10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON‚ D.C. 20549

FORM 10-K

X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31‚ 2000 OR
__	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM________TO_________

COMMISSION FILE NO.: 0-26640

SCP POOL CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE	36-3943363
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
109 Northpark Boulevard‚ Covington‚ Louisiana	70433-5001
(Address of principal executive offices)	(Zip Code)

985-892-5521
(Registrant’s telephone number‚ including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock‚ par value $0.001 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports)‚ and (2) has been subject to such filing requirements for the past 90 days. YES X NO __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained‚ to the best of the Registrant’s knowledge‚ in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

The aggregate market value of voting stock and non-voting common equity held by non-affiliates of the Registrant as of February 28‚ 2001 was approximately $567‚058‚800.

As of February 28‚ 2001 the Registrant had 17‚054‚400 shares of common stock outstanding.

Documents Incorporated by Reference

Portions of the Registrant’s Proxy Statement to be mailed to stockholders on or about April 4‚ 2001 for the Annual Meeting to be held on May 9‚ 2001‚ are incorporated by reference in Part III.

SCP POOL CORPORATION

Part I.

Item 1.          Business

General

SCP Pool Corporation (together with its wholly owned subsidiaries‚ the “Company”) was incorporated in 1993 and is the world’s largest wholesale distributor of swimming pool supplies and related equipment. The Company’s net sales have grown from approximately $161.1 million in 1995 to $669.8 million in 2000. As of February 28‚ 2001‚ the Company conducted operations through 160 service centers in 35 states‚ the United Kingdom and France. The Company’s domestic and foreign net sales were 97% and 3%‚ respectively‚ in 2000; 98% and 2%‚ respectively‚ in 1999; and 99% and 1%‚ respectively‚ in 1998.

2000 Acquisitions

The Company completed two acquisitions during 2000 (the “2000 Acquisitions”). The Company completed the purchase of substantially all of the assets and the assumption of certain liabilities of Superior Pool Products‚ Inc. (the “Superior Acquisition” or “Superior”) and Pool-Rite‚ Inc. (“Pool-Rite”) in July and October 2000‚ respectively‚ for an aggregate purchase price of approximately $25.0 million. The 2000 Acquisitions were accounted for using the purchase method of accounting and the results of operations have been included in the accompanying Consolidated Financial Statements since the respective dates of acquisition.

Superior‚ previously operated as a subsidiary of Arch Chemicals‚ Inc.‚ distributed swimming pool equipment‚ parts and supplies through 19 service centers in California‚ Arizona and Nevada. Pool-Rite operated two service centers in Miami – Dade County‚ Florida.

1999 Acquisitions

The Company completed four acquisitions during 1999 (the “1999 Acquisitions”). In January 1999‚ the Company acquired certain assets of Benson Pump Company (the “Benson Acquisition”) and the capital stock of Pratts Plastics Limited (the “SPW Acquisition”). The Company also acquired certain assets of Garden Leisure Products (the “GLP Acquisition”) and the capital stock of Jean Albouy‚ S.A. (the “Albouy Acquisition”) in November and December 1999‚ respectively. The 1999 Acquisitions were accounted for using the purchase method of accounting and the results of operations have been included in the accompanying Consolidated Financial Statements since the respective dates of acquisition. The aggregate purchase price for the 1999 Acquisitions was approximately $25.5 million. Benson Pump Company operated 20 service centers in 16 states. The Company consolidated the operations of 16 of these service centers into existing service center locations and closed one service center location. Pratts Plastic Limited operated one service center in Essex‚ England‚ while Garden Leisure Products operated one service center in Horsham‚ England. Jean Albouy‚ S.A. operated one service center in Rodez‚ France.

Recent Events

In January 2001‚ the Company completed the purchase of substantially all of the assets and the assumption of certain liabilities of the pool division of Hughes Supply‚ Inc. (the “Hughes Acquisition” or “Hughes”) for a purchase price of approximately $48.0 million. The Hughes Acquisition added 31 service centers to the Company’s distribution network in the eastern half of the United States.

Operating Strategy

In an effort to establish a second national distribution network‚ the 19 service centers acquired in the Superior Acquisition and 26 of the service centers acquired in the Hughes Acquisition will operate under the Superior Pool Products name and will retain certain suppliers‚ product relationships and marketing programs exclusive to them. Both Superior and Hughes had historically been prominent forces in the industry and had a high degree of customer loyalty. The Company adopted an operating strategy of offering two distinct distribution choices to customers in order to capitalize on this loyalty‚ recognition and expanding market base.

1

SCP POOL CORPORATION

Part I.

Item 1.          Business (continued)

Growth Strategy

The Company’s growth strategy primarily consists of internal growth complemented by acquisitions as strategically and tactically appropriate.

The Company has grown internally through increases in same store sales and the opening of new service centers. Same store sales increased 11%‚ 14% and 14% in 2000‚ 1999 and 1998‚ respectively. These increases are primarily attributable to increased market share due to several factors including an increase in the breadth of products offered and the further development of joint marketing programs with both the Company’s suppliers and the Company’s dealers. The Company believes that these marketing programs add value to the customer’s businesses by increasing consumer awareness regarding the ease and low cost of pool ownership and maintenance. Additionally‚ the Company has opened 22 new service centers since 1996.

Since 1996‚ the Company has successfully completed 11 acquisitions consisting of 96 service centers (net of service center consolidations). The Company intends to pursue additional strategic acquisitions to further penetrate existing markets and to expand into new geographic markets. The Company continues to explore appropriate acquisition candidates and is frequently engaged in discussions regarding potential acquisitions.

Products

The Company offers more than 60‚000 national brand and private label products including both non-discretionary pool maintenance products (products which must be purchased by pool owners)‚ such as chemicals and replacement parts and discretionary products‚ such as packaged pools (kits to build swimming pools which include walls‚ liners‚ bracing and other materials) and pool equipment such as cleaners‚ filters‚ heaters‚ pumps and lights. In 2000‚ the Company significantly increased the breadth of complementary products offered including toys and games‚ hand tools‚ building materials‚ electrical supplies‚ and water features such as fountains.

Customers and Marketing

The Company distributes its products to more than 38‚000 customers‚ primarily swimming pool remodelers and builders‚ retail swimming pool stores and swimming pool repair and service companies. Historically‚ no customer has accounted for more than 1% of the Company’s sales.

The Company conducts its operations through 160 service centers in 35 states‚ the United Kingdom and France. The Company’s principal markets include Florida‚ California‚ Texas and Arizona.

The Company employs a dedicated sales force that prides itself on customer relationships. The Company’s principal marketing activities are conducted by a sales force of 149 salespersons and 148 service center managers as of February 28‚ 2001.

Distribution

Service centers are located near customer concentrations‚ typically in industrial‚ commercial or mixed-use zones. Customers may procure products at any service center location‚ or products may be delivered via the Company’s trucks.

The Company’s service centers maintain well-stocked inventories to meet customers’ immediate needs. Technology in warehouse management is utilized to optimize receiving‚ inventory control‚ picking‚ packing and shipping functions.

2

SCP POOL CORPORATION

Part I.

Item 1.          Business (continued)

Purchasing and Suppliers

The Company has good relationships with its suppliers who generally offer competitive pricing‚ return policies and promotional allowances. It is customary in the swimming pool supply industry for manufacturers to offer extended payment terms on their products to qualifying purchasers such as the Company. These terms are typically available to the Company for pre-season or early season purchases. The Company initiated a preferred vendor program in 1999 whereby service centers are encouraged to purchase products from a smaller number of vendors in order to effect more efficient purchasing and inventory management. The service centers are also encouraged to ensure accurate pricing and greater pricing discipline at the point of sale. These practices have resulted in improved margins throughout the Company.

The Company regularly evaluates supplier relationships and considers alternate sourcing to assure competitive costs and quality standards. The Company’s largest suppliers are Pac-Fab‚ Inc. (a subsidiary of Pentair Corporation)‚ Hayward Pool Products‚ Inc. and Bio-Lab‚ Inc. (a subsidiary of Great Lakes Chemicals‚ Inc.); these suppliers provided approximately 16%‚ 14% and 8%‚ respectively‚ of the Company’s material purchases in 2000.

Supply Agreements

In connection with the acquisition of The B-L Network‚ Inc. in September 1996‚ the Company sold the chemical manufacturing and repackaging assets of its subsidiary Alliance Packaging‚ Inc. to Bio-Lab‚ Inc.‚ the parent of The B-L Network‚ Inc. In addition‚ the Company and Bio-Lab‚ Inc. entered into supply agreements pursuant to which Bio-Lab‚ Inc. agreed to supply the Company with certain chemical products previously supplied to it by Alliance Packaging‚ Inc. and with certain chemical products previously supplied to The B-L Network‚ Inc. by Bio-Lab‚ Inc. The supply agreements expire in 2001 and are subject to renewal upon the agreement of both parties.

In connection with the acquisition of Bicknell Huston Distributors‚ Inc. in January 1998‚ the Company entered into a long-term supply agreement with Pacific Industries‚ Inc.‚ a subsidiary of Cookson Group plc and the sole stockholder of Bicknell Huston Distributors‚ Inc. (the “Pacific Supply Agreement”). Under the terms of the Pacific Supply Agreement‚ Pacific Industries‚ Inc. supplies the Company with polymer panels‚ braces‚ steps‚ liners and other products used in the construction of in-ground vinyl pools. The Pacific Supply Agreement expires in 2005 and is subject to renewal at the option of both parties.

Competition

The Company faces intense competition from many regional and local distributors in its markets and to a lesser extent‚ mass-market retailers and large pool supply retailers. Some geographic markets served by the Company‚ particularly higher density markets in Florida‚ California‚ Texas and Arizona‚ tend to be more competitive than others. Barriers into entry in the swimming pool supply industry are relatively low.

The Company competes with other distributors for rights to distribute brand-name products. The loss of or inability to obtain such rights could have a material adverse effect on the Company. Management believes that the competition for such distribution rights may result in a competitive advantage to larger distributors‚ such as the Company‚ and a disadvantage to smaller distributors.

The Company believes that the principal competitive factors in pool supply distribution are the breadth and availability of products offered‚ the quality and level of customer service‚ the breadth and depth of sales and marketing programs‚ competitive product pricing‚ and consistency and stability of business relationships with its customers. The Company believes it generally competes favorably with respect to each of these factors.

3

SCP POOL CORPORATION

Part I.

Item 1.          Business (continued)

Seasonality and Weather

See Item 7‚ “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Quarterly Fluctuations”.

Environmental‚ Health and Safety Regulations

The Company’s business is subject to regulation under local fire codes and federal‚ state and local environmental and health and safety requirements including the Emergency Planning and Community Right-to-Know Act‚ the Hazardous Materials Transportation Act and the Occupational Safety and Health Act. Most of these requirements govern the packaging‚ labeling‚ handling‚ transportation‚ storage and sale of pool chemicals by the Company. The Company stores chemicals at each of its service centers. Certain chemicals stored by the Company are combustible oxidizing compounds‚ and the storage of such chemicals is strictly regulated by local fire codes. In addition‚ the algicides sold by the Company are regulated as pesticides under the Federal Insecticide‚ Fungicide and Rodenticide Act and state pesticide laws which primarily relate to labeling and annual registration. While considerable efforts are made to ensure the Company operates in substantial compliance with environmental‚ health and safety requirements‚ there can be no assurance that the Company will not be determined to be out of compliance with‚ or liable under‚ such requirements. Such an instance of noncompliance or liability could have a material adverse effect on the Company and its operating results.

Employees

As of February 28‚ 2001‚ the Company employed approximately 1‚800 individuals on a full-time basis. During 2000‚ the Company added approximately 220 employees in connection with the 2000 Acquisitions. In 2001‚ the Company gained approximately 275 employees in connection with the Hughes Acquisition. The Company considers its relations with its employees to be good.

Intellectual Property

The Company maintains both domestic and foreign registered trademarks primarily for its private label products and intends to maintain the trademark registrations important to its business operations. The Company currently holds a patent on a chemical feeding apparatus and intends to renew the patent as long as the Company deems necessary. The Company also owns rights to several Internet domain names.

Item 2.          Properties

The Company’s service centers range in size from approximately 3‚000 square feet to 51‚000 square feet and consist of warehouse‚ counter‚ display and office space. As of February 28‚ 2001‚ the Company owns three service centers in Florida. All of the Company’s other properties are leased for terms that expire between 2001 and 2011‚ and many of these leases may be extended. The Company believes that all of its facilities are well maintained‚ suitable for the Company’s business and occupy sufficient space to meet the Company’s operating needs.

The Company’s executive offices are located in approximately 29‚000 square feet of leased space in Covington‚ Louisiana.

The Company believes that no single lease is material to its operations and that alternate sites are presently available at market rates.

4

SCP POOL CORPORATION

Part I.

Item 2.          Properties (continued)

The following table illustrates the concentration of service centers in each state and foreign country as of February 28‚ 2001:

Location	# of Service Centers
Florida	30
California	28
Texas	13
Arizona	8
Tennessee	7
Alabama	6
Georgia	5
Illinois	4
Louisiana	4
New Jersey	4
New York	4
North Carolina	4
Ohio	4
Michigan	3
Nevada	3
Oklahoma	3
Pennsylvania	3
United Kingdom	3
Indiana	2
Massachusetts	2
Missouri	2
South Carolina	2
Virginia	2
Arkansas	1
Colorado	1
Connecticut	1
France	1
Kansas	1
Kentucky	1
Maine	1
Maryland	1
Minnesota	1
Mississippi	1
Nebraska	1
New Mexico	1
Oregon	1
Washington	1
TOTAL	160

Item 3.          Legal Proceedings

From time to time‚ the Company is involved in litigation and proceedings arising in the ordinary course of its business. There are no pending material legal proceedings to which the Company is a party or to which the property of the Company is subject.

Item 4.          Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company’s security holders during the fourth quarter of the year ended December 31‚ 2000.

5

SCP POOL CORPORATION

Part II.

Item 5.          Market for the Registrant’s Common Stock and Related Security Holder Matters

The common stock of the Company began trading on the Nasdaq National Market under the symbol “POOL” in October 1995. At February 28‚ 2001‚ there were 51 holders of record of common stock.

The following table sets forth in Dollars‚ for the periods indicated‚ the range of high and low sales prices for the Company’s common stock as reported by the Nasdaq National Market. The prices for fiscal year 1999 and the first quarter of 2000 have been adjusted to reflect the three-for-two stock split effective June 19‚ 2000.

Fiscal Year		High		Low
2000
First Quarter	20	.813	14	.917
Second Quarter	26	.167	18	.583
Third Quarter	30	.625	21	.750
Fourth Quarter	31	.625	22	.750
1999
First Quarter	10	.417	8	.250
Second Quarter	17	.500	9	.375
Third Quarter	17	.417	13	.375
Fourth Quarter	19	.417	14	.750

Historically‚ no cash dividends have been declared‚ and the Company currently intends to retain its earnings for use in its business and therefore does not anticipate paying any cash dividends in the near future. Any future determination to pay cash dividends will be made by the Company’s Board of Directors (the “Board”) based upon the Company’s earnings‚ financial position‚ capital requirements‚ credit agreements and such other factors as the Board deems relevant at such time. The current terms of the Company’s Senior Loan Facility restrict the Company’s ability to pay dividends. For further discussion‚ see Item 7‚ “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and Note 3 to the Company’s Consolidated Financial Statements.

6

SCP POOL CORPORATION

Part II.

Item 6.          Selected Financial Data

The following table sets forth selected financial data derived from the Company’s Consolidated Financial Statements. This information should be read in conjunction with Item 7‚ “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the Company’s Consolidated Financial Statements and accompanying Notes.

(Dollars‚ in thousands except per share data)	Year Ended December 31‚ (1)
	2000		1999		1998		1997		1996
Statement of Income Data
Net sales	669‚761		569‚825		457‚598		335‚022		235‚844
Income before change in accounting principle (2)	28‚076		21‚622		13‚738		7‚056		4‚533
Income before change in accounting principle per
share of common stock
Basic	1.65		1.25		0.79		0.49		0.32
Diluted	1.58		1.21		0.77		0.48		0.31
Balance Sheet Data
Working capital	88‚908		63‚774		61‚672		63‚387		34‚602
Total assets	251‚905		194‚141		163‚788		136‚452		113‚245
Total long-term debt‚ including current portion	40‚991		27‚766		33‚696		39‚889		51‚277
Stockholders’ equity	123‚195		97‚612		80‚564		66‚635		36‚810
Other
Same store sales growth (3)	11	%	14	%	14	%	11	%	19	%
Number of service centers at year end	129		102		90		74		68

_________________

1. During the years 1996 to 2000‚ the Company successfully completed 10 acquisitions consisting of 96 service centers‚ 31 of which were consolidated into existing service centers. For further discussion‚ see Item 1.
2. In 1999‚ the Company adopted Statement of Position 98-5‚ "Reporting on the Costs of Start-Up Activities" and recognized a cumulative effect adjustment‚ net of a tax benefit‚ of $544‚000‚ or a net loss of $0.03 per share.
3. Same store sales growth is calculated using a 15-month convention whereby all newly opened service centers‚ all newly acquired service centers and all service centers which are consolidated with newly acquired or opened service centers are excluded from the calculation for a period of 15 months.

Item 7.          Management’s Discussion and
                      Analysis of Financial Condition and Results of Operations

General

The Company derives its revenues primarily from the sale of swimming pool equipment‚ parts and supplies‚ including chemicals‚ cleaners‚ packaged pools and liners‚ filters‚ heaters‚ pumps‚ lights‚ repair parts and other equipment required to build‚ maintain‚ install and overhaul residential and small commercial swimming pools. In 2000‚ the Company significantly increased the breadth of complementary products offered including toys and games‚ hand tools‚ building materials‚ electrical supplies‚ and water features such as fountains. The Company sells its products primarily to swimming pool remodelers and builders‚ independent swimming pool retailers and swimming pool repair and service companies. These customers tend to be small‚ family owned businesses with relatively limited capital resources. The Company maintains a strict credit policy. Losses from customer receivables have historically been within management’s expectations.

In an effort to establish a second national distribution network‚ the 19 service centers acquired in the Superior Acquisition and 26 of the service centers acquired in the Hughes Acquisition will operate under the Superior Pool Products name and will retain certain suppliers‚ product relationships and marketing programs exclusive to them. Both Superior and Hughes had historically been prominent forces in the industry and had a high degree of customer loyalty. The Company adopted an operating strategy of offering two distinct distribution choices to customers to capitalize on this loyalty‚ recognition and expanding market base.

7

SCP POOL CORPORATION

Part II.

Item 7.          Management’s Discussion and
                      Analysis of Financial Condition and Results of Operations

General (continued)

The swimming pool supply industry is affected by various factors including weather‚ general economic conditions‚ consumer saving and discretionary spending levels‚ the rate of new housing construction and consumer attitudes toward pool products for environmental or safety reasons. Although management believes that the Company’s geographic diversity and the continuing maintenance and repair needs for existing swimming pools could mitigate the effect of a regional adverse weather or economic downturn‚ there can be no assurance that the Company’s results of operations and expansion plans would not be materially adversely affected by any of such circumstances.

The principal components of the Company’s expenses include the cost of product purchased for resale and operating expenses which are primarily related to labor‚ occupancy‚ marketing‚ selling and administrative expenses. In response to competitive pressures from any of its current or future competitors‚ the Company may be required to lower selling prices in order to maintain or increase market share‚ and such measures could adversely affect the Company’s gross margins and operating results.

Same store sales and gross profit growth are calculated using a 15-month convention whereby all newly opened service centers‚ all newly acquired service centers and all service centers which are consolidated with newly acquired or opened service centers are excluded from the calculation for a period of 15 months.

The following table shows‚ for the periods indicated‚ information derived from the Company’s Consolidated Statements of Income expressed as a percentage of net sales for such year.

	Year Ended December 31‚
	2000		1999		1998
Net sales	100	.0%	100	.0%	100	.0%
Cost of sales	75	.8	76	.6	77	.6
Gross profit	24	.2	23	.4	22	.4
Selling and administrative expenses	16	.6	16	.2	16	.6
Goodwill amortization	0	.2	0	.3	0	.2
Operating income	7	.4	6	.9	5	.6
Interest expense	(0	.5)	(0	.5)	(0	.8)
Amortization expense	(0	.2)	(0	.3)	(0	.2)
Miscellaneous income‚ net	0	.1		—	0	.2
Income before income taxes and change in accounting principle	6	.8	6	.1	4	.8

The following discussions of consolidated operating results include the results of operations from service centers acquired during 2000‚ 1999 and 1998. The acquisitions were accounted for using the purchase method of accounting and‚ accordingly‚ the results of operations have been included in the consolidated results of the Company beginning on the respective dates of acquisition.

Year Ended December 31‚ 2000 Compared to Year Ended December 31‚ 1999

Net sales increased $100.0 million‚ or 18%‚ to $669.8 million in 2000 from $569.8 million in 1999. Same store sales growth of 11% accounted for $52.2 million of the increase‚ while service centers acquired in the Superior Acquisition contributed $30.4 million to the increase. The balance of the increase was attributable to sales from new service centers opened or acquired in the past 15 months.

8

SCP POOL CORPORATION

Part II.

Item 7.          Management’s Discussion and
                      Analysis of Financial Condition and Results of Operations

Year Ended December 31‚ 2000 Compared to Year Ended December 31‚ 1999 (continued)

Gross profit increased $28.6 million‚ or 21%‚ to $161.9 million in 2000 from $133.3 million in 1999. Same store gross profit growth of 16% accounted for $18.3 million of the increase‚ while service centers acquired in the Superior Acquisition contributed $6.0 million to the increase. Gross profit as a percentage of net sales increased to 24.2% in the 2000 period from 23.4% in the 1999 period. The increase in gross profit margin was realized in all domestic regions and is attributable to a continued focus on pricing and purchasing disciplines.

Operating expenses consisting of selling and administrative expenses and goodwill amortization increased $18.6 million‚ or 20%‚ to $112.6 million in 2000 from $94.0 million in the comparable 1999 period. Service centers acquired in the Superior Acquisition accounted for $5.2 million of the increase. The remaining increase reflects not only salaries‚ occupancy expense and other costs associated with new service centers‚ but also payroll and other operating costs required to support the increased sales volume at existing service centers. Operating expenses as a percentage of net sales increased to 16.8% in 2000 from 16.5% in 1999.

Interest and other expenses decreased $0.7 million‚ or 15%‚ to $4.1 million in 2000 from $4.8 million in the comparable 1999 period. The decrease is primarily attributable to a $1.0 million write-off in 1999 of certain computer equipment replaced in connection with improvements to the Company’s information system and Year 2000 efforts. There were no such write-offs in 2000.

Income taxes increased $4.2 million to $17.1 million for 2000 compared to $12.9 million for 1999 primarily due to the $10.7 million increase in income before income taxes. During the second quarter of 2000‚ the Company’s effective income tax rate increased from 37.0% to 38.25% as a result of changes in its state income tax mix.

Year Ended December 31‚ 1999 Compared to Year Ended December 31‚ 1998

Net sales increased $112.2 million‚ or 25%‚ to $569.8 million in 1999 from $457.6 million in 1998. Same store sales growth of 14% accounted for $52.7 million of the increase‚ while service centers acquired in the Benson Acquisition in 1999 contributed $21.1 million to the increase. Service centers acquired from the SPW Acquisition‚ the GLP Acquisition and the Albouy Acquisition (the “European Acquisitions”) accounted for $8.1 million of the increase‚ and the balance of the increase was attributable to sales at consolidated and new service centers open less than 15 months.

Gross profit increased $30.8 million‚ or 30%‚ to $133.3 million in 1999 from $102.5 million in 1998. Same store gross profit growth of 17% accounted for $14.6 million of the increase‚ while consolidated and new service centers open less than 15 months contributed $9.1 million to the increase. The Benson Acquisition and the European Acquisitions accounted for the remaining increase. Gross profit as a percentage of net sales increased to 23.4% in the 1999 period from 22.4% in the 1998 period. The increase in gross profit margin was realized in the majority of markets across the United States in 1999 primarily as a result of increased focus on pricing and purchasing disciplines initiated in 1999.

Operating expenses consisting of selling and administrative expenses and goodwill amortization increased $16.8 million‚ or 22%‚ to $94.0 million in 1999 from $77.2 million in the comparable 1998 period. The increase reflects not only salaries‚ occupancy expense and other costs associated with new service centers‚ but also payroll and other operating costs required to support the increased sales volume at existing service centers. Operating expenses as a percentage of net sales decreased to 16.5% in 1999 from 16.9% in 1998.

9

SCP POOL CORPORATION

Part II.

Item 7.          Management’s Discussion and
                      Analysis of Financial Condition and Results of Operations

Year Ended December 31‚ 1999 Compared to Year Ended December 31‚ 1998 (continued)

Interest and other expenses increased $1.2 million‚ or 33%‚ to $4.8 million in 1999 from $3.6 million in 1998. The increase was primarily attributable to a $1.0 million increase in miscellaneous expense due to the write-off of certain computer equipment replaced in connection with improvements to the Company’s information system and Year 2000 efforts.

Income taxes increased $4.9 million to $12.9 million for 1999 compared to $8.0 million for 1998 primarily due to the $12.7 million increase in income before income taxes and change in accounting principle. The Company’s effective tax rate remained constant at 37.0% in 1999.

Seasonality and Quarterly Fluctuations

The Company’s business is highly seasonal. Weather is the principal external factor affecting the Company’s business. Hot weather can increase pool installations and the purchase of chemicals and supplies. Unseasonably cool weather or extraordinary amounts of rainfall during the peak selling season can decrease pool installations and the purchase of chemicals and supplies. In addition‚ unseasonably early or late warming trends can increase or decrease the length of the pool season and‚ consequently‚ the Company’s sales. In general‚ sales and operating income are highest during the second and third quarters‚ which represent the peak months of swimming pool use and installation. Sales are substantially lower during the first and fourth quarters when the Company may incur net losses.

In 2000‚ approximately 66% of the Company’s net sales were generated in the second and third quarters of the year‚ which represent the peak months of swimming pool use‚ installation‚ remodeling and repair‚ and approximately 102% of the Company’s operating income was generated in the same period.

The Company experiences a build-up of product inventories and accounts payable during the first and second quarters of the year in anticipation of the peak selling season. The Company’s peak borrowing occurs during the second quarter primarily because extended payment terms offered by the Company’s suppliers typically are payable in April‚ May and June‚ while the Company’s peak accounts receivable collections typically occur in June‚ July and August.

To encourage preseason orders‚ the Company‚ like many other swimming pool supply distributors‚ utilizes preseason sales programs that provide for extended payment terms and other incentives to its customers. Some of the Company’s suppliers also offer extended payment terms on certain products to the Company for preseason or early season purchases. In offering extended payment terms to its customers and accepting extended payment terms from its suppliers‚ the Company effectively finances a portion of its receivables with extended payables.

The Company expects that its quarterly results of operations will fluctuate depending on the timing and amount of revenue contributed by new service centers and acquisitions. The Company attempts to open new service centers at the end of the fourth quarter or the first quarter of the subsequent year to take advantage of preseason sales programs and the following peak selling season.

10

SCP POOL CORPORATION

Part II.

Item 7.          Management’s Discussion and
                      Analysis of Financial Condition and Results of Operations

Seasonality and Quarterly Fluctuations (continued)

The following table sets forth certain unaudited quarterly data for 2000 and 1999‚ which‚ in the opinion of management‚ reflects all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of such data. Results of any one or more quarters are not necessarily indicative of results for an entire fiscal year or of continuing trends.

(Dollars‚ in thousands)	QUARTER
	2000								1999
	First		Second		Third		Fourth		First		Second		Third		Fourth
Net sales	120‚631		253‚957		190‚474		104‚699		98‚906		225‚125		163‚325		82‚469
Gross profit	28‚522		63‚085		45‚591		24‚670		22‚755		54‚646		38‚591		17‚303
Operating income (loss)	2‚679		33‚128		16‚961		(3‚466	)	1‚973		27‚926		13‚592		(4‚148	)
Net sales as a % of annual net sales	18	%	38	%	28	%	16	%	17	%	39	%	29	%	15	%
Gross profit as a % of annual gross profit	18	%	39	%	28	%	15	%	17	%	41	%	29	%	13	%
Operating income (loss) as a % of
annual operating income	5	%	67	%	35	%	(7	)%	5	%	71	%	35	%	(11	)%

Liquidity and Capital Resources

Currently‚ the Company’s primary sources of working capital are cash flows from operations and borrowings under a Senior Loan Facility consisting of a term loan (the “Term Loan”) and a revolving line of credit (the “Revolving Loan”). Borrowings are used to fund seasonal working capital needs and for other general corporate purposes‚ including acquisitions. The Company’s borrowings under its Senior Loan Facility‚ together with cash flows from operations and seller financing‚ historically have been sufficient to support the Company’s growth and to finance acquisitions.

Net cash provided by operating activities decreased $19.0 million to $18.3 million in 2000 from $37.3 million in 1999. A $7.0 million increase in net income was offset by an increase in cash used in operations primarily due to substantial purchases of product inventories made in the fourth quarter of 2000 intended to maximize vendor programs and to take advantage of current vendor pricing levels in anticipation of price increases in 2001. Net cash provided by operating activities was $37.3 million in 1999 compared to $19.4 million in 1998. An increase in net income provided $7.3 million of the increase while a decrease in use of cash for operating assets‚ liabilities and activities provided the remaining $10.6 million. The decrease in the use of cash was primarily due to improved management of working capital.

The 2000 Acquisitions were financed by borrowings under the Revolving Loan. The $48.0 million purchase price of the Hughes Acquisition in January 2001 was financed by borrowings under the Revolving Loan and a $25.0 million seller’s note issued by Hughes (the “Hughes Note”). Acquisitions completed in 1999 were financed by borrowings under the Revolving Loan. Acquisitions completed in 1998 were financed by borrowings under the Revolving Loan and by the proceeds of a 1997 stock offering.

The Revolving Loan has a total borrowing capacity of $65.0 million. During the twelve months ended December 31‚ 2000‚ the Company received net proceeds of $17.0 million from the Revolving Loan. As of December 31‚ 2000‚ the Company had $31.6 million available for borrowing under its Revolving Loan‚ of which $23.0 million was used in January 2001 to finance a portion of the Hughes Acquisition. During the twelve months ended December 31‚ 2000‚ the Company made required scheduled principal payments of $3.8 million on the Term Loan‚ which had a balance of $8.3 million at December 31‚ 2000.

11

SCP POOL CORPORATION

Part II.

Item 7.          Management’s Discussion and
                      Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources (continued)

Borrowings under the Senior Loan Facility may‚ at the Company’s option‚ bear interest at either (i) the agent’s corporate base rate or the federal funds rate plus 0.5%‚ whichever is higher‚ plus a margin ranging from 0.0% to 0.5% or (ii) LIBOR plus a margin ranging from 0.875% to 2.125%‚ in each case depending on the Company’s leverage ratio. Substantially all of the assets of the Company‚ including the capital stock of the Company’s wholly owned subsidiaries‚ secure the Company’s obligations under the Senior Loan Facility. The Senior Loan Facility has numerous restrictive covenants which require the Company to maintain minimum levels of interest coverage and fixed charge coverage and which also restrict the Company’s ability to pay dividends and make capital expenditures. As of December 31‚ 2000‚ the Company was in compliance with all such covenants and financial ratio requirements. The Senior Loan Facility matures on December 31‚ 2002.

The Company believes it has adequate availability of capital from operations and its borrowings under the Senior Loan Facility to fund present operations and anticipated growth‚ including expansion in its existing and targeted market areas. The Company continually evaluates potential acquisitions and has held discussions with a number of acquisition candidates. However‚ the Company currently has no binding agreement with respect to any acquisition candidates. Should suitable acquisition opportunities or working capital needs arise that would require additional financing‚ the Company believes that its financial position and earnings history provide a solid base for obtaining additional financing resources at competitive rates and terms. Additionally‚ the Company may issue common or preferred stock‚ which may be issued to third parties or to sellers of acquired businesses.

Share Repurchase Program

Since October 1998‚ the Company has purchased 803‚100 shares of its common stock at an average price of $13.21 per share. An additional $19.4 million remains authorized for the repurchase of the Company’s common stock. The terms of the Hughes Note limit the Company’s ability to repurchase shares of its common stock prior to the maturity date of November 1‚ 2001. The Hughes Note does permit the Company to purchase up to $5.0 million of its common stock‚ subject to certain limitations.

Intangible Assets

At December 31‚ 2000‚ the Company had net intangible assets of $64.3 million‚ representing 26% of total assets and 52% of stockholders’ equity. The net goodwill balance at December 31‚ 2000 includes $22.6 million of net goodwill that arose at the time the Company was established in 1993 in a leveraged buyout transaction. The remaining goodwill has arisen in connection with the Company’s subsequent acquisitions. In addition to goodwill‚ loan financing fees are being amortized over the term of the related debt‚ and three non-compete agreements are being amortized over the respective contractual terms.

Goodwill is amortized over periods ranging from 20 to 40 years. In assigning such amortization periods‚ the Company considered the following factors: (i) projected future cash flows of the acquired business; (ii) effects of obsolescence‚ demand‚ competition and other economic factors that may reduce a useful life; and (iii) the expected actions of competitors and others that may restrict present competitive advantages. Management periodically assesses the recoverability of goodwill and considers whether the goodwill should be completely or partially written off or the amortization period accelerated. See Note 1 to the Company’s Consolidated Financial Statements for a complete discussion of the policy for evaluating goodwill for impairment. At December 31‚ 2000‚ management determined that there was no persuasive evidence that any material portion of goodwill will dissipate over a shorter period than the amortization periods used.

12

SCP POOL CORPORATION

Part II.

Item 7a.          Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risks‚ including interest rate risk and foreign currency risk. The adverse effects of potential changes in these market risks are discussed below. The following discussion does not consider the effects of the reduced level of overall economic activity that could exist following such changes. Further‚ in the event of changes of such magnitude‚ management would likely take actions to mitigate its exposure to such changes. The Company has not used derivative instruments to engage in speculative transactions or hedging activities.

The Company will adopt Financial Accounting Standards Board Statement No. 133‚ "Accounting for Derivative Instruments and Hedging Activities‚" as amended‚ on January 1‚ 2001. As the Company has no derivatives at the date of adoption‚ there will be no financial statement impact.

Interest Rate Risk

As a result of the variable interest rates on the Revolving Loan and Term Loan under the Senior Loan Facility‚ the Company’s earnings are exposed to changes in short-term interest rates. If (i) the variable rates on the Company’s Senior Loan Facility were to increase by 1.0% from the rate at December 31‚ 2000; (ii) the Company borrowed the maximum amount available under its Revolving Loan ($65.0 million) for all of 2001; and (iii) the Company made all required payments of principal under its Term Loan ($5.0 million) in 2001‚ solely as a result of the increase in interest rates‚ the Company’s interest expense would increase by $689‚000‚ resulting in a $425‚000 decrease in net income‚ assuming an effective tax rate of 38.25%. The fair value of the Company’s Revolving Loan and Term Loan is not affected by changes in market interest rates.

Foreign Exchange Risk

The Company has wholly-owned subsidiaries located in the United Kingdom and France for which the functional currencies are the British Pound and the French Franc‚ respectively. Historically‚ the Company has not hedged its foreign currency exposure‚ and fluctuations in British Pound/U.S. Dollar and French Franc/U.S. Dollar exchange rates have not had a material effect on the Company. Future changes in the exchange rate of the U.S. Dollar to the British Pound and French Franc may positively or negatively impact the Company’s revenues‚ operating expenses and earnings. However‚ due to the size of its operations in the United Kingdom and France‚ the Company does not anticipate its exposure to foreign currency rate fluctuations will be material in 2001.

Cautionary Statement for Purpose of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Statements contained in this report regarding future periods which are not historical facts are forward-looking statements that involve risks and uncertainties‚ including‚ but not limited to‚ factors related to (i) the sensitivity of the swimming pool supply business to weather conditions; (ii) the intense competition and low barriers to entry in the swimming pool supply industry; (iii) the sensitivity of the swimming pool supply business to general economic conditions; (iv) the Company’s ability to identify appropriate acquisition candidates‚ complete acquisitions on satisfactory terms and successfully integrate acquired businesses; (v) the Company’s ability to obtain financing on satisfactory terms; (vi) the risk of fire‚ safety and casualty losses and related claims of liability inherent in the storage of chemicals sold by the Company; and (vii) the Company’s ability to remain in compliance with the numerous environmental‚ health and safety requirements to which it is subject. Such factors could affect the Company’s actual results and could cause results to differ materially from the Company’s expectations described above.

The Company’s stockholders should also be aware that while the Company does‚ at various times‚ communicate with securities analysts‚ it is against the Company’s policies to disclose to such analysts any material non-public information or other confidential information. Accordingly‚ the Company’s stockholders should not assume that the Company agrees with statements or reports issued by such analysts. To the extent such statements or reports contain projections‚ forecasts or opinions by such analysts about the Company‚ such reports are not the responsibility of the Company.

13

SCP POOL CORPORATION

Part II.

Item 8.          Financial Statements and Supplementary Data

See the attached Consolidated Financial Statements and related Notes (pages F-1 through F-17).

Item 9.          Changes in and Disagreements with Accountants on Accounting
                      and Financial Disclosure

The Company has not had any change in‚ or disagreements with‚ its accountants‚ nor has any event occurred which is required to be reported in response to this item.

Part III.

Item 10.          Directors and Executive Officers of the Registrant

Incorporated by reference to the Company’s 2001 Proxy Statement to be filed with the SEC.

Item 11.          Executive Compensation

Incorporated by reference to the Company’s 2001 Proxy Statement to be filed with the SEC.

Item 12.          Security Ownership of Certain Beneficial Owners and Management

Incorporated by reference to the Company’s 2001 Proxy Statement to be filed with the SEC.

Item 13.          Certain Relationships and Related Transactions

Incorporated by reference to the Company’s 2001 Proxy Statement to be filed with the SEC.

Part IV.

Item 14.          Exhibits‚ Financial Statement Schedules and Reports on Form 8-K

a.	1.	The Consolidated Financial Statements included in Item 8 hereof and set forth on pages
		F-1 through F-16.
	2.	Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts
		All other schedules are omitted because they are not applicable or are not required‚
		or because the required information is included in the Consolidated Financial
		Statements or Notes thereto
	3.	The exhibits listed in the Index to the Exhibits.
b.		Reports on Form 8-K. On December 5‚ 2000‚ the Company filed a Form 8-K under
		Item 5‚ Other Events and Item 7‚ Financial Statement and Exhibits reporting the
		acquisition of the business of Pool-Rite‚ Inc.

14

SCP POOL CORPORATION

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements

Report of Independent Auditors	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Income	F-4
Consolidated Statements of Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

SCP POOL CORPORATION

Report of Independent Auditors

The Board of Directors
SCP Pool Corporation

We have audited the consolidated balance sheets of SCP Pool Corporation as of December 31‚ 2000 and 1999‚ and the related consolidated statements of income‚ stockholders’ equity and cash flows for each of the three years in the period ended December 31‚ 2000. Our audits also included the financial statement schedule listed in the index item 14a. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining‚ on a test basis‚ evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management‚ as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion‚ the consolidated financial statements referred to above present fairly‚ in all material respects‚ the consolidated financial position of SCP Pool Corporation at December 31‚ 2000 and 1999‚ and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31‚ 2000‚ in conformity with accounting principles generally accepted in the United States. Also‚ in our opinion‚ the related financial statement schedule‚ when considered in relation to the basic financial statements taken as a whole‚ presents fairly in all respects the information set forth therein.

As discussed in Note 1 to the Consolidated Financial Statements‚ the Company changed its method of accounting for start-up costs in 1999.

/S/ ERNST & YOUNG LLP

New Orleans‚ Louisiana
February 13‚ 2001

F-2

SCP POOL CORPORATION

Consolidated Balance Sheets

(Dollars‚ in thousands except share data)	December 31‚
	2000		1999
Assets
Current assets
Cash and cash equivalents	3‚431		3‚958
Receivables‚ net	53‚255		40‚932
Product inventories‚ net	116‚849		84‚252
Prepaid expenses	1‚510		757
Deferred income taxes	3‚135		2‚544
Total current assets	178‚180		132‚443
Property and equipment‚ net	9‚229		6‚831
Goodwill‚ net	59‚744		49‚692
Other assets‚ net	4‚752		5‚175
Total assets	251‚905		194‚141
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	68‚144		51‚132
Accrued and other current liabilities	14‚878		12‚537
Current portion of long-term debt	6‚250		5‚000
Total current liabilities	89‚272		68‚669
Deferred income taxes	4‚697		5‚094
Long-term debt‚ less current portion	34‚741		22‚766
Stockholders’ equity
Common stock‚ $.001 par value; 20‚000‚000 shares
authorized; 16‚989‚559 and 17‚115‚900 shares
issued and outstanding at December 31‚ 2000
and 1999‚ respectively	17		17
Additional paid-in capital	57‚787		55‚266
Retained earnings	77‚167		49‚091
Treasury stock‚ 803‚100 and 539‚100 shares of
common stock at December 31‚ 2000 and 1999‚
respectively	(10‚608	)	(6‚231	)
Unearned compensation	(849	)	(554	)
Accumulated other comprehensive income	(319	)	23
Total stockholders’ equity	123‚195		97‚612
Total liabilities and stockholders’ equity	251‚905		194‚141

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F-3

SCP POOL CORPORATION

Consolidated Statements of Income

(Dollars‚ in thousands except per share data)	Year Ended December 31‚
	2000		1999		1998
Net sales	669‚761		569‚825		457‚598
Cost of sales	507‚893		436‚530		355‚059
Gross profit	161‚868		133‚295		102‚539
Selling and administrative expenses	110‚919		92‚450		76‚052
Goodwill amortization	1‚647		1‚502		1‚102
Operating income	49‚302		39‚343		25‚385
Other income (expense)
Interest expense	(3‚639	)	(3‚053	)	(3‚480	)
Amortization expense	(1‚058	)	(1‚531	)	(848	)
Miscellaneous income (expense)‚ net	617		(231	)	724
	(4‚080	)	(4‚815	)	(3‚604	)
Income before income taxes and change in
accounting principle	45‚222		34‚528		21‚781
Income taxes	17‚146		12‚906		8‚043
Income before change in accounting principle	28‚076		21‚622		13‚738
Change in accounting principle	—		(544	)	—
Net income	28‚076		21‚078		13‚738
Net income per share of common stock
Basic
Income before change in accounting principle	1.65		1.25		0.79
Change in accounting principle	—		(0.03	)	—
Net income	1.65		1.22		0.79
Diluted
Income before change in accounting principle	1.58		1.21		0.77
Change in accounting principle	—		(0.03	)	—
Net income	1.58		1.18		0.77
Weighted average shares outstanding
Basic	16‚990		17‚266		17‚438
Diluted	17‚742		17‚821		17‚867

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F-4

SCP POOL CORPORATION

Consolidated Statements of Stockholders’ Equity

(Dollars‚ in thousands except share data)											Accumulated
							Additional				Other
	Common Stock				Treasury		Paid-In	Unearned		Retained	Comprehensive
	Shares		Amount		Stock		Capital	Compensation		Earnings	Income		Total
Balance at January 1‚ 1998	17‚415		18		—		52‚342	—		14‚275	—		66‚635
Net income	—		—		—		—	—		13‚738	—		13‚738
Foreign currency translation adjustment	—		—		—		—	—		—	23		23
Comprehensive income	—		—		—		—	—		—	—		13‚761
Exercise of stock options	44		—		—		168	—		—	—		168
Balance at December 31‚ 1998	17‚459		18		—		52‚510	—		28‚013	23		80‚564
Net income	—		—		—		—	—		21‚078	—		21‚078
Change in foreign currency translation
adjustment	—		—		—		—	—		—	—		—
Comprehensive income	—		—		—		—	—		—	—		21‚078
Treasury stock‚ 539‚100 shares of
common stock	(539	)	(1	)	(6‚231	)	—	—		—	—		(6‚232	)
Net unearned compensation	—		—		—		—	(554	)	—	—		(554	)
Exercise of stock options	165		—		—		2‚568	—		—	—		2‚568
Employee stock purchase plan	19		—		—		183	—		—	—		183
Conversion of convertible debt	12		—		—		5	—		—	—		5
Balance at December 31‚ 1999	17‚116		17		(6‚231	)	55‚266	(554	)	49‚091	23		97‚612
Net income	—		—		—		—	—		28‚076	—		28‚076
Change in foreign currency translation
adjustment	—		—		—		—	—		—	(342	)	(342	)
Comprehensive income	—		—		—		—	—		—	—		27‚734
Treasury stock‚ 264‚000 shares of
common stock	(264	)	—		(4‚377	)	—	—		—	—		(4‚377	)
Net unearned compensation	—		—		—		—	(295	)	—	—		(295	)
Exercise of stock options	121		—		—		2‚253	—		—	—		2‚253
Employee stock purchase plan	17		—		—		268	—		—	—		268
Balance at December 31‚ 2000	16‚990		17		(10‚608	)	57‚787	(849	)	77‚167	(319	)	123‚195

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F-5

SCP POOL CORPORATION

Consolidated Statements of Cash Flows

(Dollars‚ in thousands)	Year Ended December 31‚
	2000		1999		1998
Operating activities
Net income	28‚076		21‚078		13‚738
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization	5‚131		4‚588		3‚285
Provision for doubtful accounts receivable‚ net of write-offs	(221	)	218		247
Provision for inventory obsolescence‚ net of write-offs	1‚484		32		730
Provision for deferred income taxes	(988	)	120		(574	)
Loss on sale of property and equipment	71		296		222
Changes in operating assets and liabilities‚ net of effects
of acquisition and disposals
Accounts receivable	(6‚036	)	(3‚628	)	(1‚321	)
Product inventories	(23‚195	)	(3‚060	)	(8‚813	)
Prepaid expenses and other assets	102		1‚268		(1‚420	)
Accounts payable	11‚816		16‚290		10‚454
Accrued expenses and other current liabilities	2‚063		127		2‚852
Net cash provided by operating activities	18‚303		37‚329		19‚400
Investing activities
Acquisition of businesses‚ net of cash acquired	(24‚879	)	(26‚383	)	(29‚676	)
Purchase of property and equipment	(4‚289	)	(3‚204	)	(1‚971	)
Proceeds from sale of property and equipment	27		711		864
Net cash used in investing activities	(29‚141	)	(28‚876	)	(30‚783	)
Financing activities
Net borrowings (repayments) of revolving loan	16‚975		(925	)	550
Payments on long-term debt	(3‚750	)	(5‚000	)	(6‚743	)
Issuance of common stock	1‚799		2‚751		168
Purchase of treasury stock	(4‚377	)	(6‚232	)	—
Net cash provided by (used in) financing activities	10‚647		(9‚406	)	(6‚025	)
Effect of exchange rate changes on cash	(336	)	—		23
Change in cash and cash equivalents	(527	)	(953	)	(17‚385	)
Cash and cash equivalents at beginning of year	3‚958		4‚911		22‚296
Cash and cash equivalents at end of year	3‚431		3‚958		4‚911
Supplemental cash flow information
Cash paid during the year for
Interest	3‚426		3‚012		3‚416
Income taxes‚ net of refunds	18‚405		12‚940		9‚505
Non cash financing and investing transactions
Convertible note exchanged for stock	—		5		—

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F-6

SCP POOL CORPORATION

1.          Organization and Summary of Significant Accounting Policies

Description of Business

As of February 13‚ 2001‚ SCP Pool Corporation and its wholly owned subsidiaries (collectively referred to as the “Company”)‚ maintained 160 service centers in 35 states‚ the United Kingdom and France from which it sells swimming pool equipment‚ parts and supplies to pool builders‚ retail stores and service firms.

The Company completed two acquisitions in 2000 (the “2000 Acquisitions”). The Company completed the purchase of substantially all of the assets and the assumption of certain liabilities of Superior Pool Products‚ Inc. (“Superior” or the “Superior Acquisition”) and Pool-Rite‚ Inc. (“Pool-Rite”) in July and October 2000‚ respectively‚ for an aggregate purchase price of approximately $25.0 million. The 2000 Acquisitions added 21 service centers in California‚ Arizona‚ Nevada and Florida. The Company recorded $10.9 million in goodwill and $2.1 million in non-compete agreements in connection with the 2000 Acquisitions‚ which were accounted for using the purchase method of accounting and the results of operations have been included in the Consolidated Financial Statements since the respective dates of acquisition.

During the first and fourth quarters of 1999‚ the Company made four acquisitions for an aggregate purchase price of approximately $25.5 million‚ which after the closures of duplicate facilities‚ added six service centers in the United States‚ the United Kingdom and France. The Company recorded a $4.0 million non-compete agreement and $6.3 million in goodwill in connection with these acquisitions.

During the first and fourth quarters of 1998‚ the Company completed two acquisitions for an aggregate purchase price of $31.2 million. The acquisitions added 12 service centers throughout the United States and the United Kingdom. The Company recorded $12.4 million in goodwill in connection with these acquisitions.

In January 2001‚ the Company completed the purchase of substantially all of the assets and the assumption of certain liabilities of the pool division of Hughes Supply‚ Inc. which added 31 service centers to the Company’s distribution network in the eastern half of the United States. The $48.0 million purchase price of the Hughes Acquisition was financed by borrowings under the Revolving Loan and a $25.0 million seller’s note issued by Hughes (the “Hughes Note”).

Principles of Consolidation

The Consolidated Financial Statements include the accounts of SCP Pool Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Seasonality and Weather

The Company’s business is highly seasonal. Weather is the principal external factor affecting the Company’s business. Hot weather can increase pool installations and the purchase of chemicals and supplies. Unseasonably cool weather or extraordinary amounts of rainfall during the peak selling season can decrease pool installations and the purchase of chemicals and supplies. In addition‚ unseasonably early or late warming trends can increase or decrease the length of the pool season and‚ consequently‚ the Company’s sales. In general‚ sales and net income are highest during the second and third quarters‚ which represent the peak months of swimming pool use and installation. Sales are substantially lower during the first and fourth quarters when the Company may incur net losses.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company’s Consolidated Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.

F-7

SCP POOL CORPORATION

1.          Organization and Summary of Significant Accounting Policies

Financial Instruments

The Company’s carrying value of cash‚ trade receivables‚ accounts payable and accrued liabilities approximates fair value due to the short maturity of those instruments. The carrying amount of long-term debt approximates fair value as it bears interest at variable rates.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Credit Risk

The Company performs periodic credit evaluations of its customers and typically does not require collateral. Receivables are generally due within 30 days except for winter sales under early-buy programs for which extended payment terms are provided. Credit losses have historically been within management’s expectations.

Product Inventories

Product inventories consist primarily of goods purchased for resale and are carried at the lower of cost‚ using the average cost method‚ or market. At December 31‚ 2000 and 1999‚ the reserve for inventory obsolescence was approximately $4‚891‚000 and $3‚040‚000‚ respectively. The reserve for inventory obsolescence at each service center is based upon a number of factors including aging of the inventory‚ the experience of the service center manager‚ the previous inventory management performance of the service center‚ geographical location‚ product offerings and other factors. The Company believes that the reserve for inventory obsolescence may periodically require adjustment as changes occur in the above-identified factors.

Property and Equipment

Property and equipment are stated at cost. The Company provides for depreciation principally by the straight-line method over estimated useful lives of three years for autos and trucks and ten years for furniture and fixtures and machinery and equipment. Leasehold improvements are depreciated over the remaining life of the lease. Depreciation expense was approximately $1‚997‚000‚ $1‚589‚000 and $1‚335‚000 in 2000‚ 1999 and 1998‚ respectively.

Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired and is amortized on a straight-line basis over periods ranging from 20 to 40 years. Accumulated goodwill amortization was approximately $7‚361‚000 and $5‚702‚000 at December 31‚ 2000 and 1999‚ respectively.

The recoverability of goodwill is assessed periodically and the Company considers whether the goodwill should be completely or partially written off or the amortization period accelerated. In evaluating the value and future benefits of goodwill‚ the recoverability from operating income is measured. Under this approach‚ the carrying value of goodwill would be reduced if it is probable that management’s best estimate of future operating income before goodwill amortization will be less than the carrying amount of goodwill over the remaining amortization period. The Company assesses long-lived assets for impairment under Financial Accounting Standards Board (FASB) Statement No. 121‚ “Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” (SFAS 121). Under those rules‚ goodwill associated with assets acquired in a purchase business combination is included in impairment evaluations when events or circumstances exist that indicate the carrying amounts of those assets may not be recoverable. At December 31‚ 2000‚ management determined that there was no persuasive evidence that any material portion of goodwill will dissipate over a shorter period than the amortization period used.

F-8

SCP POOL CORPORATION

1.          Organization and Summary of Significant Accounting Policies

Other Long-Term Assets

Loan financing fees are being amortized over the term of the related debt. Three non-compete agreements are being amortized over the respective contractual terms.

In April 1999‚ the American Institute of Certified Public Accountants issued Statement of Position 98-5‚ “Reporting on the Costs of Start-Up Activities” which required capitalized start-up costs to be written-off at the date of adoption and any future start-up costs be expensed as incurred. The Company adopted the Statement on January 1‚ 1999 and wrote off $863‚000 and recognized a cumulative effect adjustment‚ net of a tax benefit‚ of $544‚000.

Income Taxes

Deferred income taxes are determined by the liability method in accordance with FASB Statement No. 109‚ “Accounting for Income Taxes” (SFAS 109). Under this method‚ deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Stock Compensation Arrangements

The Company accounts for its stock compensation arrangements under the provisions of the Accounting Principles Board Opinion No. 25‚ "Accounting for Stock Issued to Employees" (APB 25).

Revenue Recognition

The Company recognizes revenue when products are delivered to customers.

Shipping and Handling Costs

Shipping and handling costs represent costs associated with shipping products to customers and handling finished goods. Included in selling‚ general and administrative expenses are shipping and handling costs of $6.6 million in 2000‚ $5.0 million in 1999 and $4.0 million in 1998.

Adoption of Pending Pronouncements

The Company will adopt Financial Accounting Standards Board Statement No. 133‚ "Accounting for Derivative Instruments and Hedging Activities‚" as amended‚ on January 1‚ 2001. As the Company has no derivatives at the date of adoption‚ there will be no financial statement impact.

F-9

SCP POOL CORPORATION

2.          Details of Certain Balance Sheet Accounts

Additional information regarding certain balance sheet accounts is presented below:

(Dollars‚ in thousands)	December 31‚
	2000		1999
Receivables
Trade accounts	40‚088		32‚093
Vendor rebates	11‚918		9‚112
Income tax receivable	1‚797		1‚775
Other	2‚300		767
	56‚103		43‚747
Less allowance for doubtful accounts	(2‚848	)	(2‚815	)
	53‚255		40‚932
Property and equipment
Leasehold improvements	3‚136		1‚937
Autos and trucks	314		367
Machinery and equipment	4‚548		3‚332
Furniture and fixtures	8‚624		5‚572
	16‚622		11‚208
Less accumulated depreciation	(7‚393	)	(4‚377	)
	9‚229		6‚831
Other assets
Loan financing fees	519		519
Non-compete agreements	6‚100		4‚000
Other	185		1‚650
	6‚804		6‚169
Less accumulated amortization	(2‚052	)	(994	)
	4‚752		5‚175
Accrued expenses and other current liabilities
Salaries‚ bonuses and profit sharing	9‚667		9‚303
Other	5‚086		3‚234
	14‚753		12‚537

3.          Debt

The Company’s borrowings under its Senior Loan Facility consist of a term loan (the “Term Loan”) and a revolving line of credit (the “Revolving Loan”). The components of the Company’s debt were as follows:

(Dollars‚ in thousands)	December 31‚
		2000		1999
Revolving Loan‚ variable rate (effective interest
rate of 6.9% at December 31‚ 2000)‚ due in 2002		32‚650		15‚675
Term Loan‚ variable rate (effective interest rate
of 7.4% at December 31‚ 2000)‚ payable in quarterly
installments of variable amounts through 2002		8‚250		12‚000
10% Convertible Notes‚ due in 2002		91		91
		40‚991		27‚766
Less current portion		(6‚250	)	(5‚000	)
		34‚741		22‚766

Maturities of long-term debt for the remaining years are $6‚250‚000 in 2001 and $34‚741‚000 in 2002.

F-10

SCP POOL CORPORATION

3.          Debt (continued)

The Company’s credit agreement includes‚ among other things‚ covenants which require the Company to maintain minimum levels of interest coverage and fixed charge coverage and which restrict the ability of the Company and its subsidiaries to pay dividends and make capital expenditures. As of December 31‚ 2000‚ the Company was in compliance with all such covenants and financial ratio requirements. The Senior Loan Facility expires on December 31‚ 2002.

Substantially all of the Company’s assets, excluding those acquired in the Hughes Acquisition‚ are pledged as collateral for the Revolving Loan and the Term Loan. As of December 31‚ 2000‚ the Company had $31.6 million available for borrowing under its Revolving Loan. The Company pays a quarterly commitment fee of 0.25% per annum of the unused portion of available credit under the Revolving Loan.

As of December 31‚ 2000‚ the Company has outstanding convertible notes in the aggregate principal amount of $91‚250 that were issued in connection with the Company’s original formation in 1993. Such notes may be converted at any time through December 31‚ 2002 into shares of the Company’s common stock at a conversion price of approximately $0.44 per share. At December 31‚ 2000‚ the conversion of these notes would result in the issuance of 210‚000 shares of the Company’s common stock. The Company has reserved such shares.

The Hughes Note requires principal payments which are due in four installments beginning with a $1.0 million payment on August 1‚ 2001 followed by three payments of $8.0 million each due September 1‚ October 1 and November 1‚ 2001. The Hughes Note matures on November 1‚ 2001 and bears interest of 7% per annum payable monthly beginning March 1‚ 2001 through maturity. The assets acquired in the Hughes Acquisition are pledged as collateral for the Hughes Note.

4.          Income Taxes

Significant components of the Company’s deferred tax liabilities and assets were as follows:

(Dollars‚ in thousands)	December 31‚
	2000	1999
Deferred tax liabilities
Intangible assets‚ primarily goodwill	4‚564	4‚950
Trade discounts on purchases	464	120
Prepaid expenses	705	211
Other	336	664
Total deferred tax liabilities	6‚069	5‚945
Deferred tax assets
Product inventories	2‚711	1‚659
Allowance for doubtful accounts	983	959
Accrued expenses	813	777
Total deferred tax assets	4‚507	3‚395
Net deferred tax liabilities	1‚562	2‚550

F-11

SCP POOL CORPORATION

4.          Income Taxes (continued)

Significant components of income taxes before the tax effect of the accounting change were as follows:

(Dollars‚ in thousands)	December 31‚
	2000		1999	1998
Current
Federal	16‚321		11‚702	7‚917
Other‚ primarily state	1‚813		1‚084	700
	18‚134		12‚786	8‚617
Deferred
Federal	(889	)	109	(513	)
Other‚ primarily state	(99	)	11	(61	)
	(988	)	120	(574	)
Total	17‚146		12‚906	8‚043

The reconciliation of income taxes computed at the federal statutory rates to income taxes before the tax effect of the accounting change was:

(Dollars‚ in thousands)	December 31‚
	2000	1999	1998
Tax at statutory rates	15‚828	12‚085	7‚623
Other‚ primarily state income taxes	1‚318	821	420
Total	17‚146	12‚906	8‚043

F-12

SCP POOL CORPORATION

5.          Common Stock and Earnings Per Share

In May 2000‚ the Board of Directors declared a three-for-two stock split of the Company’s common stock‚ which was paid in the form of a stock dividend on June 19‚ 2000 to the stockholders of record at the close of business on May 19‚ 2000. Accordingly‚ all prior period share and per share data and related capital amounts have been adjusted to reflect the effects of this split.

In accordance with FASB Statement No. 128‚ “Earnings per Share” (SFAS 128)‚ the Company has presented basic earnings per share computed on the basis of the weighted average number of shares outstanding during the period and diluted earnings per share‚ computed on the basis of the weighted average number of shares and all dilutive potential shares outstanding during the year. A reconciliation between basic and diluted weighted average number of shares outstanding and the related earnings per share calculation is presented below:

	December 31‚
	2000	1999	1998
(Dollars‚ in thousands)
Numerator
Net income before change in accounting principle	28‚076	21‚622	13‚738
Adjustment for interest expense‚ net of tax‚ on convertible notes	8	8	8
Numerator for diluted earnings per share before change in accounting principle	28‚084	21‚630	13‚746
Numerator
Net income after change in accounting principle	28‚076	21‚078	13‚738
Adjustment for interest expense‚ net of tax‚ on convertible notes	8	8	8
Numerator for diluted earnings per share after change in accounting principle	28‚084	21‚086	13‚746
(In thousands)
Denominator
Denominator for basic earnings per share - weighted-average shares	16‚990	17‚266	17‚438
Effect of dilutive securities
Stock options	542	334	208
Convertible notes	210	221	221
Denominator for diluted earnings per share	17‚742	17‚821	17‚867

6.          Commitments and Contingencies

The Company leases facilities for its corporate office‚ service centers and vehicles under non-cancelable operating leases that expire in various years through 2011 but which have options to extend for various terms. Rental expense under such operating leases was approximately $16‚513‚000 in 2000‚ $13‚463‚000 in 1999 and $10‚563‚000 in 1998. The future minimum lease payments as of December 31‚ 2000 related to non-cancelable operating leases with initial terms of one year or more are set forth below (Dollars‚ in thousands):

2001	14‚463
2002	11‚524
2003	9‚182
2004	6‚145
2005	3‚910
Thereafter	4‚085
	49‚309

F-13

SCP POOL CORPORATION

7.          Employee Benefit Plans

The Company’s eligible employees may participate in a Company sponsored savings and retirement plan that provides for discretionary Company contributions under a profit-sharing provision. Employees who are eligible to participate in the savings plan are able to contribute a percentage of their base compensation not to exceed 15%‚ subject to a dollar limit. Beginning in 2000‚ the Company contributes an amount equal to 50% of employee contributions up to 6% of their base compensation. In 1999 and 1998‚ the Company contributed an amount equal to 25% of employee contributions up to 6% of their base compensation. Employee contributions are invested in certain equity and fixed income securities based on employee elections. Matching contributions and profit-sharing contributions made by the Company were $894‚000 and $954‚000‚ respectively in 2000‚ $330‚000 and $733‚000‚ respectively in 1999‚ and $272‚000 and $1‚100‚000‚ respectively in 1998.

8.          Stock Option and Stock Purchase Plans

The 1995 Stock Option Plan (the “1995 Plan”) authorized the Board to grant‚ at its discretion‚ to employees‚ agents‚ consultants or independent contractors of the Company‚ options to purchase shares of the Company’s common stock. The number of shares granted under this plan was limited to an aggregate amount of 1‚350‚000 shares. Granted options have an exercise price of not less than the fair market value of the stock on the date of grant. Options generally were exercisable two years after the date of grant and expire ten years from the date of grant. In May 1998‚ the 1995 Plan was suspended. This action had no effect on options granted prior to the suspension.

In May 1998‚ the shareholders approved the 1998 Stock Option Plan (the “1998 Plan”) which authorizes the Board to grant‚ at its discretion‚ options to purchase shares of the Company’s common stock‚ stock appreciation rights‚ restricted stock and performance awards to employees‚ agents‚ consultants or independent contractors of the Company. The number of shares authorized for issuance under the 1998 Plan is limited to 1‚687‚500 shares of which 786‚800 shares were available for grant as of December 31‚ 2000. Granted options usually have an exercise price of not less than the fair market value of the stock on the date of grant. During 2000‚ the Company granted 490‚750 options to its employees and officers. Of those options‚ the Company granted 45‚000 stock options at $0.01 per share to the executive officers and certain senior managers. Options generally are exercisable two or more years after the date of grant and expire ten years after the date of grant. Total compensation expense for options granted below market price was $428‚000 for the year ended December 31‚ 2000.

The SCP Pool Corporation Non-Employee Directors Equity Incentive Plan permits the Board to grant to each non-employee director options to purchase shares of the Company’s common stock. The number of shares granted under this plan is limited to an aggregate amount of 675‚000 shares of which 464‚060 shares were available for grant as of December 31‚ 2000. During 2000‚ the Company granted 42‚185 options to its non-employee directors. The options have an exercise price of not less than the fair market value of the stock on the date of grant and generally are exercisable one year after the date of grant and expire ten years after the date of grant.

In March 1998‚ the Company’s Board adopted the SCP Pool Corporation Employee Stock Purchase Plan (“ESPP”). Under the plan‚ eligible employees may be granted rights to purchase up to an aggregate of 1‚350‚000 shares of the Company’s common stock of which 1‚313‚939 shares were available for grant as of December 31‚ 2000. Rights are exercisable at 85% of the applicable market value per share. The applicable market value‚ as defined‚ is the lower of either (a) the closing price of the Company’s common stock at the end of a six month period ending either June 30 or December 31 of any given year or (b) the average of the beginning and ending closing prices of the Company’s common stock for such six month period. There were 17‚311 shares issued in 2000 under the ESPP.

F-14

SCP POOL CORPORATION

8.          Stock Option and Stock Purchase Plans (continued)

FASB Statement No. 123‚ “Accounting for Stock-Based Compensation” (SFAS 123) requires the Company to disclose pro forma information regarding net income and earnings per share as if the Company had accounted for its employee stock options under the fair value method. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:

	December 31‚
	2000	1999	1998
Risk-free interest rate	6.77 %	5.41 %	4.71 %
Expected dividend yield	—	—	—
Expected volatility	0.27	0.31	0.29
Weighted average expected life	7.3 years	5.5 years	4.1 years

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition‚ option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate‚ in management’s opinion‚ the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

For purposes of pro forma disclosures‚ the estimated fair value of the options is amortized to expense over the options’ vesting period. Had the Company’s stock-based compensation plan been determined based on the fair value at the grant dates‚ the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

(Dollars‚ in thousands expect per share data)	December 31‚
	2000	1999	1998
Pro forma net income	26‚330	20‚407	13‚193
Pro forma earnings per share
Basic	1.55	1.18	0.75
Diluted	1.49	1.15	0.74

F-15

SCP POOL CORPORATION

8.          Stock Option and Stock Purchase Plans (continued)

A summary of the Company’s stock option activity and related information for the plans described above is as follows:

(Exercise price and fair value of		2000		1999		1998
options in Dollars)			Weighted		Weighted		Weighted
			Average		Average		Average
			Exercise		Exercise		Exercise
		Options	Price	Options	Price	Options	Price
Outstanding - beginning of year		1‚165‚943	6.79	871‚143	6.29	659‚329	4.90
Granted equal to fair value		487‚935	17.02	372‚637	9.24	267‚750	9.25
Granted less than fair value		45‚000	0.01	93‚750	0.01	—	—
Total granted		532‚935		466‚387		267‚750
Exercised		120‚457	7.09	135‚587	5.03	39‚017	3.12
Forfeitures		8‚625	13.75	36‚000	8.93	16‚920	6.41
	Outstanding - end of year	1‚569‚796	9.71	1‚165‚943	6.79	871‚143	6.29
Exercisable at end of year		759‚828	7.36	522‚830	5.67	341‚241	4.41
Weighted average fair value of
options granted during the year		8.88		7.71		4.21

A summary of the exercise prices weighted average contractual life for options outstanding as of December 31‚ 2000 is as follows:

(Dollars‚ except as noted)	Exercise Price Range
	$0.01 - $11.67	$11.68 - $25.75
Options outstanding (shares)	1‚087‚486	482‚310
Weighted average exercise price	6.41	17.02
Weighted average remaining contractual life (years)	6.97	9.16
Options exercisable (shares)	714‚828	45‚000
Weighted average exercise price of options exercisable	6.58	16.33

F-16

SCP POOL CORPORATION

9.          Quarterly Financial Data (Unaudited)

The following is a tabulation of the Company’s unaudited quarterly results of operations for the years ended December 31‚ 2000 and 1999:

(Dollars‚ in thousands	Quarter Ended
except per share data)
	3/00	6/00	9/00	12/00		3/99	6/99	9/99	12/99
Net sales	120‚631	253‚957	190‚474	104‚699		98‚906	225‚125	163‚325	82‚469
Gross profit	28‚522	63‚085	45‚591	24‚670		22‚755	54‚646	38‚591	17‚303
Net income (loss)
before change in
accounting principle	1‚242	19‚795	9‚750	(2‚711	)	678	15‚877	8‚051	(2‚984	)
Net income (loss)	1‚242	19‚795	9‚750	(2‚711	)	134	15‚877	8‚051	(2‚984	)
Net income (loss) per
share before change
in accounting principle
Basic	0.07	1.17	0.57	(0.16	)	0.04	0.92	0.47	(0.17	)
Diluted	0.07	1.12	0.55	(0.16	)	0.04	0.89	0.45	(0.17	)
Net income (loss) per
share after change in
accounting principle
Basic	0.07	1.17	0.57	(0.16	)	0.01	0.92	0.47	(0.17	)
Diluted	0.07	1.12	0.55	(0.16	)	0.01	0.89	0.45	(0.17	)

As a result of differences in the manner in which in-the-money stock options are considered from quarter-to-quarter under the requirements of SFAS 128‚ diluted earnings per share for annual periods may not equal the sum of the individual quarter’s diluted earnings per share amount.

F-17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934‚ the registrant has duly caused this report to be signed on its behalf by the undersigned‚ thereunto duly authorized on March 27‚ 2001.

SCP POOL CORPORATION

By:   /S/ WILSON B. SEXTON
Wilson B. Sexton‚ Chairman‚
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934‚ this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 27‚ 2001.

Signature:	Title:
/S/ WILSON B. SEXTON
Wilson B. Sexton	Chairman‚ Chief Executive Officer and Director
/S/ MANUEL J. PEREZ DE LA MESA
Manuel J. Perez de la Mesa	President and Chief Operating Officer
/S/ CRAIG K. HUBBARD
Craig K. Hubbard	Chief Financial Officer‚ Treasurer and Secretary
/S/ ANDREW W. CODE
Andrew W. Code	Director
/S/ JAMES J. GAFFNEY
James J. Gaffney	Director
/S/ FRANK J. ST. ROMAIN
Frank J. St. Romain	Director
/S/ ROBERT C. SLEDD
Robert C. Sledd	Director
/S/ JOHN E. STOKELY
John E. Stokely	Director

SCP POOL CORPORATION

SCHEDULE II - Valuation and Qualifying Accounts

	Balance At	Charged To
	Beginning Of	Costs And	Charged To		Balance At End
(Dollars‚ in thousands)	Period	Expenses	Other Accounts (1)	Deductions (2)	of Period
Year ended December 31‚ 2000
Reserves and allowances deducted from asset accounts
Allowance for uncollectable accounts	2‚815	1‚031	254	1‚252	2‚848
Allowance for inventory obsolescence	3‚040	1‚724	367	240	4‚891
Year ended December 31‚ 1999
Reserves and allowances deducted from asset accounts
Allowance for uncollectable accounts	2‚397	1‚515	200	1‚297	2‚815
Allowance for inventory obsolescence	3‚008	280	0	248	3‚040
Year ended December 31‚ 1998
Reserves and allowances deducted from asset accounts
Allowance for uncollectable accounts	1‚938	1‚313	212	1‚066	2‚397
Allowance for inventory obsolescence	2‚161	904	117	174	3‚008

_________________

(1)     Acquisition of business.

(2)     Deductions represent uncollectable accounts written off net of recoveries and inventory adjustments.

SCP POOL CORPORATION

Exhibit
Number	Document Description
3.1	Restated Certificate of Incorporation of the Company. (1)
3.2	Restated Bylaws of the Company. (2)
4.1	Form of certificate representing shares of common stock of the Company. (2)
10.1	Agreement dated as of March 31‚ 1992‚ by and between Wexco and W.B. Sexton. (2)
10.2	Patent Assignment‚ dated as of January 20‚ 1995‚ between Wexco Incorporated and
	Alliance Packaging‚ Inc. (2)
10.3	SCP Pool Corporation 1995 Stock Option Plan. (2)
10.4	Form of Individual Stock Option Agreement. (2)
10.5	Form of Convertible Subordinated Note dated as of December 31‚ 1993 issued by
	SCP Holding Corp. (2)
10.6	Lease‚ dated as of November 7‚ 1991‚ by and between St. Romain’s Children’s Trust
	and South Central Pool Supply‚ Inc. (2)
†10.7	Sales Agreement dated as of October 1‚ 1993‚ between PPG Industries‚ Inc. and
	SCP Supply (2)
10.8	SCP Pool Corporation 1996 Non-Employee Director Equity Incentive Plan (3)
10.10	Asset Purchase Agreement‚ dated as of September 26‚ 1996‚ among South Central
	Pool Supply‚ Inc.‚ SCP Pool Corporation‚ The B-L Network‚ Inc. and Bio-Lab‚ Inc. (4)
10.11	Asset Purchase Agreement‚ dated as of September 26‚ 1996‚ among Alliance
	Packaging‚ Inc.‚ SCP Pool Corporation‚ South Central Pool Supply‚ Inc. and Bio-Lab‚ Inc. (4)
†10.12	Supply Agreement‚ among Bio-Lab‚ Inc.‚ South Central Pool Supply‚ Inc.‚ and SCP
	Pool Corporation (4)
†10.13	Supply Agreement‚ dated as of September 26‚ 1996‚ among Bio-Lab‚ Inc.‚ South
	Central Pool Supply‚ Inc.‚ and SCP Pool Corporation (4)
††10.14	Asset Purchase Agreement‚ dated as of November 13‚ 1997‚ among SCP Pool
	Corporation‚ South Central Pool Supply‚ Inc.‚ Bicknell Huston Distributors‚ Inc.‚
	Pacific Industries‚ Inc. and Cookson America‚ Inc. (5)
10.15	Third Amended and Restated Credit Agreement‚ dated as of December 31‚ 1997‚ by
	and among South Central Pool Supply‚ Inc.‚ the institutions from time to time party
	thereto as lenders‚ LaSalle National Bank‚ as Agent and Co-Arranger and Hibernia
	National Bank as Co-Arranger (6)
10.16	Amendment‚ dated December 31‚ 1997‚ to the Asset Purchase Agreement‚ dated as
	of November 13‚ 1997‚ among SCP Pool Corporation‚ South Central Pool Supply‚
	Inc.‚ Bicknell Huston Distributors‚ Inc.‚ Pacific Industries‚ Inc. and Cookson
	America‚ Inc. (6)
10.17	SCP Pool Corporation 1998 Stock Option Plan (1)
10.19	Form of Stock Option Agreement under 1998 Stock Option Plan (7)
10.20	SCP Pool Corporation Employee Stock Purchase Plan (1)
10.21	Amendment No. 1 to SCP Pool Corporation Employee Stock Purchase Plan (7)
10.22	Asset Purchase Agreement dated as of January 8‚ 1999‚ among South Central Pool
	Supply‚ Inc.‚ Benson Pump Co.‚ Benson Pump-Georgia‚ Inc.‚ and J.K.K.T. Corp. (7)
10.23	Employment Agreement‚ dated January 25‚ 1999‚ among SCP Pool Corporation‚
	South Central Pool Supply‚ Inc. and Manuel J. Perez de la Mesa (7)
10.24	Asset Purchase Agreement‚ dated June 14‚ 2000‚ by and among SCP Pool
	Corporation‚ Arch Chemicals‚ Inc. and Superior Pool Products‚ Inc. (8)
10.25	Amendment No. 1 to the Third Amended and Restated Credit Agreement, dated as of
	July 31, 1998, by and among South Central pool Supply, Inc., the financial institutions listed
	on the signature pages thereof, LaSalle National Bank and each of the Persons identified on the
	signature pages thereto as a loan party.
10.26	Amendment No. 2 to the Third Amended and Restated Credit Agreement, dated as of
	December 18, 1998, by and among South Central pool Supply, Inc., the financial institutions listed
	on the signature pages thereof, LaSalle National Bank and each of the Persons identified on the
	signature pages thereto as a loan party.
10.27	Amendment No. 3 to the Third Amended and Restated Credit Agreement, dated as of
	June 25, 1999, by and among South Central pool Supply, Inc., the financial institutions listed
	on the signature pages thereof, LaSalle Bank National Association and each of the Persons
	identified on the signature pages thereto as a loan party.
10.28	Amendment No. 4 to the Third Amended and Restated Credit Agreement, dated as of
	November 22, 1999, by and among South Central pool Supply, Inc., the financial institutions listed
	on the signature pages thereof, LaSalle Bank National Association and each of the Persons
	identified on the signature pages thereto as a loan party.
10.29	Consent Agreement to the Third Amended and Restated Credit Agreement
	dated as of July 31‚ 2000‚ by and among South Central Pool Supply‚ Inc.‚ the
	financial institutions listed on the signature pages thereof‚ LaSalle Bank
	National Association and each of the Persons identified on the signature
	pages thereto as a loan party.
10.30	Consent and Amendment No. 5 to the Third Amended and Restated Credit
	Agreement‚ dated as of December 28‚ 2000‚ by and among South Central
	Pool Supply‚ Inc.‚ the financial institutions listed on the signature pages
	thereof‚ LaSalle Bank National Association and each of the Persons
	identified on the signature pages thereto as a loan party
10.31	Consent and Amendment No. 6 to the Amended and Restated Credit
	Agreement‚ dated as of January 26‚ 2001‚ by and among South Central Pool
	Supply‚ Inc.‚ the financial institutions listed on the signature pages thereof‚
	LaSalle Bank National Association and each of the Persons identified on the
	signature pages thereto as a loan party.
10.32	Asset Purchase Agreement‚ dated January 26‚ 2001‚ by and between Hughes
	Supply‚ Inc.‚ Allstate Pool Supplies‚ Inc.‚ Allstate Pool Business‚ L.P. and
	Superior Pool Products LLC‚ SCP Distributors LLC and SCP Acquisition
	Co. LLC. (9)
21.1	Subsidiaries of the registrant.
23.1	Consent of Ernst & Young LLP.

_________________

†		Confidential Treatment Granted.
††		Confidential Treatment Granted for portions of Exhibit C to this Agreement.
(1	)	Incorporated by reference to the respective exhibit to the Company’s Definitive Proxy Statement
		on Schedule 14A‚ filed April 8‚ 1998.
(2	)	Incorporated by reference to the respective exhibit to the Company’s Registration Statement No. 33-92738.
(3	)	Incorporated by reference to the respective exhibit to the Company’s Annual Report on Form
		10-K for the fiscal year ended December 31‚ 1995.
(4	)	Incorporated by reference to the respective exhibit to the Company’s Quarterly Report on Form
		10-Q for the period ended September 30‚ 1996.
(5	)	Incorporated by reference to the respective exhibit to the Company’s Registration Statement No. 333-40245.
(6	)	Incorporated by reference to the respective exhibit to the Company’s Annual Report on
		Form 10-K for the fiscal year ended December 31‚ 1997.
(7	)	Incorporated by reference to the respective exhibit to the Company’s Annual Report on
		Form 10-K for the fiscal year ended December 31‚ 1998.
(8	)	Incorporated by reference to the respective exhibit to the Company’s Quarterly Report
		on Form 10-Q for the period ended June 30‚ 2000.
(9	)	Incorporated by reference to the respective exhibit to the Company’s Report on Form
		8-K filed with the SEC on February 2‚ 2001.

EX-10

EXHIBIT 10.25

                                                AMENDMENT NO. 1 TO
                                                 THIRD AMENDED AND
                                             RESTATED CREDIT AGREEMENT
                                           Dates as of December 31, 1997


         THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment") is made as of this
31st day of July, 1998 by and among SOUTH CENTRAL POOL SUPPLY, INC., a Delaware corporation (the "Borrower"), the
financial institutions listed on the signature pages hereof (the "Lenders") and LASALLE NATIONAL BANK, in its
individual capacity as a Lender and in its capacity as agent ("Agent") under that certain Third Amended and
Restated Credit Agreement dated as of December 31, 1997 by and among the Borrower, the Lenders and the Agent (the
"Credit Agreement").  Defined terms used herein and not otherwise defined herein shall have the meaning given to
them in the Credit Agreement.


                                                    WITNESSETH

         WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement; and

         WHEREAS, the Borrower has requested the Agent and the Lenders to amend the Credit Agreement to permit
SCP (UK) Limited, a private limited company formed under the laws of England and Wales and a wholly-owned
subsidiary of the Borrower ("SCP (UK)"), to consummate the acquisition (the "Acquisition") of all of the issued
and outstanding shares of Nor-Cal Limited, a private limited company formed under the laws of England and Wales
("Nor-Cal") and to consent to the Acquisition;

         WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend the Credit Agreement on the terms
and conditions hereinafter set forth and to consent to the Acquisition.

         NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower, the Lenders and the Agent have agreed to the following amendments to the Credit Agreement.

         1.       Amendment to Credit Agreement.  Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is amended as follows:

         1.1      Section 1.1 of the Credit Agreement is hereby amended (i) to delete the phrase "and (h)" now appearing
in the definition of "Collateral Documents" and to substitute the following therefor: ",(h) the Share Charge, and
(i)"; and (ii) to insert the following definitions in alphabetical order:

         "Amendment No. 1 Effective Date" means August 3, 1998.

         "Domestic Incorporated Subsidiary" means a Subsidiary of the Borrower organized under the laws of a
         jurisdiction located in the United States of America.

         "Foreign Incorporated Subsidiary" means a Subsidiary of the Borrower which is not a Domestic
         Incorporated Subsidiary.

         "Nor-Cal" means Nor-Cal Limited, a private limited company formed under the laws of England and Wales,
         together with its successors and assigns.

         "Nor-Cal Acquisition" means the Acquisition by SCP (UK) of all of the issued and outstanding Capital
         Stock of Nor-Cal on the terms and conditions set forth in the Nor-Cal Acquisition Agreement.

         "Nor-Cal Acquisition Agreement" means that certain Share Purchase Agreement, dated as of the Amendment
         No. 1 Effective Date, by and among the Borrower, Robert W. Trusson, David Mathers, and Joan Renee
         Trusson.

         "SCP (UK)" means SCP (UK) Limited, a private limited company formed under the laws of England and Wales,
         together with its successors and assigns.

         "Share Charge" means that certain Charge Over Shares, dated as of the Amendment No. 1 Effective Date,
         executed by the Borrower in favor of the Agent for the benefit of itself and the Holders of Secured
         Obligations pursuant to which the Borrower has pledged sixty-five percent (65%) of the Capital Stock of
         SCP (UK) as additional security for the Secured Obligations, as the same may be amended, restated,
         supplemented or otherwise modified from time to time.

         1.2.      Section 1.2 of the Credit Agreement is hereby amended to delete the phrase "other than Alliance" now
appearing therein, and to substitute the following therefor:  "other than the Subsidiaries of the Borrower
identified on Schedule 5.8".

         1.3.      The fourth sentence of Section 5.8 of the Credit Agreement is hereby deleted in its entirety, and the
following is substituted therefor:  "Except as set forth on Schedule 5.8, the Borrower has no Subsidiaries."

         1.4.     Article V of the Credit Agreement is hereby amended to insert the following new section at the end
thereof:

         5.23     The Nor-Cal Acquisition.  As of the Amendment No. 1 Effective Date, the Nor-Cal Acquisition has been
         consummated pursuant to the Nor-Cal Acquisition Agreement, no material breach, default or waiver of any
         term or condition of the Nor-Cal Acquisition Agreement by SCP (UK) or, to the best of the Borrower's
         knowledge, the other parties thereto has occurred, and SCP (UK) has obtained good and marketable title
         to the "Shares" (as defined in the Nor-Cal Acquisition Agreement) free and clear of any Liens other than
         Liens permitted under this Agreement.

         1.5.     Section 6.3(A)(ii)(f) of the Credit Agreement is hereby deleted in its entirety and the following is
substituted therefor:

         "(f)     Indebtedness arising from intercompany loans from the Borrower to any Subsidiary, or from any
         Subsidiary to the Borrower or any other Subsidiary; provided, that the aggregate outstanding principal
         amount of all such intercompany loans from the Borrower or any Domestic Incorporated Subsidiary to any
         Foreign Incorporated Subsidiary made after the Amendment No. 1 Effective Date, together with all
         Investments permitted under Section 6.3(D)(v), shall not exceed $3,000,000 at any time."

         1.6       Section 6.3(D) of the Credit Agreement is hereby amended (x) to insert a new subsection (v) as follows:

         "(v)     Investments by the Borrower or any Subsidiary in any Foreign Incorporated Subsidiary,
         including, without limitation, intercompany loans to any Foreign Incorporated Subsidiary permitted by
         Section 6.3(A)(ii)(f); provided, that the aggregate amount of all Investments by the Borrower or any
         Domestic Incorporated Subsidiary in Foreign Incorporated Subsidiaries made after the Amendment No. 1
         Effective Date, together with all intercompany loans from the Borrower or any Domestic Incorporated
         Subsidiary to any Foreign Incorporated Subsidiary permitted under Section 6.3(A)(ii)(f), shall not
         exceed $3,000,000 at any time;"

; and (y) to renumber subsections (v) and (vi) as subsection (vi) and (vii), respectively.

         1.7       Section 6.3(G) of the Credit Agreement is hereby amended to insert the phrase "other than the
Subsidiaries identified on Schedule 5.8" immediately after the phrase "acquire any Subsidiary" now appearing in
the fourth sentence thereof.

         1.8       Section 6.3(T) of the Credit Agreement is hereby amended to insert the phrase ", the Nor-Cal Acquisition
Agreement" immediately after the phrase "BHD Acquisition Agreement" now appearing therein.

         1.9       Schedule 5.8 is hereby amended and restated in the form of Exhibit B attached hereto.

         2.       Conditions of Effectiveness.       This Amendment shall not become effective unless the Agent
shall have received the following on or before August 4, 1998:

         (a)      duly executed originals of this Amendment from each of the Borrower, the Agent and the Required Lenders;

         (b)      duly executed originals of the Share Charge from the Borrower;

         (c)      an executed copy of the Nor-Cal Acquisition Agreement;

         (d)      an executed copy of the reaffirmation from Alliance in the form attached hereto as Exhibit A; and

         (e)      a certificate executed by an Authorized Officer of the Borrower certifying compliance with the
         requirements of Section 6.3(G)(1), (2) and (3), together with all deliveries required in
         connection therewith.

         3.       Representations and Warranties of the Borrower.        The Borrower hereby represents and
warrants as follows:

         (a)      This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal,
         valid and binding obligations of the Borrower and are enforceable against the Borrower in
         accordance with their terms.

         (b)      Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations
         and warranties made in the Credit Agreement and the other Loan Documents to the extent the same
         are not amended hereby, agrees that all such covenants, representations and warranties shall be
         deemed to have been remade as of the effective date of the Amendment.

         (c)      No Default or Unmatured Default has occurred and is continuing or would result from the execution of
         this amendment or the transactions contemplated hereby.

         4.       Reference to the Effect on the Credit Agreement.

         (a)      Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit
                  Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or words of like import
                  shall mean and be a reference to the Credit Agreement as amended hereby.

         (b)      Except as specifically amended above, the Credit Agreement and all other documents, instruments and
                  agreements executed and/or delivered in connection therewith, shall remain in full force and
                  effect, and are hereby ratified and confirmed.

         (c)      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
                  herein, operate as a waiver of any right, power of remedy of the Agent or the Lenders, nor
                  constitute a waiver of any provision of the Credit Agreement or any other documents,
                  instruments and agreements executed and/or delivered in connection therewith.

         5.       GOVERNING LAW.    THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (INCLDUING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF ILLINOIS.

         6.       Headings.         Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of the Amendment for any other purpose.

         7.       Counterparts.     This Amendment may be executed by one or more of the parties to the Amendment
on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.  This Amendment may be executed by facsimile and a facsimile transmission of a
signature to the Agent or the Agent's counsel shall be effective as though an original signature had been so
delivered.

         8.       No Strict Construction.   The parties have participated jointly in the negotiation and drafting
of this Amendment and the Credit Agreement.  In the event an ambiguity or question of intent or interpretation
arises, this Amendment and the Credit Agreement as hereby amended shall be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Amendment or the Credit Agreement.



                                    -----Remainder of this page intentionally blank----



                  IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



                                            SOUTH CENTRAL POOL SUPPLY, INC.

                                            By: /S/
                                            Title:


                                            LASALLE NATIONAL BANK, as Agent and as a Lender


                                            By: /S/
                                            Title:


                                            THE FIRST NATIONAL BANK OF CHICAGO, as a Lender


                                            By: /S/
                                            Title:


                                            HIBERNIA NATIONAL BANK, as a Lender


                                            By: /S/
                                            Title:

EX-10

EXHIBIT 10.26

                                                AMENDMENT NO. 2 TO
                                                 THIRD AMENDED AND
                                             RESTATED CREDIT AGREEMENT
                                           Dated as of December 31, 1997


         THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment") is made as of this
18th day of December, 1998 by and among SOUTH CENTRAL POOL SUPPLY, INC., a Delaware corporation (the "Borrower"),
the financial institutions listed on the signature pages hereof (the "Lenders") and LASALLE NATIONAL BANK, in its
individual capacity as a Lender and in its capacity as agent ("Agent") under that certain Third Amended and
Restated Credit Agreement dated as of December 31, 1997 by and among the Borrower, the Lenders and the Agent (the
"Credit Agreement").  Defined terms used herein and not otherwise defined herein shall have the meaning given to
them in the Credit Agreement.

                                                    WITNESSETH

         WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement; and

         WHEREAS, the Borrower has requested the Agent and the Lenders to amend the Credit Agreement to permit
the Borrower to establish certain Subsidiaries;

         WHEREAS, the Borrower, the Required Lenders and the Agent have agreed to amend the Credit Agreement on
the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower, the Required Lenders and the Agent have agreed to the following amendments to the Credit Agreement.

         1.       Amendment to Credit Agreement.     Subject to the satisfaction of the conditions precedent set
forth in Section 2 below, the Credit Agreement is amended as follows:

         1.1      Section 1.1 of the Credit Agreement is hereby amended (i) to delete the definition of "Collateral
Documents" and to substitute the following therefor:

         "Collateral Documents" means all agreements, instruments and documents executed in connection with the
         Original Credit Agreement, the Restated Credit Agreement, the Second Restated Credit Agreement or this
         Agreement, including, without limitation (a) the Security Agreement, (b) the Guaranty, (c) the Alliance
         Security Agreement, (d) the Pledge Agreement, (e) all security agreements relating to any intellectual
         property of the Borrower or Alliance, (f) the Collection Account Agreements, (g) the Mortgages, (h) the
         Share Charge, and (i) all other security agreements, mortgages, deeds of trusts, loan agreements, notes,
         guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee
         letters, notices, leases, financing statements and all other written matter whether heretofore, now, or
         hereafter executed by or on behalf of Borrower or any of its Subsidiaries and delivered to the Agent or
         any of the Lenders, together, in each case, with all agreements and documents referred to therein or
         contemplated thereby.

; (ii) to delete the definition of "Pledge Agreement" and to substitute the following therefor:

         "Pledge Agreement" means that certain Amended and Restated Pledge Agreement, dated as of December 18,
         1998, executed by the Borrower in favor of the Agent for the benefit of itself and the Holders of
         Secured Obligations pursuant to which the Borrower has pledged one hundred percent (100%) of the Capital
         Stock of each of its Domestic Incorporated Subsidiaries and sixty-five percent (65%) of the Capital
         Stock of each of its first-tier Foreign Incorporated Subsidiaries as additional security for the Secured
         Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

; and (iii) to delete the definition of "Alliance Guaranty" to insert the following new definition in
alphabetical order:

         "Guaranty" means that certain Guaranty executed from time to time by each of the Domestic Incorporated
         Subsidiaries of the Borrower in favor of the Agent for the benefit of itself and the Holders of Secured
         Obligations, as amended, restated, supplemented or otherwise modified from time to time, in
         substantially the form of Exhibit I attached hereto.

         1.2       Section 6.2 of the Credit Agreement is hereby amended to insert the following new Section 6.2(O) at the
end thereof:

         (O)Subsidiary Guarantees and Pledges.  The Borrower shall (i) on or prior to December 31, 1998 execute
or cause to be executed (x) the Pledge Agreement and (y) the Share Charge, and shall deliver to the Agent all
such pledge agreements, together with appropriate corporate resolutions and other documentation (including
opinions, if requested by the Agent, the stock certificates representing the shares subject to such pledge, stock
powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to
perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the
Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over such shares;
(ii) cause each Domestic Incorporated Subsidiary of the Borrower and each of its Domestic Incorporated
Subsidiaries, within ten (10) days of the date such Subsidiary became a Subsidiary of the Borrower or any
Domestic Incorporated Subsidiary of the Borrower, to deliver to the Agent an executed guaranty supplement to
become a guarantor under the Guaranty in the form attached to the Guaranty and appropriate corporate resolutions,
opinions and other documentation in form and substance reasonably satisfactory to the Agent and cause to be
executed one or more pledge agreements with respect to 100% of the shares of each such Subsidiary, in
substantially the form of Exhibit H attached hereto; and (iii) for each first-tier Foreign Incorporated
Subsidiary, within sixty (60) days of the date such Subsidiary became a Subsidiary of the Borrower or any
Domestic Incorporated Subsidiary of the Borrower, execute, or cause to be executed, and deliver to the Agent one
or more pledge agreements or share mortgages with respect to 65% of the shares of each such first-tier Foreign
Incorporated Subsidiary together with appropriate corporate resolutions and other documentation (including
opinions, if requested by the Agent, the stock certificates representing the shares subject to such pledge, stock
powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to
perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the
Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over such shares.

         1.3       Section 9.16 of the Credit Agreement is hereby deleted in its entirety and the following is substituted
therefor:

                  9.16 Dissolution of Alliance.  In the event that the Borrower dissolves Alliance, all reference
         in the Loan Documents to Alliance, and each of the Guaranty (solely with respect to Alliance) and the
         Alliance Security Agreement, shall be of no further force and effect, and no Default or Unmatured
         Default shall result therefrom.

         1.4       Exhibits H and I to the Credit Agreement are set forth as Exhibits B and C attached hereto.

         1.5       Schedule 5.8 to the Credit Agreement is hereby amended and restated in the form of Exhibit D attached
hereto.

         2.        Conditions of Effectiveness.  This Amendment shall not become effective unless the Agent shall have
received the following on or before December 18, 1998:

         (a)      duly executed originals of this Amendment from each of the Borrower, the Agent and the Required Lenders;

         (b)      duly executed originals of the Pledge Agreement from the Borrower;

         (c)      duly executed originals of the Guaranty executed by each of the Domestic Incorporated Subsidiaries of
                  the Borrower; and

         (d)      an executed copy of the reaffirmation from Alliance in the form attached hereto as Exhibit A.

         3.        Representations and Warranties of the Borrower.  The Borrower hereby represents and warrants as follows:

         (a)      This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal,
                  valid and binding obligations of the Borrower and are enforceable against the Borrower in
                  accordance with their terms.

         (b)      Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations
                  and warranties made in the Credit Agreement and the other Loan Documents to the extent the same
                  are not amended hereby, agrees that all such covenants, representations and warranties shall be
                  deemed to have been remade as of the effective date of this Amendment.

         (c)      No Default or Unmatured Default has occurred and is continuing or would result from the execution of
                  this amendment or the transactions contemplated hereby.

         4.       Reference to the Effect on the Credit Agreement.

         (a)      Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit
                  Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or words of like import
                  shall mean and be a reference to the Credit Agreement as amended hereby.

         (b)      Except as specifically amended above, the Credit Agreement and all other documents, instruments and
                  agreements executed and/or delivered in connection therewith, shall remain in full force and
                  effect, and are hereby ratified and confirmed.

         (c)      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
                  herein, operate as a waiver of any right, power of remedy of the Agent or the Lenders, nor
                  constitute a waiver of any provision of the Credit Agreement or any other documents,
                  instruments and agreements executed and/or delivered in connection therewith.

         5.       GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE
OF ILLINOIS.

         6.       Headings. Section headings in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose.

         7.       Counterparts.  This Amendment may be executed by one or more of the parties to the Amendment on any
number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  This Amendment may be executed by facsimile and a facsimile transmission of a signature to
the Agent or the Agent's counsel shall be effective as though an original signature had been so delivered.

         8.       No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of
this Amendment and the Credit Agreement.  In the event an ambiguity or question of intent or interpretation arises,
this Amendment and the Credit Agreement as hereby amended shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Amendment or the Credit Agreement.


                                     ----Remainder of this page intentionally blank----



                  IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



                                            SOUTH CENTRAL POOL SUPPLY, INC.

                                            By: /S/
                                            Title:


                                            LASALLE NATIONAL BANK, as Agent and as a Lender


                                            By: /S/
                                            Title:


                                            THE FIRST NATIONAL BANK OF CHICAGO, as a Lender


                                            By: /S/
                                            Title:


                                            HIBERNIA NATIONAL BANK, as a Lender


                                            By: /S/
                                            Title:


                                            SOCIETE GENERALE, as a Lender


                                            By: /S/
                                            Title:

EX-10

EXHIBIT 10.27

                                                 AMENDMENT NO. 3 TO
                                                 THIRD AMENDED AND
                                              RESTATED CREDIT AGREEMENT
                                            Dated as of December 31, 1997


         THIS  AMENDMENT  NO. 3 TO THIRD AMENDED AND RESTATED  CREDIT  AGREEMENT  ("Amendment")  is made as of this
25th day of  June,  1999 by and among SOUTH  CENTRAL POOL SUPPLY,  INC.,  a Delaware  corporation  (the
"Borrower"),  the financial  institutions  listed on the signature  pages hereof (the  "Lenders")  and LASALLE BANK
NATIONAL  ASSOCIATION,  formerly known as LaSalle National Bank, in its individual  capacity as a Lender and in its
capacity as agent  ("Agent")  under that certain Third Amended and Restated  Credit  Agreement dated as of December
31, 1997 by and among the  Borrower,  the Lenders and the Agent (as amended,  the "Credit  Agreement")  and each of
the Persons  identified on the signatories hereto as a Loan Party  (individually,  a "Loan Party" and collectively,
the "Loan  Parties").  Defined terms used herein and not otherwise  defined  herein shall have the meaning given to
them in the Credit Agreement.

                                                     WITNESSETH

         WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement; and

         WHEREAS,  the Borrower,  the Required  Lenders and the Agent have agreed to amend the Credit  Agreement on
the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the premises set forth above,  the terms and conditions  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency of which are hereby  acknowledged,
the Borrower, the Required Lenders and the Agent have agreed to the following amendments to the Credit Agreement.

1.       Amendment to the Credit  Agreement.  Subject to the satisfaction of the conditions  precedent set forth in
Section 2 below, the Credit Agreement is amended as follows:

         1.1      Section  1.1 of the  Credit  Agreement  is hereby  amended  by adding  the  following  definition
immediately after the definition of Acquisition:




                                                        -7-

                  "Acquisition  Adjustment"  means,  as of any  determination  date, an amount  determined
         with  respect  to each  Acquisition  or other  transaction  or  series of  transactions  in which
         Borrower or any of its  Subsidiaries  acquires  all or any  significant  portion of the assets of
         another  Person,   equal  to  the  product   obtained  by  multiplying  (a)  the  aggregate  cash
         consideration paid by Borrower and/or its Subsidiary in connection  therewith,  including closing
         costs  but  excluding  amounts  paid with cash  equity  directly  or  indirectly  contributed  by
         Holdings,  by (b) (i) 75%, if such  transaction  was  consummated in the 3 month period ending on
         the  determination  date,  (ii) 50%, if such  transaction  was  consummated in the 6 month period
         ending on the  determination  date, (iii) 25%, if such transaction was consummated in the 9 month
         period ending on the  determination  date, (iv) 0%, if such transaction was consummated more than
         9 months prior to the determination date."

The amount described in clause (a) above with respect to the Benson Pump Acquisition is $21,000,000.

         1.2      Section  2.8(b)(i)(a)  of the Credit  Agreement is hereby  amended by deleting such clause in its
entirety and substituting the following therefor:

         "(a)     with respect to Revolving Loans,  the sum of (x) the average of the outstanding  amounts
         as of the last day of each  quarter for the four  quarters in the period then ended plus (y) with
         respect  to each  calculation  of  Leverage  Ratio,  commencing  March 31,  1999,  the sum of the
         Acquisition  Adjustments for all Acquisitions or other  transactions or series of transactions in
         which  Borrower  or any of its  Subsidiaries  acquires  all  or any  significant  portion  of the
         business of another Person,  if any,  consummated  within the 9-month period ended on the date of
         calculation,  but not  including  any  Acquisitions  by Holdings,  Borrower or any  Subsidiary of
         Holdings  or  Borrower of any Person who was a wholly  owned  Subsidiary  of Borrower or Holdings
         immediately prior to such Acquisition; and"

         1.3      Section  6.3(F) of the Credit  Agreement is hereby  amended by adding the following at the end of
such Section:

         "(vi)    Borrower  may make  distributions  to  Holdings  which  are used by  Holdings  solely to
         redeem  outstanding  capital  stock of Holdings  provided  all of the  following  conditions  are
         satisfied:

                  (a)      no Default or Unmatured  Default  shall have  occurred and be continuing at the
         date of declaration or payment thereof or would result therefrom;

                  (b)      the maximum  distribution  permitted during the period commencing April 1, 1999
         until  termination of the Commitments  and payment in full of all of the Obligations  (other than
         contingent indemnity obligations) shall not exceed $7,322,000; and

                  (c)      after  giving  effect to such  distribution,  Borrower  is in  compliance  on a
         proforma  basis with the  covenants  set forth in Section  6.4,  recomputed  for the most  recent
         fiscal quarter for which financial statements are available.

         1.4      Section  6.3(G) of the Credit  Agreement is hereby  amended by adding the following at the end of
such Section:



         "Notwithstanding  anything herein to the contrary,  but without limiting the foregoing,  Borrower
         shall not, and shall not permit any of its  Subsidiaries,  without the prior  written  consent of
         Agent  and  Required  Lenders,  to  enter  into any  Acquisition  or  transaction  or  series  of
         transactions  in which Borrower and/or any of its  Subsidiaries,  acquires all or any significant
         portion of the assets of another  Person,  if the aggregate  purchase  price thereof  (including,
         without  duplication,  Indebtedness  assumed or incurred  in  connection  therewith  and the fair
         market  value of any  non-cash  consideration  thereof),  (a) when  combined  with the  aggregate
         purchase price of all such transactions  consummated within the same 12 month period,  commencing
         with the twelve month period  ending March 31, 2000,  exceeds  $10,000,000  or (b) when  combined
         with the  aggregate  purchase  price of all such  transactions  consummated  since April 1, 1999,
         exceeds $30,000,000."

         1.5      Section  6.4(D) is hereby  amended by  deleting  clause  (i) in the last  paragraph  thereof  and
substituting the following therefor:

         "(i)     with respect to Revolving Loans,  the sum of (x) the average of the outstanding  amounts
         as of the last day of each  quarter for the four  quarters in the period then ended plus (y) with
         respect  to each  calculation  of  Leverage  Ratio,  commencing  March 31,  1999,  the sum of the
         Acquisition  Adjustments for all Acquisitions or other  transactions or series of transactions in
         which  Borrower  or any of its  Subsidiaries  acquires  all  or any  significant  portion  of the
         business of another Person,  if any,  consummated  within the 9-month period ended on the date of
         calculation  but not  including  any  Acquisitions  by Holdings,  Borrower or any  Subsidiary  of
         Holdings  or  Borrower of any Person who was a wholly  owned  Subsidiary  of Borrower or Holdings
         immediately prior to such Acquisition; and"

2.       Conditions  of  Effectiveness.  This  Amendment  shall not become  effective  unless the Agent  shall have
received the following on or before June 30, 1999:

(1)      duly executed originals of this Amendment from each of the Borrower, the Agent and the Required Lenders;

(2)      the written consent of the holders of the Subordinated  Intercompany  Indebtedness,  in form and substance
satisfactory to Agent.

3.       Representations and Warranties of the Borrower.  The Borrower hereby represents and warrants as follows:

(1)      This  Amendment  and the  Credit  Agreement  as  amended  hereby,  constitute  legal,  valid  and  binding
obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

(2)      Upon the  effectiveness of this Amendment,  the Borrower hereby  reaffirms all covenants,  representations
and  warranties  made in the Credit  Agreement and the other Loan  Documents to the extent the same are not amended
hereby, and agrees that all such covenants,  representations  and warranties shall be deemed to have been remade as
of the effective date of this Amendment.

(3)      No Default or  Unmatured  Default has  occurred and is  continuing  or would result from the  execution of
this amendment or the transactions contemplated hereby.

(4)      The execution,  delivery and  performance of this Amendment (i) has been duly  authorized by all necessary
corporate  action and (ii) does not conflict with,  result in a breach of, or constitute (with or without notice or
lapse  of  time  or  both)  a  default  under  any  Contractual  Obligation  of  Holdings,  Borrower  or any of its
Subsidiaries.

4.       Reference to the Effect on the Credit Agreement.

(1)      Upon the  effectiveness  of Section 1 hereof,  on and after the date hereof,  each reference in the Credit
Agreement and other Loan Documents to "this Credit  Agreement,"  "hereunder,"  "hereof,"  "herein" or words of like
import shall mean and be a reference to the Credit Agreement as amended hereby.

(2)      Except as  specifically  amended above,  the Credit  Agreement and all other  documents,  instruments  and
agreements  executed  and/or  delivered in  connection  therewith,  shall remain in full force and effect,  and are
hereby ratified and confirmed.

(3)      The execution,  delivery and  effectiveness  of this Amendment shall not operate as a waiver of any right,
power of remedy of the Agent or the Lenders,  nor  constitute a waiver of any provision of the Credit  Agreement or
any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.       GOVERNING  LAW. THIS  AMENDMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE  WITH THE INTERNAL LAWS
(INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE  WITHOUT REGARD TO THE CONFLICTS OF LAW  PROVISIONS) OF THE STATE
OF ILLINOIS.

6.       Headings.  Section  headings in this Amendment are included  herein for  convenience of reference only and
shall not constitute a part of this Amendment for any other purpose.

7.       Counterparts.  This  Amendment  may be  executed  by one or more of the  parties to the  Amendment  on any
number of separate  counterparts and all of said counterparts  taken together shall be deemed to constitute one and
the same  instrument.  This Amendment may be executed by facsimile and a facsimile  transmission  of a signature to
the Agent or the Agent's counsel shall be effective as though an original signature had been so delivered.

8.       No Strict  Construction.  The parties hereto have participated  jointly in the negotiation and drafting of
this  Amendment  and the Credit  Agreement.  In the event an  ambiguity  or  question  of intent or  interpretation
arises,  this Amendment and the Credit  Agreement as hereby amended shall be construed as if drafted jointly by the
parties hereto and no  presumption  or burden of proof shall arise  favoring or disfavoring  any party by virtue of
the authorship of any provisions of this Amendment or the Credit Agreement.

9.       Reaffirmation.  Each of the Loan Parties as debtor,  grantor,  pledgor,  guarantor,  assignor, or in other
any other  similar  capacity  in which such Loan Party  grants  liens or  security  interests  in its  property  or
otherwise acts as  accommodation  party or guarantor,  as the case may be, hereby (i) ratifies and reaffirms all of
its payment and performance obligations,  contingent or otherwise,  under each of the Loan Documents to which it is
a party  (after  giving  effect  hereto)  and (ii) to the  extent  such Loan  Party  granted  liens on or  security
interests in any of its property  pursuant to any such Loan  Document as security for or otherwise  guaranteed  the
Borrower's  Obligations  under or with respect to the Loan  Documents,  ratifies and reaffirms  such  guarantee and
grant of security  interests  and liens and confirms and agrees that such security  interests  and liens  hereafter
secure all of the  Obligations as amended  hereby.  Each of the Loan Parties hereby  consents to this Amendment and
acknowledges  that  each of the Loan  Documents  remains  in full  force and  effect  and is  hereby  ratified  and
reaffirmed.  The  execution of this  Amendment  shall not operate as a waiver of any right,  power or remedy of the
Agent or Lenders,  constitute a waiver of any provision of any of the Loan  Documents or serve to effect a novation
of the Obligations.

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

                                            BORROWER:

                                            SOUTH CENTRAL POOL SUPPLY, INC.

                                            By:/S/
                                            Title:

                                            AGENT AND LENDER:

                                            LASALLE BANK NATIONAL ASSOCIATION, as Agent and as a Lender

                                            By:/S/
                                            Title:

                                            THE FIRST NATIONAL BANK OF CHICAGO, as a Lender

                                            By:/S/
                                            Title:

                                            HIBERNIA NATIONAL BANK, as a Lender

                                            By:/S/
                                            Title:

                                            SOCIETE GENERALE, as a Lender

                                            By:/S/
                                            Title:

                                            LOAN PARTIES:

                                            SCP POOL CORPORATION

                                            By:/S/
                                            Title:

                                            ALLIANCE PACKAGING INC.

                                            By:/S/
                                            Title:

                                            SCP INTERNATIONAL INC.

                                            By:/S/
                                            Title:

EX-10

EXHIBIT 10.28

                               AMENDMENT NO. 4 TO
                                THIRD AMENDED AND
                            RESTATED CREDIT AGREEMENT
                          Dated as of December 31, 1997


       THIS AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment")  is made as of this 22nd day of November,  1999 by and among SOUTH
CENTRAL  POOL  SUPPLY,  INC.,  a  Delaware  corporation  (the  "Borrower"),  the
financial  institutions listed on the signature pages hereof (the "Lenders") and
LASALLE BANK NATIONAL  ASSOCIATION,  formerly known as LaSalle National Bank, in
its individual capacity as a Lender and in its capacity as agent ("Agent") under
that certain Third Amended and Restated  Credit  Agreement  dated as of December
31, 1997 by and among the Borrower,  the Lenders and the Agent (as amended,  the
"Credit Agreement") and each of the Persons identified on the signatories hereto
as a Loan  Party  (individually,  a "Loan  Party"  and  collectively,  the "Loan
Parties").  Capitalized terms used herein and not otherwise defined herein shall
have the meaning given to them in the Credit Agreement.

                                   WITNESSETH:

     WHEREAS, the Borrower,  the Lenders and the Agent are parties to the Credit
Agreement;

     WHEREAS,  immediately  prior to the execution and delivery  hereof,  at the
request of  Societe  Generale,  Borrower  repaid to  Societe  Generale,  Societe
Generale's portion of all Loans outstanding under the Credit Agreement;

     WHEREAS,  after giving effect to the repayment  referred to above,  Societe
Generale  is no longer a Lender  under the  Credit  Agreement,  the  outstanding
principal  balance  of  Term  Loan  equals  $10,938,953.49,  and  the  Aggregate
Revolving Loan Commitment equals $53,662,790.70;

     WHEREAS,  the  repayment  referred to above was made by  Borrower  with the
understanding that (a) National City Bank would become a Lender under the Credit
Agreement and (b) the amount of financing available to Borrower under the Credit
Agreement would be increased as provided herein;

     WHEREAS,  Societe  Generale  will receive its pro rata share of  Applicable
Commitment  Fees when said fees are due and payable on  December  31,  1999,  as
determined in accordance  with the  provisions of Section  2.15(C) of the Credit
Agreement;  and WHEREAS, the Borrower,  the Lenders and the Agent have agreed to
amend the Credit Agreement on the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the foregoing  and the  agreements,
provisions and covenants  herein  contained,  Borrower,  Agent,  and the Lenders
agree as follows:


                                       -6-

     1. Amendments to Credit Agreement. Subject to the prior satisfaction of the
conditions set forth in Section 2 below, Agent, the Lenders, and Borrower hereby
agree to amend the Credit Agreement as follows:

     (a) Section  2.1(a) of the Credit  Agreement is hereby amended and restated
in its entirety, as follows:

     "2.1.  Term Loans.  (a) Amount of Term Loans.  Prior to the Effective Date,
term  loans were  previously  made to the  Borrower  under the  Original  Credit
Agreement and the Second  Restated Credit  Agreement in the aggregate  principal
amount  of   $25,000,000   (such  loans  being   hereinafter   referred  to  as,
individually, a "Term Loan" and, collectively, the "Term Loans"). As of November
22, 1999,  the  outstanding  principal  balance of such Term Loans (after giving
effect  to the  repayment  of the  Term  Loan  owing  to  Societe  Generale)  is
$10,938,953.49.  Subject to the terms and  conditions  of this  Agreement and in
reliance upon the  representations  and warranties of Borrower contained herein,
National  City Bank agrees to lend to Borrower,  as a Term Loan,  $2,311,046.51.
After  giving  effect to the advance  referred to in the  immediately  preceding
sentence,  which  shall be funded in one  drawing  on  November  22,  1999,  the
aggregate outstanding principal amount of Term Loans shall be $13,250,000."

     (b) Section  2.2 of the Credit  Agreement  is hereby  amended by adding the
following to the end of such section:

     "As of November 22, 1999, the outstanding  principal  balance of such loans
(after giving effect to the repayment of all Loans owing to, and the termination
of the  Revolving  Loan  Commitment  of,  Societe  Generale) is  $27,182,267.44.
Subject to the terms and  conditions of this  Agreement and in reliance upon the
representations and warranties of Borrower contained herein,  National City Bank
agrees to make  Revolving  Loans to Borrower  from time to time in dollars in an
amount not to exceed  $11,337,209.30.  National  City Bank  agrees to advance to
Borrower a Revolving Loan of $3,431,686.05, which shall be funded in one drawing
on November 22,  1999.  After  giving  effect to the advance  referred to in the
immediately  preceding sentence,  the outstanding  aggregate principal amount of
Revolving Loans shall be $19,675,000."

     2. Conditions of  Effectiveness.  This Amendment shall not become effective
unless the Agent shall have  received the  following  on or before  November 22,
1999:

     (1) duly executed  originals of this  Amendment  from each of the Borrower,
the Agent and the Lenders;

     (2) the  written  consent of the holders of the  Subordinated  Intercompany
Indebtedness, in form and substance satisfactory to Agent;

     (3) a duly  executed  original  Revolving  Note and Term  Note  payable  to
National City Bank.

     2.  Representations  and  Warranties of the Borrower.  The Borrower  hereby
represents and warrants as follows:

     (1) This Amendment and the Credit  Agreement as amended hereby,  constitute
legal, valid and binding obligations of the Borrower and are enforceable against
the Borrower in accordance with their terms.

     (2) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms
all covenants,  representations  and warranties made in the Credit Agreement and
the other Loan  Documents  to the extent the same are not  amended  hereby,  and
agrees that all such covenants,  representations  and warranties shall be deemed
to have been remade as of the effective date of this Amendment.

     (3) No Default or Unmatured Default has occurred and is continuing or would
result from the  execution of this  amendment or the  transactions  contemplated
hereby.

     (4) The execution,  delivery and performance of this Amendment (i) has been
duly  authorized  by all necessary  corporate  action and (ii) does not conflict
with,  result in a breach of, or constitute  (with or without notice or lapse of
time or both) a default under any Contractual  Obligation of Holdings,  Borrower
or any of its Subsidiaries.

     3. Reference to the Effect on the Credit Agreement.

     (1) Upon the  effectiveness  of  Section  1  hereof,  on and after the date
hereof, each reference in the Credit Agreement and other Loan Documents to "this
Credit Agreement," "hereunder," "hereof," "herein" or words of like import shall
mean and be a reference to the Credit Agreement as amended hereby.

     (2) Except as  specifically  amended  above,  the Credit  Agreement and all
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

     (3) The execution,  delivery and  effectiveness of this Amendment shall not
operate as a waiver of any right,  power of remedy of the Agent or the  Lenders,
nor  constitute a waiver of any  provision of the Credit  Agreement or any other
documents,  instruments and agreements  executed and/or  delivered in connection
therewith.

     4.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE  INTERNAL  LAWS  (INCLUDING  735 ILCS  105/5-1 ET SEQ.  BUT
OTHERWISE  WITHOUT  REGARD TO THE CONFLICTS OF LAW  PROVISIONS)  OF THE STATE OF
ILLINOIS.

     5. Headings.  Section  headings in this  Amendment are included  herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

     6.  Counterparts.  This  Amendment  may be  executed  by one or more of the
parties to the Amendment on any number of separate  counterparts and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.  This  Amendment  may  be  executed  by  facsimile  and a  facsimile
transmission  of a  signature  to the  Agent  or the  Agent's  counsel  shall be
effective as though an original signature had been so delivered.

     7. No Strict Construction.  The parties hereto have participated jointly in
the negotiation and drafting of this Amendment and the Credit Agreement.  In the
event an  ambiguity  or  question  of  intent  or  interpretation  arises,  this
Amendment  and the Credit  Agreement as hereby  amended shall be construed as if
drafted  jointly by the  parties  hereto and no  presumption  or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Amendment or the Credit Agreement.

     8.  Reaffirmation.  Each of the Loan Parties as debtor,  grantor,  pledgor,
guarantor,  assignor,  or in other any other similar capacity in which such Loan
Party  grants liens or security  interests in its property or otherwise  acts as
accommodation  party or  guarantor,  as the case may be, hereby (i) ratifies and
reaffirms  all  of  its  payment  and  performance  obligations,  contingent  or
otherwise, under each of the Loan Documents to which it is a party (after giving
effect  hereto)  and (ii) to the  extent  such Loan  Party  granted  liens on or
security  interests in any of its property pursuant to any such Loan Document as
security for or otherwise  guaranteed the Borrower's  Obligations  under or with
respect to the Loan  Documents,  ratifies and reaffirms such guarantee and grant
of security  interests  and liens and  confirms  and agrees  that such  security
interests and liens  hereafter  secure all of the Obligations as amended hereby.
Each of the Loan Parties hereby consents to this Amendment and acknowledges that
each of the Loan  Documents  remains  in full  force  and  effect  and is hereby
ratified and reaffirmed.  The execution of this Amendment shall not operate as a
waiver of any  right,  power or remedy of the  Agent or  Lenders,  constitute  a
waiver  of any  provision  of any of the Loan  Documents  or  serve to  effect a
novation of the Obligations.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered by their duly authorized  officers as of the day and
year first above written.
                                     BORROWER:

                                     SOUTH CENTRAL POOL SUPPLY, INC.

                                     By:/S/
                                     Title:

                                     AGENT AND LENDERS:

                                     LASALLE BANK NATIONAL ASSOCIATION, as Agent
                                     and as a Lender

                                     By:/S/
                                     Title:

                                     BANK ONE, N.A.,  formerly known as THE
                                     FIRST NATIONAL BANK OF CHICAGO, as
                                     a Lender

                                     By:/S/
                                     Title:

                                     HIBERNIA NATIONAL BANK, as a Lender

                                     By:/S/
                                     Title:

                                     NATIONAL CITY BANK, as a Lender

                                     By:/S/
                                     Title:
                                     1900 East Ninth Street
                                     Mail Locator 2077
                                     Cleveland, Ohio 44114
                                     Attention: Revette Vickerstaff
                                     Telecopy: (216) 488-7110




                                     LOAN PARTIES:

                                     SCP POOL CORPORATION

                                     By:/S/
                                     Title:

                                     ALLIANCE PACKAGING INC.

                                     By:/S/
                                     Title:

                                     SCP INTERNATIONAL INC.

                                     By:/S/
                                     Title:

EX-10

EXHBIT 10.29

                                                  CONSENT AGREEMENT


                                                                                                      July 31, 2000


South Central Pool Supply, Inc.
109 Northpark Boulevard
Covington, Louisiana 70433-5070
Attention: Craig Hubbard

Ladies and Gentlemen:

         Reference  hereby  is made to that  certain  Third  Amended  and  Restated  Credit  Agreement  dated as of
December 31, 1997 (as the same has been and further may be amended,  modified,  supplemented  or restated from time
to time, the "Credit Agreement") among South Central Pool Supply,  Inc., a Delaware corporation  ("Borrower"),  the
institutions from time to time party thereto as lenders (the "Lenders") and LaSalle Bank National  Association,  as
contractual  agent (in such  capacity,  the "Agent") for the  "Holders of Secured  Obligations"  (this term and all
other capitalized  terms used but not otherwise defined herein shall have the respective  meanings ascribed to such
terms in the Credit Agreement).

         Notwithstanding  anything  contained in the Credit  Agreement or the other Loan Documents to the contrary,
but subject to the  conditions  and terms herein  contained,  Agent and the Required  Lenders hereby consent to the
following occurrences and/or transactions:

                  1.       the  formation of SCP Superior  Acquisition  Company LLC, a Delaware  limited  liability
         company ("SCP  Acquisition"),  100% of the limited  liability  company and membership  interests and units
         of which shall be owned by the Borrower; and

                  2.       the  acquisition by SCP Acquistion of  substantially  all of the assets of Superior Pool
         Products,  Inc., a Delaware  corporation,  in accordance  with the terms of the Asset  Purchase  Agreement
         dated June 14, 2000;

provided, that, such consent shall be subject to the following:

                  a.       Borrower  shall have executed and delivered to Agent,  for the benefit of the Holders of
         Secured Obligations,  a pledge agreement (the "SCP Pledge Agreement"),  in substantially the form attached
         hereto as Exhibit A, together with assignments  separate from certificate,  proxies and other documents as
         Agent  reasonably shall request,  pursuant to which the Agent shall have received,  for the benefit of the
         Holders of Secured  Obligations,  a first priority security interest in 100% of the issued and outstanding
         limited liability company and membership interests and units of SCP Acquisition;




                                                         3

                  b.       SCP  Acquisition  shall have (i) joined in the  execution  and  delivery of the Guaranty
         and (ii)  executed  and  delivered  to Agent,  for the  benefit of the Holders of Secured  Obligations,  a
         security  agreement (the "SCP Security  Agreement"),  in substantially the form attached hereto as Exhibit
         B, together with UCC financing statements and other documents Agent reasonably shall request,  pursuant to
         which the Agent  shall have  received,  for the  benefit  of the  Holders  of  Secured  Obligations,  upon
         recordation of such UCC financing  statements,  a first priority security interest in substantially all of
         the property and assets of SCP Acquisition;

                  c.       Each of Borrower  and SCP  Acquisition  shall (a) ensure  that all written  information,
         exhibits  and  reports  furnished  to the Agent or the  Lenders  do not and will not  contain  any  untrue
         statement  of a  material  fact  and do not and  will not  omit to  state  any  material  fact or any fact
         necessary to make the statements  contained  therein not misleading in light of the circumstances in which
         made,  and will  promptly  disclose  to the Agent and the Lenders and correct any defect or error that may
         be  discovered  therein  or in any Loan  Document  or in the  execution,  acknowledgement  or  recordation
         thereof,  and (b)  promptly  upon  request by the  Agent,  take such  additional  actions as the Agent may
         reasonably  require  from time to time in order (i) to carry out more  effectively  the  purposes  of this
         Agreement  or any other  Loan  Document,  (ii) to subject  to the Liens  created by any of the  Collateral
         Documents any of the properties,  rights or interests  covered by any of the Collateral  Documents,  (iii)
         to perfect and maintain the validity,  effectiveness  and priority of any of the Collateral  Documents and
         the Liens intended to be created thereby,  and (iv) to better assure,  convey,  grant,  assign,  transfer,
         preserve,  protect and confirm to the Agent and Lenders the rights  granted or now or  hereafter  intended
         to be granted to the Agent and the Lenders  under any Loan Document or under any other  document  executed
         in connection therewith; and

         The Borrower,  by its signature  hereto below,  hereby agrees and  acknowledges  that:  (i) the SCP Pledge
Agreement and the SCP Security Agreement  constitute,  and shall be deemed to be, "Collateral  Documents" under the
Credit Agreement and the other Loan Documents;  and (ii) SCP Acquisition is a Domestic Incorporated  Subsidiary and
a  Subsidiary  and shall be subject to the terms,  conditions,  agreements  and  covenants  contained in the Credit
Agreement and the other Loan Documents in respect thereof.

         This  Letter  Consent  may be  executed  by one or more of the  parties  hereto on any number of  separate
counterparts  and  all of said  counterparts  taken  together  shall  be  deemed  to  constitute  one and the  same
instrument.  This Letter  Consent may be executed by facsimile and a facsimile  transmission  of a signature to the
Agent or the Agent's counsel shall be effective as though an original signature has been so delivered.

         Each of the Loan  Parties  as debtor,  grantor,  pledgor,  guarantor,  assignor,  or in any other  similar
capacity  in which such Loan Party  grants  liens or  security  interests  in its  property  or  otherwise  acts as
accommodation  party or  guarantor,  as the case may be,  hereby (i) ratifies and  reaffirms all of its payment and
performance  obligations,  contingent or otherwise,  under each of the Loan Documents to which it is a party (after
giving effect  hereto) and (ii) to the extent such Loan Party granted liens on or security  interests in any of its
property pursuant to any such Loan Document as security  therefor or otherwise  guaranteed the Obligations under or
with respect to the Loan  Documents,  ratifies and reaffirms  such  guarantee  and grant of security  interests and
liens and confirms and agrees that such  security  interests  and liens  hereafter  secure all of the  Obligations.
Each of the Loan Parties hereby  consents to this Consent Letter and  acknowledges  that each of the Loan Documents
remains in full force and effect and is hereby  ratified and  reaffirmed.  The  execution  of this  Consent  letter
shall not  operate as a waiver of any right,  power or remedy of the Agent or Lenders,  constitute  a waiver of any
provision of any of the Loan Documents  (except as specifically  set forth herein),  constitute a course of dealing
among the parties or serve to effect a novation of the Obligations.


                        [remainder of page intentionally left blank; signature pages follow]



Consent Letter
         IN WITNESS  WHEREOF,  this  Consent  Letter  has been duly  executed  as of the day and year  first  above
written.

                                                     LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent

                                                     By:      /S/
                                                     Its:


                                                     HIBERNIA NATIONAL BANK, as a Lender

                                                     By:      /S/
                                                     Its:


                                                     NATIONAL CITY BANK, as a Lender

                                                     By:      /S/
                                                     Its:


                                                     BANK ONE,  N.A.,  formerly known as THE FIRST NATIONAL BANK OF
                                                     CHICAGO, as a Lender

                                                     By:      /S/
                                                     Its:



AGREED AND ACKNOWLEDGED THIS
31 Day of July, 2000


SOUTH CENTRAL POOL SUPPLY, INC.

By:      /S/
Its:



SCP POOL CORPORATION

By:      /S/
Its:





Consent Letter

ALLIANCE PACKAGING, INC.

By:      /S/
Its:



SCP INTERNATIONAL, INC.

By:      /S/
Its:



SCP SUPERIOR ACQUISITION COMPANY LLC

By:      /S/
Its:



EXHIBIT A
                                                  PLEDGE AGREEMENT

         THIS PLEDGE  AGREEMENT  (the  "Pledge  Agreement"),  dated as of July 31,  2000,  is executed by and
between  South  Central  Pool  Supply,  Inc.,  a  Delaware  corporation  ("Pledgor"),  and  LaSalle  Bank  National
Association,  as contractual  representative (the "Agent") for itself and for the "Holders of Secured  Obligations"
under (and as defined in) the Credit  Agreement  described below.  Capitalized  terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

                                                     WITNESSETH:

         WHEREAS,  Pledgor,  the Agent and certain  financial  institutions  (the  "Lenders")  have  entered into a
certain  Third  Amended and  Restated  Credit  Agreement,  dated as of December  31, 1997 (as the same has been and
further may be amended,  restated,  supplemented or otherwise modified from time to time, the "Credit  Agreement"),
pursuant  to which the  Lenders  have  agreed,  subject to certain  conditions  precedent,  to make loans and other
financial accommodations to the Pledgor from time to time (collectively, the "Loans");

         WHEREAS,  as set forth on Schedule I hereto,  the Pledgor owns 100% of the issued and outstanding  limited
liability company and membership  interests and units of SCP Superior  Acquisition  Company LLC, a Delaware limited
liability company (the "Pledged Subsidiary");

         WHEREAS,  the Agent and the Lenders  have  required,  as a  condition  under the Credit  Agreement  and to
continue  making the Loans,  and as further  security  for the Secured  Obligations,  that the Pledgor  execute and
deliver this Pledge Agreement;

         NOW,  THEREFORE,  for  and in  consideration  of the  foregoing  and of any  financial  accommodations  or
extensions of credit (including,  without limitation,  any loan or advance by renewal,  refinancing or extension of
the agreements described hereinabove or otherwise)  heretofore,  now or hereafter made to or for the benefit of the
Pledgor  pursuant to the Credit Agreement or any other agreement,  instrument or document  executed  pursuant to or
in connection therewith,  and for other good and valuable  consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Pledgor and the Agent hereby agree as follows:

         1.       Pledge.  Pledgor  hereby  pledges to the Agent,  for the  benefit of the Agent and the Holders of
Secured  Obligations,  and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations,
a security interest in, the collateral described in subsections (a) through (g) below  (collectively,  the "Pledged
Collateral"):

                                                        11

                  (a)      All of the  limited  liability  company  and  membership  interests  and units and other
         securities  and all  warrants,  options  and  other  rights  to  acquire  limited  liability  company  and
         membership  interests  and  units  in the  Pledged  Subsidiary  owned by  Pledgor,  whether  now  owned or
         hereafter acquired by Pledgor,  including,  without limitation,  as described in Schedule I hereto, all of
         the certificates and/or instruments  representing such limited liability company and membership  interests
         and units and other  securities,  and all cash,  securities,  dividends,  distributions,  rights and other
         property at any time and from time to time  received,  receivable or otherwise  distributed  in respect of
         or in exchange for any or all of such limited  liability  company and  membership  interests and units and
         other securities;

                  (b)      All of Pledgor's  interests in the profits and losses of the Pledged  Subsidiary and all
         of Pledgor's  rights and  interests as a member of the Pledged  Subsidiary  to receive  dividends or other
         distributions of the Pledged Subsidiary's assets and properties;

                  (c)      All of Pledgor's  rights and interests,  if any, to participate in the management of the
         Pledged Subsidiary;

                  (d)      All  rights,  privileges,  authority  and  powers of  Pledgor  as owner or holder of the
         limited  liability  company  and  membership  interests  and units in the Pledged  Subsidiary,  including,
         without limitation, all general intangibles and other property incident or related thereto;

                  (e)      All other property  hereafter  delivered to the Agent in substitution for or in addition
         to any of the foregoing,  all certificates and instruments  representing or evidencing such property,  and
         all cash, securities, interest, dividends,  distributions,  rights and other property at any time and from
         time to time  received,  receivable or otherwise  distributed  in respect of or in exchange for any or all
         thereof;

                  (f)      The property and interests in property described in Section 3 below; and

                  (g)      All products and proceeds of the  collateral  described in  subsections  (a) through (f)
         above.

         2.       Security for  Obligations.  The Pledged  Collateral  secures the prompt payment,  performance and
observance of all obligations  (monetary or otherwise) of Pledgor under the Credit  Agreement,  any Note, any other
Loan  Document or any other  agreement,  document or  instrument  executed in  connection  therewith  to the extent
Pledgor is a party thereto, and including, without limitation, the Secured Obligations.

         3.       Pledged Collateral Adjustments.  If, during the term of this Pledge Agreement:

                  (a)      Any  distribution,  reclassification,  readjustment  or other change is declared or made
         in the capital structure of the Pledged  Subsidiary,  or any option included within the Pledged Collateral
         is exercised, or both, or

                  (b)      Any  subscription  warrants or any other rights or options shall be issued in connection
         with the Pledged Collateral,

then all new, substituted and additional certificates,  shares, warrants,  rights, options,  investment property or
other  securities,  issued by reason of any of the  foregoing,  shall be  immediately  delivered to and held by the
Agent under the terms of this  Pledge  Agreement  and shall  constitute  Pledged  Collateral  hereunder;  provided,
however,  that  nothing  contained in this Section 3 shall be deemed to permit any  distribution  or  distribution,
issuance of additional stock, warrants,  rights or options,  reclassification,  readjustment or other change in the
capital structure of the Pledged Subsidiary which is not expressly permitted in the Credit Agreement.

         4.       Subsequent  Changes Affecting  Pledged  Collateral.  Pledgor  represents and warrants that it has
made its own  arrangements  for keeping  itself  informed of changes or  potential  changes  affecting  the Pledged
Collateral  (including,  but not limited to,  rights to convert,  rights to subscribe,  payment of dividends,  cash
distributions  or other  distributions  reorganization  or other exchanges,  tender offers and voting rights),  and
Pledgor  agrees that neither the Agent nor any of the Holders of Secured  Obligations  shall have any obligation to
inform  Pledgor of any such  changes  or  potential  changes or to take any action or omit to take any action  with
respect  thereto.  The Agent may, after the occurrence and during the continuance of a Default,  without notice and
at its option,  transfer or register the Pledged  Collateral  or any part thereof  into its or its  nominee's  name
with or without any indication that such Pledged Collateral is subject to the security interest hereunder.

         5.       Representations and Warranties. Pledgor represents and warrants as follows:

                  (a)      Pledgor  is the  legal  and  beneficial  owner  of 100% of the  issued  and  outstanding
         limited liability  company and membership  interests and units of the Pledged  Subsidiary,  free and clear
         of any Lien except for the security interest created by this Pledge Agreement;

                  (b)      Pledgor has full corporate power and authority to enter into this Pledge Agreement;

                  (c)      There are no restrictions  upon the voting rights  associated with, or upon the transfer
         of, any of the Pledged Collateral;

                  (d)      Pledgor  has the right to vote,  pledge and grant a security  interest  in or  otherwise
         transfer such Pledged Collateral free of any Liens;

                  (e)      Pledgor  owns  the  Pledged   Collateral  free  and  clear  of  any  pledge,   mortgage,
         hypothecation,  lien,  charge,  encumbrance or any security  interest  therein,  except for the pledge and
         security interest granted to the Agent and the Holders of Secured Obligations hereunder;

                  (f)      The pledge of the  Pledged  Collateral  does not  violate  (1) the  articles or by-laws,
         Operating  Agreements  or  Partnership  Agreements,  as  applicable,  of the  Pledged  Subsidiary,  or any
         indenture,  mortgage,  bank  loan  or  credit  agreement  to  which  either  the  Pledgor  or the  Pledged
         Subsidiary is a party or by which any of their  respective  properties or assets may be bound;  or (2) any
         restriction on such transfer or encumbrance of such Pledged Collateral;

                  (g)      Pledgor  agrees  to  execute  and file  financing  statements  pursuant  to the  Uniform
         Commercial Code as the Agent may reasonably request to perfect the security interest granted hereby;

                  (h)      No  authorization,  approval,  or other action by, and no notice to or filing with,  any
         governmental  authority  or  regulatory  body  is  required  either  (i)  for the  pledge  of the  Pledged
         Collateral  pursuant to this Pledge  Agreement  or for the  execution,  delivery  or  performance  of this
         Pledge  Agreement  by the  Pledgor or (ii) for the  exercise  by the Agent of the  voting or other  rights
         provided for in this Pledge  Agreement or the  remedies in respect of the Pledged  Collateral  pursuant to
         this Pledge  Agreement  (except as may be required in connection  with such  disposition by laws affecting
         the offering and sale of securities generally);

                  (i)      Pledgor  has no  obligation  to make  further  capital  contributions  or make any other
         payments to the Pledged Subsidiary with respect to its interest therein.

         6.       Voting Rights. During the term of this Pledge Agreement,  and except as provided in this Section
6 below,  Pledgor shall have the right to exercise all voting powers  pertaining to the Pledged  Collateral for any
purpose in a manner not inconsistent  with the terms of this Pledge  Agreement,  the Credit Agreement and any other
agreement,  instrument or document executed pursuant thereto or in connection  therewith.  After the occurrence and
during the  continuance  of a Default,  the Agent or the Agent's  nominee  may,  at the  Agent's or such  nominee's
option and following  written  notice from the Agent to the Pledgor,  (i) exercise all voting powers  pertaining to
the  Pledged  Collateral  and (ii)  exercise,  or direct the  Pledgor as to the  exercise  of any and all rights of
conversion,  exchange,  subscription  or any other  rights,  privileges  or options  pertaining  to the  applicable
Pledged  Collateral,  as if the Agent were the absolute owner thereof,  all without liability except to account for
property  actually  received  by it, but the Agent  shall have no duty to  exercise  any of the  aforesaid  rights,
privileges  or  options  and  shall  not be  responsible  for any  failure  so to do or  delay  in so  doing.  Such
authorization  shall  constitute  an  irrevocable  voting  proxy from the  Pledgor to the Agent or, at the  Agent's
option, to the Agent's nominee.

         7.       Dividends  and  Other  Distributions.  (a) So long  as no  Default  shall  have  occurred  and is
continuing:

                  (i)      The  Pledgor  shall be  entitled  to  receive  and retain  any and all  dividends,  cash
         distributions  and interest  paid in respect of the Pledged  Collateral  to the extent such  distributions
         are not prohibited by the Credit Agreement, provided, however, that any and all

                           (A)      distributions,  dividends  and interest paid or payable other than in cash with
                  respect to, and  instruments  and other property  received,  receivable or otherwise  distributed
                  with respect to, or in exchange for, any of the Pledged Collateral;

                           (B)      dividends and other  distributions  paid or payable in cash with respect to any
                  of the Pledged  Collateral  on account of a partial or total  liquidation  or  dissolution  or in
                  connection with a reduction of capital, capital surplus or paid-in surplus; and

                           (C)      cash paid,  payable or otherwise  distributed  with respect to principal of, or
                  in redemption of, or in exchange for, any of the Pledged Collateral;

         shall be Pledged  Collateral,  and shall be forthwith  delivered to the Agent to hold,  for the benefit of
         the Agent and the Holders of Secured  Obligations,  as Pledged  Collateral  and shall,  if received by the
         Pledgor,  be  received  in trust for the Agent,  for the  benefit of the Agent and the  Holders of Secured
         Obligations,  be segregated from the other property or funds of the Pledgor, and be delivered  immediately
         to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and

                  (ii)     The Agent shall  execute and deliver  (or cause to be  executed  and  delivered)  to the
         Pledgor all such proxies and other  instruments as the Pledgor may  reasonably  request for the purpose of
         enabling the Pledgor to receive the dividends or interest  payments  which it is authorized to receive and
         retain pursuant to clause (i) above.

                  (b)      After the occurrence and during the continuance of a Default:

                  (i)      All  rights  of the  Pledgor  to  receive  the  dividends,  distributions  and  interest
         payments which it would  otherwise be authorized to receive and retain  pursuant to Section 7(a)(i) hereof
         shall  cease,  and all such rights  shall  thereupon  become  vested in the Agent,  for the benefit of the
         Agent and the Holders of Secured  Obligations,  which shall  thereupon  have the sole right to receive and
         hold as Pledged Collateral such dividends, distributions and interest payments;

                  (ii)     All  dividends,  distributions  and interest  payments which are received by the Pledgor
         contrary to the  provisions  of clause (i) of this  Section 7(b) shall be received in trust for the Agent,
         for the  benefit of the Agent and the  Holders  of Secured  Obligations,  shall be  segregated  from other
         funds of the Pledgor and shall be paid over  immediately  to the Agent as Pledged  Collateral  in the same
         form as so received (with any necessary endorsements).

         8.       Transfers and Other Liens.  Except as permitted in the Credit  Agreement,  Pledgor agrees that it
will not (i) sell or  otherwise  dispose  of, or grant any option with  respect  to, any of the Pledged  Collateral
without the prior  written  consent of the Agent,  or (ii) create or permit to exist any Lien upon or with  respect
to any of the Pledged Collateral, except for the security interest under this Pledge Agreement.

         9.       Remedies.  (a) The Agent shall have,  in  addition  to any other  rights  given under this Pledge
Agreement or by law,  all of the rights and remedies  with  respect to the Pledged  Collateral  of a secured  party
under the  Uniform  Commercial  Code as in effect in the State of  Illinois.  The Agent  (personally  or through an
agent) is hereby  authorized  and  empowered to transfer and register in its name or in the name of its nominee the
whole or any part of the  Pledged  Collateral,  subject to Section 6 hereto,  to  exercise  all voting  rights with
respect  thereto,  subject to Section 7 hereto,  to collect and receive all cash  dividends  or  distributions  and
other  distributions made thereon,  and to otherwise act with respect to the Pledged Collateral as though the Agent
were the outright  owner  thereof,  each Pledgor hereby  irrevocably  constituting  and appointing the Agent as the
proxy and attorney-in-fact of such Pledgor,  with full power of substitution to do so, provided,  however, that the
Agent  shall  have no duty to  exercise  any such  right or to  preserve  the same and shall not be liable  for any
failure to do so or for any delay in doing so;  provided,  further,  however that the Agent agrees to exercise such
proxy and powers to transfer and  register the Pledged  Collateral  only so long as a Default  shall have  occurred
and is  continuing.  In addition,  after the occurrence  and during the  continuance of a Default,  the Agent shall
have such powers of sale and other powers as may be conferred by applicable law and regulatory  requirements.  With
respect to the Pledged  Collateral  or any part thereof  which shall then be in or shall  thereafter  come into the
possession  or  custody  of the Agent or which  the Agent  shall  otherwise  have the  ability  to  transfer  under
applicable  law,  the Agent may, in its sole  discretion,  without  notice  except as  specified  below,  after the
occurrence and during the  continuance of a Default,  sell or cause the same to be sold at any broker's board or at
public or  private  sale,  in one or more sales or lots,  at such price as the Agent may deem best,  for cash or on
credit or for future  delivery,  without  assumption  of any credit  risk,  and the  purchaser of any or all of the
Pledged Collateral so sold shall thereafter own the same,  absolutely free from any claim,  encumbrance or right of
any kind  whatsoever.  The Agent and each of the Holders of Secured  Obligations  may,  in its own name,  or in the
name of a designee or nominee,  buy the Pledged  Collateral at any public sale and, if permitted by applicable law,
buy the Pledged Collateral at any private sale. Pledgor will pay to the Agent all reasonable  expenses  (including,
without  limitation,  court costs and reasonable  attorneys' and  paralegals'  fees and expenses) of, or incidental
to, the  enforcement  of any of the provisions  hereof.  The Agent agrees to distribute any proceeds of the sale of
the Pledged  Collateral  in  accordance  with the Credit  Agreement  and the Pledgor  shall  remain  liable for any
deficiency following the sale of the Pledged Collateral.

                  (b)      Unless any of the Pledged  Collateral  threatens  to decline  speedily in value or is or
         becomes of a type sold on a recognized  market,  the Agent will give the Pledgor  reasonable notice of the
         time and place of any public sale thereof,  or of the time after which any private sale or other  intended
         disposition  is to be made. Any sale of the Pledged  Collateral  conducted in conformity  with  reasonable
         commercial  practices of banks,  commercial  finance  companies,  insurance  companies or other  financial
         institutions  disposing of property  similar to the Pledged  Collateral shall be deemed to be commercially
         reasonable.  Notwithstanding  any  provision to the contrary  contained  herein,  Pledgor  agrees that any
         requirements  of  reasonable  notice  shall be met if such  notice is  received  by Pledgor as provided in
         Section 21 below at least five (5)  Business  Days before the time of the sale or  disposition;  provided,
         however,  that Agent may give any shorter notice that is commercially  reasonable under the circumstances.
         Any other  requirement of notice,  demand or advertisement  for sale is waived, to the extent permitted by
         law.

         10.      Agent Appointed  Attorney-in-Fact.  Pledgor hereby appoints the Agent its attorney-in-fact,  with
full  authority,  in the name of Pledgor or otherwise,  from time to time in the Agent's sole  discretion,  to take
any action and to execute  any  instrument  which the Agent may deem  necessary  or  advisable  to  accomplish  the
purposes of this Pledge Agreement,  including,  without limitation, to receive, endorse and collect all instruments
made  payable to Pledgor  representing  any  dividend,  distribution,  interest  payment or other  distribution  in
respect of the Pledged  Collateral  or any part thereof and to give full  discharge for the same and to arrange for
the transfer of all or any part of the Pledged  Collateral  on the books of the Pledged  Subsidiary  to the name of
the Agent or the Agent's  nominee;  provided,  however,  that the Agent agrees to exercise such powers only so long
as a Default shall have occurred and is continuing.

         11.      Waivers.  (i)  Pledgor  waives  presentment  and  demand  for  payment  of  any  of  the  Secured
Obligations,  protest and notice of  dishonor or Default  with  respect to any of the Secured  Obligations  and all
other notices to which the Pledgor might  otherwise be entitled  except as otherwise  expressly  provided herein or
in the Credit Agreement.

                  (ii)  Pledgor  understands  and agrees that its  obligations  and  liabilities  under this Pledge
Agreement shall remain in full force and effect,  notwithstanding  foreclosure of any real property securing all or
any part of the Secured  Obligations by trustee sale or any other reason impairing the right of Pledgor,  the Agent
or any of the Holders of Secured  Obligations to proceed  against the Pledged  Subsidiary,  any other  guarantor or
the Pledged Subsidiary or such guarantor's  property.  Pledgor agrees that all of its obligations under this Pledge
Agreement  shall  remain  in  full  force  and  effect  without  defense,  offset  or  counterclaim  of  any  kind,
notwithstanding  that  Pledgor's  rights  against the Pledged  Subsidiary  may be impaired,  destroyed or otherwise
affected  by reason of any action or  inaction  on the part of the Agent or any Holder of Secured  Obligations.  By
way of example and without  limiting the  foregoing,  if the Agent shall  release or foreclose by private  power of
sale any real property that secures the Secured  Obligations,  then notwithstanding that the Pledged Subsidiary may
be entitled  thereby to assert a defense  against such Secured  Obligations  (and thus also against its obligations
to Pledgor to the extent  that  Pledgor  may be  subrogated  to the rights of the  Holders of Secured  Obligations)
based upon the  applicability  of California Code of Civil  Procedure  Section 580d or other  antideficiency  laws,
Pledgor nonetheless shall remain fully obligated hereunder.  Pledgor waives all defenses,  protections and benefits
of Sections  580a,  580b,  580d and 726 of the  California  Code of Civil  Procedure,  and all  judicial  decisions
construing or  pertaining to the same,  and all rules and  principles  of like kind or similar  effect  (including,
without limitation,  the so-called one-action rule, the  one-form-of-action  rule and the security-first  rule), in
each case as  applicable to or in favor of Pledgor,  the Pledged  Subsidiary  or  otherwise.  In addition,  Pledgor
hereby waives,  to the fullest  extent  permitted by law,  without  limiting the generality of the foregoing or any
other provision  hereof,  all rights and benefit under California Civil Code Sections 2810, 2819, 2839, 2845, 2849,
2850, 2899, and 3433 (or any similar law in any other jurisdiction).

                  (iii) Pledgor hereby  expressly  waives the benefits of Section 2815 of the California Civil Code
(or any similar law in any other  jurisdiction)  purporting  to allow a guarantor or pledgor to revoke a continuing
guaranty or pledge with respect to any transactions occurring after the date of the guaranty or pledge.

         12.      Term. This Pledge  Agreement shall remain in full force and effect until the Secured  Obligations
have been fully and indefeasibly  paid in cash (other than contingent  indemnification  obligations) and the Credit
Agreement has terminated  pursuant to its terms.  Upon the  termination of this Pledge  Agreement as provided above
(other than as a result of the sale of the  Pledged  Collateral),  the Agent will  release  the  security  interest
created hereunder.

         13.      Definitions.  The singular  shall  include the plural and vice versa and any gender shall include
any other gender as the context may require.

         14.      Successors and Assigns.  This Pledge  Agreement shall be binding upon and inure to the benefit of
Pledgor,  the Agent,  for the  benefit of itself and the  Holders  of  Secured  Obligations,  and their  respective
successors and assigns.  Pledgor's successors and assigns shall include,  without limitation,  a receiver,  trustee
or debtor-in-possession of or for the Pledgor.

         15.      GOVERNING  LAW. ANY DISPUTE AMONG THE PLEDGORS AND THE AGENT,  ANY HOLDER OF SECURED  OBLIGATIONS
OR ANY  INDEMNITEE  ARISING OUT OF,  CONNECTED  WITH,  RELATED TO, OR  INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS PLEDGE  AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,  AND WHETHER ARISING IN
CONTRACT,  TORT, EQUITY, OR OTHERWISE,  SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,  WITHOUT
LIMITATION,  735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE  WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         16.      CONSENT TO JURISDICTION: SERVICE OF PROCESS; JURY TRIAL.

                  (A)      EXCLUSIVE  JURISDICTION.  EXCEPT AS  PROVIDED  IN  SUBSECTION  (B),  EACH OF THE PARTIES
HERETO  AGREES THAT ALL DISPUTES  AMONG THEM  ARISING OUT OF,  CONNECTED  WITH,  RELATED TO, OR  INCIDENTAL  TO THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION  WITH, THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
WHETHER ARISING IN CONTRACT,  TORT, EQUITY, OR OTHERWISE,  SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS
LOCATED IN CHICAGO,  ILLINOIS,  BUT THE PARTIES HERETO  ACKNOWLEDGE  THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO
BE HEARD BY A COURT  LOCATED  OUTSIDE OF CHICAGO,  ILLINOIS.  EACH OF THE  PARTIES  HERETO  WAIVES IN ALL  DISPUTES
BROUGHT  PURSUANT TO THIS  SUBSECTION (A) ANY OBJECTION  THAT IT MAY HAVE TO THE LOCATION OF THE COURT  CONSIDERING
THE DISPUTE.

                  (B)      OTHER  JURISDICTIONS.  PLEDGOR AGREES THAT THE AGENT, ANY HOLDER OF SECURED  OBLIGATIONS
OR ANY  INDEMNITEE  SHALL HAVE THE RIGHT TO PROCEED  AGAINST THE PLEDGOR OR ITS PROPERTY IN A COURT IN ANY LOCATION
TO ENABLE  SUCH  PERSON TO (1)  OBTAIN  PERSONAL  JURISDICTION  OVER THE  PLEDGOR  OR (2)  REALIZE  ON THE  PLEDGED
COLLATERAL  OR ENFORCE A JUDGMENT OR OTHER  COURT ORDER  ENTERED IN FAVOR OF SUCH  PERSON.  PLEDGOR  AGREES THAT IT
WILL NOT ASSERT ANY PERMISSIVE  COUNTERCLAIMS  IN ANY  PROCEEDING  BROUGHT BY SUCH PERSON TO REALIZE ON THE PLEDGED
COLLATERAL  OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH  PERSON.  PLEDGOR  WAIVES ANY  OBJECTION
THAT IT MAY HAVE TO THE  LOCATION OF THE COURT IN WHICH SUCH PERSON HAS  COMMENCED A  PROCEEDING  DESCRIBED IN THIS
SUBSECTION (B).

                  (C)      SERVICE  OF  PROCESS;  VENUE.  PLEDGOR  WAIVES  PERSONAL  SERVICE  OF  ANY  PROCESS UPON
IT AND IRREVOCABLY  APPOINTS THE PRENTICE HALL CORPORATION SYSTEM,  INC., WHOSE ADDRESS IS 33 NORTH LASALLE STREET,
SUITE 1925,  CHICAGO,  ILLINOIS 60602, AS PLEDGOR'S AGENT, FOR THE PURPOSE OF ACCEPTING  SERVICE OF  PROCESS ISSUED
BY ANY COURT IN  CONNECTION  WITH ANY  DISPUTE  BETWEEN  THE  PLEDGOR  AND THE  AGENT  ARISING  OUT OF  OR  RELATED
TO  THE  RELATIONSHIP   ESTABLISHED  BETWEEN  THEM  IN  CONNECTION  WITH  THIS PLEDGE  AGREEMENT OR ANY  OTHER LOAN
DOCUMENT TO WHICH THE PLEDGOR IS A PARTY.  EACH  OF  THE  PLEDGOR  AND THE AGENT  IRREVOCABLY WAIVES ANY  OBJECTION
(INCLUDING, WITHOUT  LIMITATION,  ANY  OBJECTION  OF  THE  LAYING  OF  VENUE  OR  BASED ON THE GROUNDS OF FORUM NON
CONVENIENS)   WHICH  IT  MAY  NOW  OR   HEREAFTER   HAVE TO THE  BRINGING  OF ANY SUCH ACTION  OR  PROCEEDING  WITH
RESPECT  TO THIS  PLEDGE  AGREEMENT  OR  ANY  OTHER   INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR  DELIVERED  IN
CONNECTION  HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

                  (D)      WAIVER OF  JURY  TRIAL.  EACH OF THE  PARTIES  HERETO  IRREVOCABLY  WAIVES  ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY  DISPUTE,  WHETHER SOUNDING IN CONTRACT,  TORT, OR OTHERWISE,  ARISING OUT
OF, CONNECTED WITH,  RELATED  TO OR  INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED  AMONG  THEM IN  CONNECTION WITH
THIS  PLEDGE  AGREEMENT  OR  ANY  OTHER  INSTRUMENT,   DOCUMENT  OR  AGREEMENT  EXECUTED OR DELIVERED IN CONNECTION
HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY  SUCH CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND  THAT ANY PARTY  HERETO MAY FILE  AN ORIGINAL  COUNTERPART  OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN  EVIDENCE OF THE  CONSENT OF THE PARTIES  HERETO TO THE WAIVER  OF
THEIR RIGHT TO TRIAL BY JURY.

                  (E)      WAIVER OF BOND.  PLEDGOR  WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF ANY PARTY
HERETO  IN  CONNECTION  WITH  ANY  JUDICIAL  PROCESS OR PROCEEDING TO REALIZE ON THE COLLATERAL, OR TO  ENFORCE ANY
JUDGMENT  OR  OTHER  COURT  ORDER  ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY
RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

                  (F)      ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS
DISCUSSED THIS PLEDGE AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THIS SECTION 16, WITH ITS COUNSEL.

         17.      No Strict  Construction.  The parties hereto have  participated  jointly in the  negotiation  and
drafting of this Pledge Agreement.  In the event an ambiguity or question of intent or interpretation  arises, this
Pledge  Agreement  shall be construed as if drafted  jointly by the parties  hereto and no presumption or burden of
proof shall arise  favoring or  disfavoring  any party by virtue of the authorship of any provisions of this Pledge
Agreement.

         18.      Severability.  Whenever  possible,  each provision of this Pledge  Agreement shall be interpreted
in such manner as to be effective and valid under  applicable  law, but, if any provision of this Pledge  Agreement
shall be held to be prohibited or invalid under  applicable  law, such provision  shall be ineffective  only to the
extent of such  prohibition or invalidity,  without  invalidating  the remainder of such provision or the remaining
provisions of this Pledge Agreement.

         19.      Further  Assurances.  Pledgor  agrees that it will  cooperate with the Agent and will execute and
deliver, or cause to be executed and delivered,  all such other stock powers,  proxies,  instruments and documents,
and will take all such other  actions,  including,  without  limitation,  the  execution  and  filing of  financing
statements,  as the Agent  may  reasonably  request  from  time to time in order to carry  out the  provisions  and
purposes of this Pledge Agreement.

         20.      The  Agent's  Duty of Care.  The Agent  shall not be liable  for any acts,  omissions,  errors of
judgment or  mistakes of fact or law  including,  without  limitation,  acts,  omissions,  errors or mistakes  with
respect to the Pledged  Collateral,  except for those  arising out of or in  connection  with the Agent's (i) Gross
Negligence or willful  misconduct,  or (ii) failure to use reasonable  care with respect to the safe custody of the
Pledged  Collateral in the Agent's  possession.  Without limiting the generality of the foregoing,  the Agent shall
be under no obligation to take any steps necessary to preserve rights in the Pledged  Collateral  against any other
parties but may do so at its option.  All expenses  incurred in connection  therewith shall be for the sole account
of the Pledgor, and shall constitute part of the Secured Obligations.

         21.      Notices. All notices and other  communications  provided to any party hereto under this Agreement
shall be in writing or by facsimile  and  addressed or delivered to such party at its address set forth below or at
such other address as may be designated by such party in a notice to the other parties.  Any notice,  if mailed and
properly addressed with postage prepaid,  shall be deemed given when received;  any notice, if transmitted by telex
or  facsimile,   shall  be  deemed  given  when  transmitted   (answerback  confirmed  in  the  case  of  facsimile
transmission).

                  if to Pledgor:

                           South Central Pool Supply, Inc.
                           109 Northpark Boulevard
                           Covington, LA 70433-5070
                           Attn.: Craig Hubbard
                           Facsimile No.: (504) 892-1657

                  with a copy (which shall not constitute notice to Pledgor) to:

                           Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                           New Orleans, LA 70170-5100
                           Attn.: Lisa Manget Buchanan, Esq.
                           Facsimile No.: (504) 582-8012

                  if to the Agent:

                           LaSalle Bank National Association
                           135 South LaSalle Street
                           Chicago, Illinois 60603
                           Attn.:  John Thurston
                           Facsimile No.: (312) 904-6225

                  with a copy to:

                           Katten Muchin Zavis
                           525 West Monroe Street, Suite 1600
                           Chicago, Illinois 60661
                           Attn:    Stuart P. Shulruff, Esq.
                           Facsimile No.: (312) 902-1061

         22.      Amendments,  Waivers  and  Consents.  No  amendment  or waiver of any  provision  of this  Pledge
Agreement nor consent to any  departure by the Pledgor  herefrom,  shall in any event be effective  unless the same
shall be in  writing  and  signed  by the  Agent  pursuant  to the  terms of the  Credit  Agreement,  and then such
amendment,  waiver or consent  shall be effective  only in the specific  instance and for the specific  purpose for
which given.

         23.      Section  Headings.  The section  headings herein are for convenience of reference only, and shall
not affect in any way the interpretation of any of the provisions hereof.

         24.      Execution in  Counterparts.  This Pledge Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which shall together constitute one and the same agreement.

                                   [remainder of page intentionally left blank]

Pledge Agreement- SCP Acquisition
         IN WITNESS  WHEREOF,  the Pledgors and the Agent have  executed  this Pledge  Agreement as of the date set
forth above.

                                                     SOUTH CENTRAL POOL SUPPLY, INC.


                                                     By:      /S/
                                                              Name:_______________________________
                                                              Title:_______________________________



                                                     LASALLE  BANK  NATIONAL  ASSOCIATION,  as agent for itself and
                                                     the Holders of Secured Obligations

                                                     By:      /S/
                                                              Name:_______________________________
                                                              Title:________________________________

Pledge Agreement- SCP Acquisition
                                                   ACKNOWLEDGMENT

         The undersigned hereby acknowledges  receipt of a copy of the foregoing Pledge Agreement,  agrees promptly
to note on its books the  security  interests  granted  under  such  Pledge  Agreement,  and  waives  any rights or
requirement at any time hereafter to receive a copy of such Pledge  Agreement in connection  with the  registration
of any Pledged  Collateral  in the name of the Agent or its nominee or the  exercise of voting  rights by the Agent
or its nominee.


                                                     SCP  SUPERIOR  ACQUISITION  COMPANY  LLC, a  Delaware  limited
                                                     liability company


                                                     By:      /S/
                                                              Name:_______________________________
                                                              Title:________________________________


EXHIBIT B

                                                 SECURITY AGREEMENT

         SECURITY  AGREEMENT  ("Agreement"),  dated as of  July 31,  2000,  made by SCP  SUPERIOR  ACQUISITION
COMPANY LLC, a Delaware limited liability company ("Grantor"),  in favor of LASALLE BANK NATIONAL  ASSOCIATION,  in
its  capacity  as  contractual  representative  for  itself and the other  "Lenders"  (as  defined  below) (in such
capacity,  the  "Agent") for its benefit and for the benefit of the  "Holders of Secured  Obligations"  (as defined
below) who are, or may hereafter become, parties to the Credit Agreement referred to below.

                                                PRELIMINARY STATEMENT

         WHEREAS,  South Central Pool Supply,  Inc. (the  "Borrower")  has entered into a certain Third Amended and
Restated Credit  Agreement dated as of December 31,  1997 among, the Borrower,  the institutions  from time to time
party  thereto as lenders  (the  "Lenders")  and the Agent,  as amended  (as the same has been and  further  may be
amended,  modified,  supplemented or restated from time to time, the "Credit Agreement"),  providing for the making
of loans, advances and other financial accommodations  (including,  without limitation,  issuing letters of credit)
(all such loans,  advances and other financial  accommodations  being  hereinafter  referred to collectively as the
"Loans") to or for the benefit of the Borrower;

         WHEREAS,  the Borrower owns 100% of the issued and outstanding  limited  liability  company and membership
interests  and units of Grantor and,  accordingly,  Grantor will derive direct and indirect  economic  benefit from
the Loans and other financial accommodations made to the Borrower under the Credit Agreement;

         WHEREAS,  to secure the Loans,  among other  things,  the  Borrower  shall have  pledged its  interests in
Grantor to the Agent for its benefit and the benefit of the Holders of the Secured Obligations;

         WHEREAS,  Grantor joined,  or shall join,  that certain  Guaranty dated December 31, 1998 (as the same may
be amended,  modified,  supplemented  or restated from time to time, the  "Guaranty") in favor of the Agent for its
benefit and the benefit of Holders of Secured  Obligations  which will  provide  for the  guarantee  of the Secured
Obligations of the Borrower;

         WHEREAS,  as a condition  under the Credit  Agreement,  Grantor is required  to execute and  deliver,  and
perform its obligations under, this Agreement to secure the "Liabilities" (as defined herein);

         NOW,  THEREFORE,  in  consideration  of the  premises  set forth  herein and for other  good and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

                                                        15

         Defined Terms.  Unless  otherwise  defined herein,  terms defined in the Credit  Agreement are used herein
as therein  defined,  and the  following  terms shall have the  following  meanings  (such  meanings  being equally
applicable to both the singular and the plural forms of the terms defined):

         "Agreement"  shall mean this  Security  Agreement,  as the same may from time to time be further  amended,
restated,  modified or  supplemented,  and shall refer to this  Agreement  as the same may be in effect at the time
such reference becomes operative.

         "Collateral"  shall mean all property  and rights in property now owned or hereafter at any time  acquired
by Grantor in or upon which a Lien is  granted in favor of the Agent by Grantor or a  Subsidiary  of Grantor  under
this Agreement, including, without limitation, the property described in Section 2.

         "Holders of Secured  Obligations" shall mean the holders of the Secured  Obligations from time to time and
shall include their respective successors, transferees and assigns.

         "Notification  Period"  shall  mean the  period  from and  after  the date on which  the  Agent  notifies,
following the occurrence and during the continuance of a Default, a Restricted  Account Bank, in writing,  that the
Agent is  exercising  its rights under the  applicable  Restricted  Account  Agreement  until the date on which the
Agent notifies,  promptly  following the absence or curing of any Default,  such Restricted Account Bank that it is
withdrawing such notice.

         "UCC"  shall mean the  Uniform  Commercial  Code as the same may,  from time to time,  be in effect in the
State of Illinois;  provided,  however, in the event that, by reason of mandatory  provisions of law, any or all of
the attachment,  perfection or priority of the Agent's and the Holders of Secured  Obligations'  security  interest
in any Collateral is governed by the Uniform  Commercial  Code as in effect in a jurisdiction  other than the State
of Illinois,  the term "UCC" shall mean the Uniform  Commercial  Code as in effect in such other  jurisdiction  for
purposes of the  provisions  hereof  relating  to such  attachment,  perfection  or  priority  and for  purposes of
definitions related to such provisions.

         SECTION 1. Grant of Security.  To secure the prompt and complete  payment,  observance and  performance of
(i) obligations  and liabilities of Grantor under the Guaranty between the parties to this Agreement;  and (ii) the
Grantor's  obligations and liabilities under this Agreement and each document,  instrument,  or agreement  executed
in  connection  with or  pursuant  to this  Agreement  (all such  liabilities  and  obligations  of Grantor  now or
hereafter  existing being,  hereinafter  referred to as the  "Liabilities"),  Grantor hereby assigns and pledges to
Agent,  for the  benefit of itself and the  Holders of Secured  Obligations,  and hereby  grants to Agent,  for the
benefit of itself and the Holders of Secured  Obligations,  a security  interest in all of Grantor's  right,  title
and  interest in and to the  following,  whether  now owned or  existing,  or  hereafter  arising or  acquired  and
wheresoever located:

         ACCOUNTS:  All  "accounts"  as such term is  defined  in Section  9-106 of the UCC,  whether  now owned or
hereafter  acquired or arising,  and shall include,  without  limitation all present and future accounts,  accounts
receivable and other rights of Grantor to payment for goods sold or leased or for services  rendered  (except those
evidenced by instruments or chattel paper),  whether now existing or hereafter  arising and wherever  arising,  and
whether or not they have been earned by performance (collectively, "Accounts");

         INVENTORY:  All  "inventory"  as defined in Section  9-109(4) of the UCC,  whether now owned or  hereafter
acquired or arising,  and shall include,  without limitation,  all goods now owned or hereafter acquired by Grantor
(wherever  located,  whether  in the  possession  of  Grantor  or of a bailee or other  person  for sale,  storage,
transit,  processing,  use or otherwise and whether consisting, of whole goods, spare parts, components,  supplies,
materials,  or  consigned,  returned  or  repossessed  goods)  which  are held for sale or  lease,  which are to be
furnished (or have been  furnished)  under any contract of service or which are raw  materials,  work in process or
materials used or consumed in Grantor's business (collectively, "Inventory");

         EQUIPMENT:  All "equipment" as such term is defined in Section  9-109(2) of the UCC,  whether now owned or
hereafter  acquired  or  arising,  and  shall  include,  without  limitation,  all  machinery,  all  manufacturing,
distribution,  selling, data processing,  and office equipment, all furniture,  furnishings,  appliances,  fixtures
and trade fixtures,  tools, tooling,  molds, dies, vehicles,  vessels,  trucks, buses, motor vehicles and all other
goods of every type and  description  (other than  Inventory),  in each  instance  whether  now owned or  hereafter
acquired by Grantor and wherever located (collectively, "Equipment");

         GENERAL INTANGIBLES:  All "general  intangibles" as defined in Section 9-106 of the UCC, whether now owned
or  hereafter  acquired or arising,  and shall  include,  without  limitation,  all rights,  interests,  choices in
action,  causes of actions,  claims and all other  intangible  property of Grantor of every kind and nature  (other
than  Accounts),  in each  instance  whether now owned or  hereafter  acquired by Grantor and however and  whenever
arising,  including,  without limitation, all corporate and other business records; all loans, royalties, and other
obligations  receivable;  customer  lists,  credit files,  correspondence,  and  advertising  materials;  firm sale
orders,  other contracts and contract  rights;  all interests in partnerships  and joint ventures;  all tax refunds
and tax refund claims;  all right, title and interest under leases,  subleases,  licenses and concessions and other
agreements  relating to real or personal  property;  all  payments  due or made to Grantor in  connection  with any
requisition,  confiscation,  condemnation,  seizure or  forfeiture  of any  property by any person or  governmental
authority;  all deposit  accounts  (general or special) with any bank or other  financial  institution,  including,
without  limitation,  any deposits or other sums at any time  credited by or due to Grantor from any of the Holders
of Secured  Obligations or any of their  respective  Affiliates  with the same rights therein as if the deposits or
other sums were  credited by or due from such Holder of Secured  Obligations:  all  credits  with and other  claims
against carriers and shippers; all rights to indemnification;  all patents, and patent applications  (including all
reissues,  divisions,  continuations and extensions);  all trade secrets and inventions;  all copyrights (including
all  computer  software  and related  documentation);  all rights and  interests  in and to  trademarks,  trademark
registrations  and  applications  therefor,  trade  names,  corporate  names,  brand names,  slogans,  all goodwill
associated with the foregoing;  all license  agreements and franchise  agreements,  all  reversionary  interests in
pension and profit  sharing plans and  reversionary,  beneficial and residual  interest in trusts;  all proceeds of
insurance of which Grantor is beneficiary;  and all letters of credit,  guaranties,  liens,  security interests and
other  security held by or granted to Grantor;  and all other  intangible  property,  whether or not similar to the
foregoing;

         LAB PROCESSING AND ENGINEERING  INFORMATION:  All rights and interests in and to processes,  lab journals,
and notebooks,  data, trade secrets,  know-how,  product formulae and information,  manufacturing,  engineering and
other  drawings  and  manuals,  technology,  blueprints,  research  and  development  reports,  agency  agreements,
technical information,  technical assistance,  engineering data, design and engineering specifications, and similar
materials  recording  or  evidencing  expertise  used in or  employed  by Grantor  (including  any  license for the
foregoing);

         CONTRACT  RIGHTS:  All rights and  interests  in and to any pending or executory  contracts,  requests for
quotations,  invitations  for bid,  agreements,  leases and  arrangements  of which Grantor is a party to or has an
interest in;

         CHATTEL PAPER, INSTRUMENTS AND DOCUMENTS: All chattel paper, leases, all instruments,  including,  without
limitation,  the notes  and debt  instruments  described  in  Schedule  I (the  "Pledged  Debt")  and all  payments
thereunder  and  instruments  and other  property  from time to time  delivered  in respect  thereof or in exchange
therefor,  and all bills of sale,  bills of  lading,  warehouse  receipts  and other  documents  of title,  in each
instance whether now owned or hereafter acquired by Grantor;

         INVESTMENT  PROPERTY:  All "investment  property" as such term is defined in Section  9-115(f) of the UCC,
whether  now owned or  hereafter  acquired or arising,  and shall  include,  without  limitation,  all  securities,
financial assets, security entitlements,  securities accounts,  commodities contracts,  and commodities accounts in
each instance whether now owned or hereafter acquired by Grantor ("Investment Property");

         INTEREST AND CURRENCY  CONTRACTS:  Any and all interest rate or currency  exchange  agreements,  including
without limitation, cap, collar, floor, forward or similar agreements or other rate protection arrangements; and

         OTHER  PROPERTY:  All property or interests in property now owned or hereafter  acquired by Grantor  which
now may be owned or hereafter  may come into the  possession,  custody or control of Agent or any of the Holders of
Secured  Obligations  or any  agent  or  Affiliate  of any of them in any way  and  for any  purpose  (whether  for
safekeeping,  deposit,  custody, pledge,  transmission,  collection or otherwise);  and all rights and interests of
Grantor,  now existing or hereafter arising and however and wherever arising,  in respect of any and all (i) notes,
drafts,  letters  of credit,  stocks,  bonds,  and debt and equity  securities,  whether or not  certificated,  and
warrants,  options,  puts and calls and other  rights to acquire or otherwise  relating to the same;  (ii) money or
deposit accounts;  (iii) proceeds of loans, including,  without limitation,  loans made under the Credit Agreement;
and (iv)  insurance  proceeds  and books and records  relating to any of the  property  covered by this  Agreement;
together, in each instance,  with all accessions and additions thereto,  substitutions  therefor, and replacements,
proceeds and products thereof.

         SECTION  2.  Authorization.  Grantor  hereby  authorizes  Agent to  retain  and  each  Holder  of  Secured
Obligations,  and each  Affiliate of Agent and of each Holder of Secured  Obligations,  to pay or deliver to Agent,
for  the  benefit  of the  Holders  of  Secured  Obligations,  without  any  necessity  on any  Holder  of  Secured
Obligation's  part to resort to other  security  or  sources  of  reimbursement  for the  Liabilities,  at any time
following the occurrence and during the  continuance  of any Default,  and without  further notice to Grantor (such
notice being expressly waived),  any of the deposits referred to in Section 2 (whether general or special,  time or
demand,  provisional or final) or other sums or property held by such Person,  for application  against any portion
of the  Liabilities,  irrespective  of whether any demand has been made or whether such portion of the  Liabilities
is mature.  Agent will promptly  notify Grantor of Agent's  receipt of such funds or other property for application
against the Liabilities,  but failure to do so will not affect the validity or  enforceability  thereof.  Agent may
give notice of the above grant of security  interest and  assignment of the aforesaid  deposits and other sums, and
authorization,  to,  and  make any  suitable  arrangements  with,  any  such  Holder  of  Secured  Obligations  for
effectuation  thereof,  and Grantor hereby  irrevocably  appoints  Agent as its attorney to collect,  following the
occurrence  and during the  continuance  of a Default,  any and all such  deposits  or other sums to the extent any
such payment is not made to Agent by such Holder of Secured Obligation or Affiliate thereof.

         SECTION 3. Grantor Remains  Liable.  Anything  herein to the contrary  notwithstanding,  (a) Grantor shall
remain  solely  liable  under the  contracts  and  agreements  included in the  Collateral  to the extent set forth
therein to perform all of its duties and  obligations  thereunder  to the same extent as if this  Agreement had not
been executed,  (b) the exercise by Agent of any of its rights  hereunder shall not release Grantor from any of its
duties or obligations  under the contracts and  agreements  included in the  Collateral,  and (c) neither Agent nor
the Holders of Secured Obligations shall have any  responsibility,  obligation or liability under the contracts and
agreements  included  in the  Collateral  by reason of this  Agreement,  nor shall  Agent or the Holders of Secured
Obligations be required or obligated,  in any manner,  to  (i) perform or fulfill any of the  obligations or duties
of Grantor  thereunder,  (ii) make any payment,  or make any inquiry as to the nature or sufficiency of any payment
received by Grantor or the  sufficiency  of any  performance  by any party under any such  contract or agreement or
(iii) present  or file any  claim,  or take any  action to  collect  or  enforce  any claim  for  payment  assigned
hereunder.

         SECTION 4.  Representations  and  Warranties.  Grantor  represents  and  warrants,  as of the date of this
Agreement and as of each date hereafter  (except for changes  permitted or contemplated  by this  Agreement)  until
termination of this Agreement pursuant to Section 25:

                  (a)      The  correct  corporate  name of  Grantor  is set forth in the first  paragraph  of this
         Agreement.  The  locations  listed on  Schedule 2  constitute  all  locations  at which  Inventory  and/or
         Equipment is located and Grantor has exclusive  possession  and control of such  Equipment and  Inventory,
         except for such Inventory and Equipment which is  (i) temporarily  in transit  between such locations,  or
         (ii) temporarily  stored  with  third  parties  or held by  third  parties  for  processing,  engineering,
         evaluation or repairs the proper  corporate  names of which third parties,  the location of such Inventory
         and/or Equipment,  the nature of the relationship  between Grantor and such third parties, and the maximum
         value of Inventory  and/or  Equipment at such third parties is set forth in Schedule  2-A.  Schedule 2 may
         be amended to reflect additional locations acquired in connection with Permitted  Acquisitions.  The chief
         place of  business  and  chief  executive  office of  Grantor  are  located  at 109  Northpark  Boulevard,
         Covington,  Louisiana  70433.  All records  concerning any Accounts and all originals of all chattel paper
         which  evidence any Account are located at the addresses  listed on Schedule 2 and none of the Accounts is
         evidenced by a promissory note or other instrument except for such notes and other  instruments  delivered
         to Agent;

                  (b)      Grantor  is the  legal  and  beneficial  owner of the  Collateral  free and clear of all
         Liens  except for Liens  permitted  by the terms of the Credit  Agreement  and,  in certain  areas and for
         certain operations, the trade names listed on Schedule 3;

                  (c)      This  Agreement  creates  in  favor of Agent a legal,  valid  and  enforceable  security
         interest in the Collateral.  When financing  statements have been filed in the appropriate offices against
         Grantor in the locations  listed on Schedule 2-B,  Agent will have a fully  perfected  first priority lien
         on, and  security  interest  in, the  Collateral  in which a security  interest  may be  perfected by such
         filing, subject only to Liens permitted by the applicable terms of the Credit Agreement;

                  (d)      No  authorization,  approval or other  action by, and no notice to or filing  with,  any
         Governmental  Authority  that have not already  been taken or made and which are in full force and effect,
         are  required  (i) for the grant by Grantor of the security  interest in the  Collateral  granted  hereby;
         (ii) the  execution,  delivery or performance  of this Agreement by Grantor;  or (iii) for the exercise by
         Agent of any of its other rights or remedies hereunder;

                  (e)      The  Pledged  Debt issued by any  Affiliate  of  Grantor,  and to the best of  Grantor's
         knowledge,  all other Pledged Debt,  has been duly  authorized,  issued and  delivered,  and is the legal,
         valid, binding and enforceable obligation of the respective issuers thereof; and

                  (f)      Schedule 4  contains a  completed  list of all of the  deposit  accounts  of Grantor and
         Grantor  will  amend and  update  Schedule 4  by  delivering  supplemental  reports to Agent on a calendar
         quarterly basis unless more frequently requested by the Agent.

         SECTION 5.        Perfection  and  Maintenance  of Security  Interest and Lien.  Grantor agrees that until
all of the  Liabilities  (other than  contingent  indemnity  Obligations)  have been fully satisfied and the Credit
Agreement  has been  terminated,  Agent's  security  interests in and Liens on and against the  Collateral  and all
proceeds and products  thereof,  shall  continue in full force and effect.  Grantor shall perform any and all steps
reasonably  requested by Agent to perfect,  maintain  and protect  Agent's  security  interests in and Liens on and
against the  Collateral  granted or  purported  to be granted  hereby or to enable Agent to exercise its rights and
remedies  hereunder  with  respect to any  Collateral,  including,  without  limitation,  (i) executing  and filing
financing or continuation  statements,  or amendments  thereof,  in form and substance  reasonably  satisfactory to
Agent, (ii) delivering to Agent all certificates,  notes and other instruments (including,  without limitation, all
letters of credit on which Grantor is named as a beneficiary)  representing or evidencing  Collateral duly endorsed
and  accompanied  by duly  executed  instruments  of transfer or  assignment,  including,  but not limited to, note
powers,  all in form and substance  satisfactory to Agent,  (iii) delivering  to Agent warehouse  receipts covering
that  portion of the  Collateral,  if any,  located in  warehouses  and for which  warehouse  receipts  are issued,
(iv) after  the  occurrence  and during the  continuance  of a Default,  transferring,  Inventory  and Equipment to
warehouses  designated  by Agent or taking such other steps as are deemed  necessary  by Agent to maintain  Agent's
control of the Inventory and Equipment,  (v) marking conspicuously each document,  contract,  chattel paper and all
records  pertaining to the Collateral with a legend, in form and substance  satisfactory to Agent,  indicating that
such document,  contract,  chattel paper, or Collateral is subject to the security  interest  granted herein,  (vi)
using its best  efforts  to obtain as soon as  reasonably  possible,  but in no event  later than 30 days after the
date hereof,  waivers of Liens and access  agreements in substantially  the form of Exhibit A hereto (or such other
form as may be agreed to by the  Agent)  from  landlords  and  mortgagees  with  respect  to the  Grantor's  leased
premises  as of the date  hereof,  (vii) using its  reasonable  good faith  efforts to obtain  waivers of Liens and
access  agreements  in  substantially  the form of Exhibit A  hereto (or such other form as may be agreed to by the
Agent)  from  landlord  and  mortgagees  with  respect  to  all  premises   leased  after  the  date  hereof;   and
(viii) executing and delivering all further instruments and documents,  and taking all further action, as Agent may
reasonably request.

         SECTION 6.        Financing  Statements.  To the  extent  permitted  by  applicable  law,  Grantor  hereby
authorizes Agent to file one or more financing or continuation  statements and amendments  thereto,  disclosing the
security  interest granted to Agent under this Agreement without  Grantor's  signature  appearing thereon and Agent
agrees  to  notify  Grantor  when  such a  filing  has been  made.  Grantor  agrees  that a  carbon,  photographic,
photostatic,  or other  reproduction  of this  Agreement or of a financing  statement is  sufficient as a financing
statement.  If any Inventory or Equipment is in the possession or control of any  warehouseman or Grantor's  agents
or  processors,  Grantor  shall,  upon Agent's  request,  notify such  warehouseman,  agent or processor of Agent's
security  interest in such  Inventory  and  Equipment  and,  upon Agent's  request,  instruct them to hold all such
Inventory or Equipment for Agent's account and subject to Agent's instructions.

         SECTION 7.        Filing  Costs.  Grantor  shall pay the costs of, or  incidental  to, all  recordings  or
filings of all  financing  statements,  including,  without  limitation,  any  filing  expenses  incurred  by Agent
pursuant to Section 7.

         SECTION 8.        Schedule of  Collateral.  Grantor  shall  furnish to Agent from time to time  statements
and schedules  further  identifying  and describing  the  Collateral and such other reports in connection  with the
Collateral as Agent may reasonably request, all in reasonable detail.

         SECTION 9.  Equipment and  Inventory.  Grantor  covenants and agrees with Agent that from the date of this
Agreement and until termination of this Agreement pursuant to Section 25, Grantor shall:

                  (a)      Keep the  Equipment  and  Inventory  (other  than  Equipment  or  Inventory  sold in the
         ordinary course of business) at the places specified in  Section 5(a),  except for Equipment and Inventory
         (i) temporarily  in transit between such locations or (ii)  temporarily  stored with the third parties set
         forth on Schedule 2-A  in amounts not in excess of the maximum  amounts  indicated for each such location,
         and deliver  written  notice to Agent at least thirty (30) days prior to  establishing  any other location
         at which or third party with which it reasonably  expects to maintain  Inventory and/or Equipment in which
         location  or with which  third  party all action  required  by this  Agreement  shall have been taken with
         respect to all such Equipment and Inventory;

                  (b)      Maintain  or cause to be  maintained  in good  repair,  working,  order  and  condition,
         excepting,  ordinary wear and tear and damage due to casualty, all of the Equipment,  and make or cause to
         be made all appropriate  repairs,  renewals and replacements  thereof, as quickly as practicable after the
         occurrence of any loss or damage thereto which are necessary or desirable to such end;

                  (c)      Comply  with the terms of the  Credit  Agreement  with  respect  to such  Equipment  and
         Inventory,  including,  without  limitation,  the  maintenance  and insurance  provisions set forth in the
         Credit Agreement;

         SECTION  10.  Accounts.  Grantor  covenants  and  agrees  with  Agent that from and after the date of this
Agreement and until termination of this Agreement pursuant to Section 25, Grantor shall:

                  (a)      Keep its chief  place of business  and chief  executive  office and the office  where it
         keeps its records  concerning  the Accounts at its address set forth in Section 5(a) hereof,  and keep the
         offices  where it keeps all  originals of all chattel  paper which  evidence  Accounts,  at the  locations
         therefor  specified  in  Section 5(a)  or, upon thirty (30) days prior  written  notice to Agent,  at such
         other locations  within the United States in a jurisdiction  where all actions required by Section 6 shall
         have been taken with respect to the Accounts.  Grantor will hold and preserve such records (in  accordance
         with Grantor's usual document  retention  practices) and chattel paper and will permit  representatives of
         Agent at any time  during  normal  business  hours to inspect  and make  abstracts  from such  records and
         chattel paper; and

                  (b)      In any suit,  proceeding or action  brought by Agent under any Account  comprising  part
         of the  Collateral,  Grantor  will save,  indemnify  and keep each of the  Holders of Secured  Obligations
         harmless  from and against  all  expenses,  loss or damage  suffered  by reason of any  defense,  set off,
         counterclaim,  recoupment or reduction of liability  whatsoever of the obligor thereunder,  arising out of
         a breach by Grantor of any  obligation or arising out of any other  agreement,  indebtedness  or liability
         at any time  owing to or in favor  of such  Holder  of  Secured  Obligations  from  Grantor,  and all such
         obligations of Grantor shall be and shall remain  enforceable  against and only against  Grantor and shall
         not be enforceable against any of the Holders of Secured Obligations.

                  (c)      When Grantor or any of its  Subsidiaries  (or any Affiliates,  shareholders,  directors,
         officers,  employees,  agents or those  Persons  acting for or in concert with Grantor or a Subsidiary  of
         Grantor)  shall receive or come into the  possession or control of any monies,  checks,  notes,  drafts or
         any other  payment  relating  to, or  proceeds  of,  Grantor's  Accounts  or other  property  constituting
         Collateral hereunder  (individually,  a "Payment Item", and, collectively,  "Payment Items"), then, except
         as otherwise  permitted in a writing signed by the Agent,  Grantor shall,  or shall cause such  Subsidiary
         or such other Person to,  deposit the same,  in kind in precisely  the form in which such Payment Item was
         received  (with all Payment Items  endorsed if necessary for  collection),  into an account  maintained by
         the Grantor as permitted under the Credit Agreement.

         SECTION 11.  Leased Real  Property.  Grantor  covenants and agrees with Agent that from and after the date
of this Agreement and until termination of this Agreement pursuant to Section 25, that:

                  (a)      Promptly  following,  but not  later  than  ninety  (90) days  after,  the close of each
         fiscal  year  Grantor  will  furnish  to  Agent a  report  certified  to be true and  correct  by  Grantor
         containing  a list of each of the  Grantor's  leased  premises;  the name or names of all owners;  rentals
         being paid; and whether  Grantor has obtained  waivers of Liens and access  agreements  from landlords and
         mortgagees with respect to such premises in accordance with Section 6; and

                  (b)      Grantor  agrees that,  from and after the  occurrence of a Default,  Agent may, but need
         not,  make any payment or perform any act  hereinbefore  required of Grantor with respect to the Grantor's
         leased  premises in any form and manner deemed  expedient.  All money paid for any of the purposes  herein
         authorized  and all  other  moneys  advanced  by Agent to  protect  the lien  hereof  shall be  additional
         Liabilities  secured  hereby and shall become  immediately  due and payable  without notice and shall bear
         interest  thereon at the default  interest rate as provided in the Credit Agreement until paid to Agent in
         full.

         SECTION 12.  General  Covenants.  Grantor  covenants and agrees with Agent that from and after the date of
this Agreement and until termination of this Agreement pursuant to Section 25, Grantor shall:

                  (a)      Keep and maintain at Grantor's own cost and expense  satisfactory  and complete  records
         of Grantor's  Collateral in a manner  consistent  with Grantor's  current  business  practice,  including,
         without  limitation,  a record of all  payments  received  and all credits  granted  with  respect to such
         Collateral.  Grantor  shall,  for  Agent's  further  security,  deliver  and turn over to Agent or Agent's
         designated  representatives  at any time  following  the  occurrence  and  during  the  continuation  of a
         Default, any such books and records (including,  without limitation,  any and all computer tapes, programs
         and source and object codes  relating to such  Collateral  in which Grantor has an interest or any part or
         parts thereof); and

                  (b)      Grantor  will not  create,  permit or suffer to exist,  and will  defend the  Collateral
         against,  and take such other  action as is necessary to remove,  any Lien on such  Collateral  other than
         Liens  permitted  under the Credit  Agreement,  and will defend the right,  title and interest of Agent in
         and to Grantor's  rights to such  Collateral,  including,  without  limitation,  the proceeds and products
         thereof, against the claims and demands of all Persons whatsoever.

         SECTION 13. Agent  Appointed  Attorney-in-Fact.  Grantor  hereby  irrevocably  appoints Agent as Grantor's
attorney-in-fact,  with full  authority in the place and stead of Grantor and in the name of Grantor or  otherwise,
from time to time in Agent's  discretion,  to take any action and to execute  any  instrument  which Agent may deem
necessary or advisable to accomplish the purposes of this Agreement,  including, without limitation,  (a) following
the occurrence and during the continuance of a Default, to:

                           (i)      obtain and adjust insurance  required to be paid to the Agent or any Holders of
                  Secured Obligations pursuant to the Credit Agreement;

                           (ii)     ask,  demand,  collect,  sue  for,  recover,   compromise,   receive  and  give
                  acquittance  and  receipts  for  moneys  due and to become  due under or in respect of any of the
                  Collateral;

                           (iii)    receive,  endorse,  and collect any drafts or other instruments,  documents and
                  chattel paper, in connection with clause (i) or (ii) above; and

                           (iv)     file any claims or take any action or  institute  any  proceedings  which Agent
                  may deem  necessary or desirable  for the  collection of any of the  Collateral,  or otherwise to
                  enforce the rights of Agent with respect to any of the Collateral;

and (b) at any time, to:

                           (i)      obtain access to records  maintained for Grantor by computer services companies
                  and other service companies or bureaus;

                           (ii)     send requests under  Grantor's,  the Agent's or a fictitious  name to Grantor's
                  customers  or account  debtors for  verification  of Accounts  provided  that the Agent gives the
                  Grantor notice prior to initiating any such verifications; and

                           (iii)    do all other things reasonably necessary to carry out this Agreement.

         SECTION 14.  Agent May  Perform.  If Grantor  fails to perform any  agreement  contained  herein or in the
Credit Agreement,  Agent may, upon three days prior notice to the Grantor,  perform,  or cause performance of, such
agreement,  and the expenses of Agent incurred in connection  therewith  shall be payable by Grantor under Section
22.

         SECTION 15. Agent's  Duties.  The powers  conferred on Agent  hereunder are solely to protect its interest
in the  Collateral  and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody
of any Collateral in its possession and the accounting for moneys  actually  received by it hereunder,  Agent shall
not have any duty as to any  Collateral.  Agent shall be deemed to have  exercised  reasonable  care in the custody
and preservation of the Collateral in its possession if the Collateral is accorded  treatment  substantially  equal
to that which Agent accords its own property,  it being  understood that Agent shall be under no obligation to take
any necessary  steps to preserve  rights  against prior parties or any other rights  pertaining to any  Collateral,
but may do so at its option,  and all reasonable  expenses  incurred in connection  therewith shall be for the sole
account of Grantor and shall be added to the Liabilities.

         SECTION 16.  Remedies.  (a)  If any Default shall have occurred and be continuing:

                           (i)      Agent shall have, in addition to other rights and remedies  provided for herein
                  or otherwise  available to it, all the rights and remedies of a secured  party upon default under
                  the UCC  (whether or not the UCC applies to the  affected  Collateral)  and  further,  Agent may,
                  without  notice,  demand or legal process of any kind (except as may be required by law),  all of
                  which Grantor  waives,  at any time or times,  (x) enter  Grantor's  owned or leased premises and
                  take physical  possession of the  Collateral and maintain such  possession on Grantor's  owned or
                  leased  premises,  at no cost to Agent or any of the  Holders of Secured  Obligations,  or remove
                  the  Collateral,  or any part thereof,  to such other  place(s) as Agent may desire,  (y) require
                  Grantor to, and  Grantor  hereby  agrees  that it will at its  expense and upon  request of Agent
                  forthwith,  assemble  all or any  part  of the  Collateral  as  directed  by  Agent  and  make it
                  available to Agent at a place to be designated  by Agent which is reasonably  convenient to Agent
                  and  (z) without  notice  except as specified  below,  sell,  lease,  assign,  grant an option or
                  options to purchase  or  otherwise  dispose of the  Collateral  or any part  thereof at public or
                  private  sale at any  exchange,  broker's  board or at any of the offices of Agent or  elsewhere,
                  for  cash,  on  credit  or for  future  delivery,  and upon  such  other  terms as Agent may deem
                  commercially  reasonable.  Grantor agrees that, to the extent notice of sale shall be required by
                  law,  at least ten (10) days'  notice to Grantor of the time and place of any public  sale or the
                  time after which any private sale is to be made shall constitute reasonable  notification.  Agent
                  shall not be obligated to make any sale of  Collateral  regardless  of notice of sale having been
                  given.  Agent may adjourn  any public or private  sale from time to time by  announcement  at the
                  time and place fixed therefor,  and such sale may,  without  further notice,  be made at the time
                  and place to which it was so adjourned;

                           (ii)     Agent  shall apply all cash  proceeds  received by Agent in respect of any sale
                  of,  collection from, or other  realization upon all or any part of the Collateral (after payment
                  of any  amounts  payable to Agent  pursuant  to  Section 22),  for the  benefit of the Holders of
                  Secured  Obligations,  against  all or any  part  of the  Liabilities  in  such  order  as may be
                  required by the Credit  Agreement  or, to the extent not specified  therein,  as is determined by
                  the  Required  Lenders.  Any surplus of such cash or cash  proceeds  held by Agent and  remaining
                  after payment in full of all the  Liabilities  shall be paid over to Grantor or to whomsoever may
                  be lawfully entitled to receive such surplus;

                  (b)      Grantor  waives all  claims,  damages  and  demands  against  Agent  arising  out of the
         repossession,  retention or sale of any of the  Collateral or any part or parts  thereof,  except any such
         claims,  damages and awards arising out of the gross  negligence or willful  misconduct of Agent or any of
         the Holders of Secured  Obligations,  as the case may be, as determined in a final  non-appealed  judgment
         of a court of competent jurisdiction; and

                  (c)      The  rights and  remedies  provided  under  this  Agreement  are  cumulative  and may be
         exercised  singly or  concurrently  and are not  exclusive of any rights and  remedies  provided by law or
         equity.

         SECTION  17.  Exercise  of  Remedies.  In  connection  with  the  exercise  of its  remedies  pursuant  to
Section 17,  Agent may,  (i) exchange,  enforce,  waive or release  any  portion  of the  Collateral  and any other
security  for the  Liabilities;  (ii) apply  such  Collateral  or  security  and direct the order or manner of sale
thereof as Agent may, from time to time, determine;  and (iii) settle,  compromise,  collect or otherwise liquidate
any such  Collateral  or security  in any manner  following  the  occurrence  of a Default,  without  affecting  or
impairing  Agent's  right to take any other further  action with respect to any  Collateral or security or any part
thereof.

         SECTION 18.  License.  Agent is hereby  granted a license or other right to use,  following the occurrence
and during  the  continuance  of a Default,  without  charge,  (a) Grantor's  labels,  patents,  copyrights,  trade
secrets,  trade names,  trademarks,  service marks,  customer lists and  advertising  matter,  or any property of a
similar nature, as it pertains to the Collateral,  in completing  production of,  advertising for sale, and selling
any Collateral,  provided that Agent uses quality standards at least  substantially  equivalent to those of Grantor
for the  manufacture,  advertising,  sale and  distribution  of Grantor's  products and services and  (b) Grantor's
rights under all licenses and all franchise agreements shall inure to Agent's benefit.

         SECTION 19.  Injunctive  Relief.  Grantor  recognizes that in the event Grantor falls to perform,  observe
or  discharge  any of its  obligations  or  liabilities  under  this  Agreement,  any remedy of law may prove to be
inadequate  relief to the Holders of Secured  Obligations;  therefore,  Grantor  agrees that the Holders of Secured
Obligations,  if Agent so determines and requests,  shall be entitled to temporary and permanent  injunctive relief
in any such case without the necessity of proving actual damages.

         SECTION 20.  Interpretation  and  Inconsistencies.  The rights and duties created by this Agreement shall,
in all cases,  be interpreted  consistently  with, and shall be in addition to (and not in lieu of), the rights and
duties  created by the Credit  Agreement  and the other Loan  Documents.  In the event that any  provision  of this
Agreement  shall be  inconsistent  with any provision of any other Loan Document,  such provision of the other Loan
Document shall govern.

         SECTION 21.  Expenses.  Grantor  will upon demand pay to Agent  and/or the Holders of Secured  Obligations
the amount of any and all reasonable  expenses,  including the reasonable fees and  disbursements  of their counsel
and of any experts and agents, as provided in the applicable provisions of the Credit Agreement.

         SECTION 22.  Amendments,  Etc. No amendment or waiver of any  provision of this  Agreement  nor consent to
any departure by Grantor  herefrom  shall in any event be effective  unless the same shall be in writing and signed
by Agent and  Grantor,  and then such waiver or consent  shall be effective  only in the specific  instance and for
the specific purpose for which given.

         SECTION 23.  Notices.  All notices and other  communications  provided for hereunder shall be delivered in
the manner set forth in the Guaranty.

         SECTION 24.  Continuing Security Interest, Termination.

                  (a)      Except as provided in Section 25(b),  this Agreement shall create a continuing  security
         interest in the  Collateral  and shall  (i) remain in full force and effect until the later of the payment
         or  satisfaction  in full  of the  Liabilities  (other  than  contingent  indemnity  obligations)  and the
         termination  of the Credit  Agreement,  (ii) be  binding  upon  Grantor,  its  successors  and assigns and
         (iii) except to the extent that the rights of any transferor,  or assignor are limited by the terms of the
         Credit  Agreement,  inure,  together  with the rights and remedies of Agent  hereunder,  to the benefit of
         Agent and any of the  Holders  of  Secured  Obligations.  Nothing  set forth  herein or in any other  Loan
         Document is intended or shall be construed to give any other Person any right,  remedy or claim under,  to
         or in respect of this  Agreement or any other Loan Document or any  Collateral.  Grantor's  successors and
         assigns  shall  include,  without  limitation,  a  receiver,  trustee or  debtor-in-possession  thereof or
         therefor.

                  (b)      Upon the payment in full in cash of the  Liabilities  (other than  contingent  indemnity
         obligations)  and the  termination  of the Credit  Agreement,  this  Agreement  and the security  interest
         granted  hereby shall  terminate and all rights to the Collateral  shall revert to Grantor.  Upon any such
         termination  of security  interest,  Grantor shall be entitled to the return,  upon its request and at its
         expense,  of such of the  Collateral  held by Agent  as shall  not have  been  sold or  otherwise  applied
         pursuant to the terms  hereof and Agent will,  at Grantor's  expense,  execute and deliver to Grantor such
         other documents as Grantor shall reasonably  request to evidence such termination.  In connection with any
         sales of assets permitted under the Credit  Agreement,  the Agent will release and terminate the liens and
         security interests granted under this Agreement with respect to such assets.

         SECTION 25.  Severability.  It is the parties'  intention  that this  Agreement be  interpreted  in such a
way that it is valid  and  effective  under  applicable  law.  However,  if one or more of the  provisions  of this
Agreement  shall  for any  reason  be found to be  invalid  or  unenforceable,  the  remaining  provisions  of this
Agreement shall be unimpaired.

         SECTION 26.  Reserved.

         SECTION  27.  GOVERNING  LAW.  THE AGENT  HEREBY  ACCEPTS  THIS  AGREEMENT,  ON  BEHALF OF ITSELF  AND THE
LENDERS,  AT CHICAGO,  ILLINOIS BY ACKNOWLEDGING  AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE GRANTOR AND THE
AGENT,  ANY LENDER,  OR ANY OTHER HOLDER OF SECURED  OBLIGATIONS  ARISING OUT OF,  CONNECTED  WITH,  RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP  ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT,  AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

         SECTION 28.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

                  (A)      EXCLUSIVE  JURISDICTION.  EXCEPT AS  PROVIDED  IN  SUBSECTION (B),  EACH OF THE  PARTIES
         HERETO AGREES THAT ALL DISPUTES  BETWEEN THEM ARISING OUT OF,  CONNECTED  WITH,  RELATED TO, OR INCIDENTAL
         TO THE  RELATIONSHIP  ESTABLISHED  BETWEEN THEM IN  CONNECTION  WITH THIS  AGREEMENT,  WHETHER  ARISING IN
         CONTRACT,  TORT,  EQUITY, OR OTHERWISE,  SHALL BE RESOLVED  EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED
         IN CHICAGO,  ILLINOIS,  BUT THE PARTIES HERETO  ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO
         BE HEARD BY A COURT  LOCATED  OUTSIDE OF  CHICAGO,  ILLINOIS.  EACH OF THE  PARTIES  HERETO  WAIVES IN ALL
         DISPUTES  BROUGHT  PURSUANT TO THIS SUBSECTION ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
         CONSIDERING THE DISPUTE.

                  (B)      OTHER  JURISDICTIONS.  GRANTOR  AGREES  THAT THE  AGENT,  ANY  LENDER  OR ANY  HOLDER OF
         SECURED  OBLIGATIONS  SHALL HAVE THE RIGHT TO PROCEED  AGAINST  GRANTOR OR ITS  PROPERTY IN A COURT AT ANY
         LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN  PERSONAL  JURISDICTION  OVER THE GRANTOR OR  (2) REALIZE  ON
         THE  COLLATERAL OR ANY OTHER  SECURITY FOR THE  LIABILITIES  OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
         ENTERED IN FAVOR OF SUCH PERSON.  GRANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE  COUNTERCLAIMS  IN
         ANY  PROCEEDING  BROUGHT  BY SUCH  PERSON TO  REALIZE  ON THE  COLLATERAL  OR ANY OTHER  SECURITY  FOR THE
         LIABILITIES  OR TO ENFORCE A JUDGMENT OR OTHER COURT  OR-DER IN FAVOR OF SUCH PERSON.  GRANTOR  WAIVES ANY
         OBJECTION  THAT IT MAY HAVE TO THE  LOCATION OF THE COURT IN WHICH SUCH PERSON HAS  COMMENCED A PROCEEDING
         DESCRIBED IN THIS SUBSECTION.

                  (C)      SERVICE OF PROCESS.  GRANTOR  WAIVES  PERSONAL  SERVICE OF ANY  PROCESS  UPON IT AND, AS
         ADDITIONAL  SECURITY FOR THE  LIABILITIES,  IRREVOCABLY  APPOINTS THE PRENTICE  HALL  CORPORATION  SYSTEM,
         INC.,  GRANTOR'S  REGISTERED  AGENT,  WHOSE ADDRESS IS 33 NORTH  LASALLE,  SUITE 1925,  CHICAGO,  ILLINOIS
         60602,  AS GRANTOR'S  AGENT FOR THE PURPOSE OF ACCEPTING  SERVICE OF PROCESS ISSUED BY ANY COURT.  GRANTOR
         IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,  WITHOUT LIMITATION,  ANY OBJECTION OF THE LAYING OF VENUE OR
         BASED ON THE GROUNDS OF FORUM NON  CONVENIENS)  WHICH IT MAY NOW OR HEREAFTER  HAVE TO THE BRINGING OF ANY
         SUCH ACTION OR PROCEEDING  WITH RESPECT TO THIS AGREEMENT OR ANY OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT
         EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

                  (D)      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO  IRREVOCABLY  WAIVES ANY RIGHT TO HAVE
         A JURY  PARTICIPATE IN RESOLVING ANY DISPUTE,  WHETHER SOUNDING IN CONTRACT,  TORT, OR OTHERWISE,  ARISING
         OUT OF,  CONNECTED  WITH,  RELATED  TO OR  INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED  BETWEEN  THEM IN
         CONNECTION  WITH THIS AGREEMENT OR ANY OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED IN
         CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM,  DEMAND,  ACTION
         OR CAUSE OF ACTION  SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY AND THAT ANY PARTY  HERETO MAY FILE AN
         ORIGINAL  COUNTERPART  OR A COPY OF THIS  AGREEMENT  WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF
         THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                  (E)      WAIVER OF BOND.  GRANTOR WAIVES THE POSTING OF ANY BOND OTHERWISE  REQUIRED OF ANY PARTY
         HERETO IN CONNECTION  WITH ANY JUDICIAL  PROCESS OR  PROCEEDING TO REALIZE ON THE  COLLATERAL OR ANY OTHER
         SECURITY FOR THE  LIABILITIES  OR TO ENFORCE ANY  JUDGEMENT OR OTHER COURT ORDER  ENTERED IN FAVOR OF SUCH
         PARTY,  OR TO ENFORCE BY SPECIFIC  PERFORMANCE,  TEMPORARY  RESTRAINING  ORDER,  PRELIMINARY  OR PERMANENT
         INJUNCTION, THIS AGREEMENT.

                  (F) ADVICE OF COUNSEL.  EACH OF THE  PARTIES  REPRESENTS  TO EACH OTHER PARTY  HERETO THAT IT HAS
         DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THIS SECTION 28, WITH ITS COUNSEL.

                                  [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

Security Agreement
         IN WITNESS  WHEREOF,  each party hereto has caused this Agreement to be duty executed and delivered by its
officer thereunto duly authorized as of the date first above written.

SCP SUPERIOR ACQUISITION COMPANY LLC


By:/S/
     Name:
     Title:


LASALLE BANK NATIONAL ASSOCIATION, as AGENT


By:/S/
     Name:
     Title:

EX-10

EXHIBIT 10.30

                                          CONSENT AND AMENDMENT NO. 5 TO
                                            THIRD AMENDED AND RESTATED
                                                  CREDIT AGREEMENT
                                           Dated as of December 31, 1997


         THIS CONSENT AND AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT  AGREEMENT  ("Amendment") is made as
of the 28th day of  December,  2000 by and among SOUTH  CENTRAL  POOL SUPPLY,  INC.,  a Delaware  corporation  (the
"Borrower"),  the financial  institutions  listed on the signature  pages hereof (the  "Lenders")  and LASALLE BANK
NATIONAL  ASSOCIATION,  in its individual  capacity as a Lender and in its capacity as agent  ("Agent")  under that
certain Third Amended and Restated Credit  Agreement  dated as of December 31, 1997 by and among the Borrower,  the
Lenders and the Agent (as amended,  the "Credit  Agreement")  and each of the Persons  identified  on the signature
pages hereto as a Loan Party  (individually,  a "Loan Party" and  collectively,  the "Loan  Parties").  Capitalized
terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

                                                     WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement;

         WHEREAS,  Agent  and the  Required  Lenders  desire to  consent  to (i) the  acquisition  by  Borrower  of
substantially all of the assets of Pool Rite, Inc., a Florida  corporation  ("Pool Rite"),  and Pool Rite II, Inc.,
a Florida  corporation  ("Pool  Rite II"),  in  accordance  with the terms of the Asset  Purchase  Agreement  dated
October  26,  2000 (the "Pool Rite  Acquisition"),  (ii) the  conversion  of  Borrower  (the  "Conversion")  from a
Delaware  corporation  to a Delaware  limited  liability  company  pursuant to Section 266 of the Delaware  General
Corporation  Law and the  renaming of Borrower to SCP  Distributors,  LLC,  and (iii) the merger of SCP Finance Co.
with and into SCP Property Co. (the  "Merger"),  all on the terms and subject to the  conditions  set forth herein;
and

         WHEREAS,  the Borrower,  the Lenders and the Agent have agreed to amend the Credit  Agreement on the terms
and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the foregoing and the agreements,  provisions and covenants herein
contained, Borrower, Agent, and the Lenders agree as follows:

         1.       Consent.  Subject  to the terms and  provisions  of this  Amendment,  Agent  and  Lenders  hereby
consent to the following:

         a.       the Pool Rite  Acquisition  and  Borrower's  use of proceeds of  Revolving  Loans to complete the
                  same;

         b.       the Conversion; and

                                                         8

         c.       the  Merger,  it  being  understood  and  agreed  that  upon  consummation  of  the  Merger,  the
                  Subordinated Intercompany Indebtedness will be owned by, and owed to, SCP Property Co.

         2.       Amendments to Credit  Agreement.  Subject to the prior  satisfaction  of the conditions set forth
in Section 3 below, Agent, the Lenders, and Borrower hereby agree to amend the Credit Agreement as follows:

1.       Section 1.1 is amended by deleting the  definitions  of Capital Stock and  Restricted  Junior  Payment and
                  substituting the following therefor:

         "Capital  Stock",  with respect to any Person,  means any capital stock,  partnership  interests,
         limited  liability  company  interests  or  units  or  other  equity  security  of  such  Person,
         regardless of class or designation,  and all warrants,  options,  purchase rights,  conversion or
         exchange rights, voting rights, calls or claims of any character with respect thereto."

         "Restricted  Junior  Payment" means (i) any dividend or other  distribution,  direct or indirect,
         on account of any Capital Stock of the Borrower now or hereafter  outstanding,  except a dividend
         payable  solely in  shares,  interests,  units or the like of that  class of  security  or in any
         junior class of security to the holders of that class, (ii) any redemption,  retirement,  sinking
         fund or similar  payment,  purchase or other  acquisition for value,  direct or indirect,  of any
         Capital  Stock of the Borrower or any of its  Subsidiaries  now or hereafter  outstanding,  (iii)
         any payment or prepayment of principal of,  premium,  if any, or interest,  fees or other charges
         on or with  respect  to,  and  any  redemption,  purchase,  repurchase,  retirement,  defeasance,
         sinking  fund or similar  payment  and any claim for  rescission  with  respect to any  Permitted
         Subordinated  Indebtedness,  (iv) any payment made to redeem, purchase,  repurchase or retire, or
         to obtain the  surrender  of, any  outstanding  warrants,  options or other rights to acquire any
         Capital Stock of the Borrower or any of its  Subsidiaries now or hereafter  outstanding,  (v) any
         payment  of a claim  for the  rescission  of the  purchase  or sale of, or for  material  damages
         arising  from the  purchase or sale of any  Permitted  Subordinated  Indebtedness  or any Capital
         Stock of Holdings,  Borrower or any of Borrower's  Subsidiaries or of a claim for  reimbursement,
         indemnification  or  contribution  arising  out of or related  to any such  claim for  damages or
         recission and (vi) any payment of management fees to Holdings, CHS or any of their Affiliates."

2.       Section 5.1 is deleted in its entirety and the following is substituted therefor:

         "5.1     Organization;  Corporate  Powers.  The  Borrower and each of its  Subsidiaries  (i) is a
         corporation,  partnership,  limited  liability  company or other entity duly  organized,  validly
         existing  and in  good  standing  under  the  laws  of  the  jurisdiction  of its  incorporation,
         formation  or  organization,  (ii) is duly  qualified  to do business  as a foreign  corporation,
         partnership,  limited  liability  company or other entity and its in good standing under the laws
         of each  jurisdiction  in which  failure  to be so  qualified  and in good  standing  will have a
         Material  Adverse  Effect,  (iii) has filed and  maintained  effective  (unless  exempt  from the
         requirements  for filing) a current  Business  Activity Report with the appropriate  Governmental
         Authority  in the  States in which it is  required  to do and (iv) has all  requisite  corporate,
         partnership,  limited  liability  company or other  requisite  power and authority to own operate
         and encumber its property and to conduct its business as presently  conducted  and as proposed to
         be conducted."

3.       Sections 5.2(A) and (B) are deleted in their entirety and the following is substituted therefor:

         "5.2     Authority.

                  (A)      The  Borrower  and each of its  Subsidiaries  have or had, as  applicable,  the
         requisite  corporate,  partnership,  limited  liability  company  or other  requisite  power  and
         authority (i) to execute,  deliver and perform each of the  Transaction  Documents to which it is
         a party  and  (ii) to  file  the  Transaction  Documents  which  must  be  filed  by it with  any
         Governmental Authority.

                  (B)      The execution,  delivery,  performance and filing,  as the case may be, of each
         of the Transaction  Documents to which the Borrower or any of its  Subsidiaries  is a party,  and
         the  consummation  of the  transactions  contemplated  thereby,  have been duly  approved  by the
         respective  boards of directors or other  governing  body and, if  necessary,  the  shareholders,
         partners,  members or other  equity  security  holders,  as  applicable,  of the Borrower and its
         Subsidiaries,  and such  approvals  have not been  rescinded.  No other  corporate,  partnership,
         limited  liability  company or other requisite  action or proceedings on the part of the Borrower
         or its Subsidiaries are necessary to consummate such transactions."

4.       Section 5.3 is deleted in its entirety and the following is substituted therefor:

         "5.3     No Conflict,  Governmental  Consents.  The execution,  delivery and  performance of each
         of the Loan  Documents  and  other  Transaction  Documents  to which the  Borrower  or any of its
         Subsidiaries  is a party do not and will not (i)  conflict  with the  certificate  or articles of
         incorporation,  by-laws,  partnership  agreement,  limited  liability  company agreement or other
         organizational  document  of the  Borrower or any such  Subsidiary,  (ii)  constitute  a tortious
         interference  with any Contractual  Obligation of any Person or conflict with, result in a breach
         of or  constitute  (with  or  without  notice  or  lapse of time or  both) a  default  under  any
         Requirement of Law (including,  without limitation,  any Environmental  Property Transfer Act) or
         Contractual  Obligation of the Borrower or any such  Subsidiary,  or require  termination  of any
         Contractual  Obligation,   except  such  interference,   breach,  default  or  termination  which
         individually  or in the aggregate  would not  reasonably  be expected to have a Material  Adverse
         Effect,  (iii)  with  respect  to the  Loan  Documents  and,  to the best of  Borrower's  and its
         Subsidiaries'  knowledge with respect to the other  Transaction  Documents,  result in or require
         the  creation or  imposition  of any Lien  whatsoever  upon any of the  property or assets of the
         Borrower  or any such  Subsidiary,  other than Liens  permitted  by the Loan  Documents,  or (iv)
         require any approval of the Borrower's or any such Subsidiary's  shareholders,  partners, members
         or other  equity  security  holders  except  such as have been  obtained.  Except as set forth on
         Schedule  5.3 to  this  Agreement,  the  execution,  delivery  and  performance  of  each  of the
         Transaction  Documents  to which the  Borrower or any of its  Subsidiaries  is a party do not and
         will not require any  registration  with,  consent or approval  of, or notice to, or other action
         to, with or by any Governmental  Authority,  including under any Environmental  Property Transfer
         Act,  except filings,  consents or notices which have been made,  obtained or given, or which, if
         not made,  obtained or given,  individually  or in the aggregate would not reasonably be expected
         to have a Material Adverse Effect."

5.       Section 5.8 is deleted in its entirety and the following is substituted therefor:

         "5.8   Subsidiaries.   Schedule  5.8  to  this  Agreement  (i)  contains  a  description  of  the
         corporate,   partnership,   limited  liability  company  or  other  organizational  structure  of
         Holdings,  the Borrower,  its Subsidiaries  and any other Person in which Holdings,  the Borrower
         or any of its  Subsidiaries  holds an equity  interest;  and (ii)  accurately  sets forth (A) the
         correct  legal name,  the  jurisdiction  of  incorporation,  organization  or  formation  and the
         jurisdiction  in which  each of the  Borrower  and the direct and  indirect  Subsidiaries  of the
         Borrower  is  qualified  to  transact  business as a foreign  corporation,  partnership,  limited
         liability  company  or  other  entity,  (B)  the  authorized,   issued  and  outstanding  shares,
         interests,  units or the like of each  class of  Capital  Stock of the  Borrower  and each of its
         Subsidiaries  and the owners of such shares,  interests,  units or the like, and (C) a summary of
         the direct and  indirect  partnership,  joint  venture,  or other  equity  interests,  if any, of
         Holdings,  the  Borrower  and  each  Subsidiary  of the  Borrower  in any  Person  that  is not a
         Subsidiary.  None of the issued  and  outstanding  Capital  Stock of the  Borrower  or any of its
         Subsidiaries is subject to any vesting,  redemption,  or repurchase  agreement,  and there are no
         warrants or options  outstanding  with respect to such Capital  Stock.  The  outstanding  Capital
         Stock of the Borrower and each of its  Subsidiaries is duly  authorized,  validly  issued,  fully
         paid and  non-assessable  and its not margin  stock (as defined in  Regulation  U). The  Borrower
         has no direct  Subsidiaries other than Alliance,  SCP International,  Inc., SCP Property Co., SCP
         Barbados,  Inc. and Superior  Pool  Products,  LLC, all of the Capital Stock of which is owned by
         the Borrower.  Except as described in Schedule 5.8,  Alliance has no assets or  Indebtedness  and
         does not conduct any active  business.  Holdings has no Subsidiaries  other than the Borrower and
         its  Subsidiaries  and,  upon its  creation  in  accordance  with  Section  6.3(G),  the  Finance
         Subsidiary, which Finance Subsidiary will merge with and into SCP Property Co."

6.       Section 6.2(A) is deleted in its entirety and the following is substituted therefor:

         "(A)  Corporate  Existence,  Etc. The Borrower  shall,  and shall cause each of its  Subsidiaries
         (other than  Alliance) to, at all times maintain its corporate,  partnership,  limited  liability
         company or other  organizational  existence  and preserve and keep,  or cause to be preserved and
         kept, in full force and effect its rights and franchises material to its business.

7.       Section 6.3(F)(iv) is amended by adding the phrase "and  distributions"  after the word "dividends" in the
                  third line thereof.

8.       Section 6.3(N) is deleted in its entirety and the following is substituted therefor:

         "(N) Corporate  Documents.  Neither the Borrower nor any of its Subsidiaries shall amend,  modify
         or otherwise  change any of the terms or  provisions  in any of their  respective  organizational
         documents,  including without  limitation,  articles or certificates of  incorporation,  by-laws,
         partnership  agreement or limited  liability  agreement  (other than the by-laws and, in the case
         of by-laws,  any of the  material  terms or  provisions  thereof) as in effect on the date hereof
         or,  if later,  on the date on which any such  document  is  initially  adopted  or  executed  as
         permitted  herein,  in any manner  adverse to the  interests  of the  Lenders  without  the prior
         written consent of the Required Lenders (which consent shall not be unreasonably withheld).

9.       Section  6.3(Q) is amended by deleting  the word  "stock" in the fourth  line  therefor  and  substituting
                  "Capital Stock" therefor.

10.      The parties  acknowledge  and agree that SCP  Finance Co.  constitutes  the Finance  Subsidiary.  From and
                  after the effectiveness of the Merger,  Holdings shall not thereafter  create,  capitalize (other
                  than Borrower) or acquire any Subsidiary.

         3.       Conditions of  Effectiveness.  This Amendment shall not become  effective  unless the Agent shall
have received the following on or before December 31, 2000:

11.      the written consent of the holders of the Subordinated  Intercompany  Indebtedness,  in form and substance
                  satisfactory to Agent; and

12.      the documents and other items identified in the Closing  Checklist,  a copy of which is attached hereto as
                  Exhibit A, all in form and substance reasonably satisfactory to Agent, Lenders and Borrower.

         4.       Representations  and Warranties of the Borrower.  The Borrower hereby  represents and warrants as
follows:

13.      This  Amendment  and the  Credit  Agreement  as  amended  hereby,  constitute  legal,  valid  and  binding
                  obligations  of the Borrower and are  enforceable  against the Borrower in accordance  with their
                  terms.

14.      Upon the  effectiveness of this Amendment,  the Borrower hereby  reaffirms all covenants,  representations
                  and warranties  made in the Credit  Agreement and the other Loan Documents to the extent the same
                  are not  amended  hereby,  and agrees that all such  covenants,  representations  and  warranties
                  shall be deemed to have been remade as of the effective date of this Amendment.

15.      After  giving  effect to the consent in Section 1a hereof,  no Default or  Unmatured  Default has occurred
                  and is  continuing  or would  result from the  execution of this  amendment  or the  transactions
                  contemplated hereby.

16.      The execution,  delivery and  performance of this Amendment (i) has been duly  authorized by all necessary
                  corporate  action and (ii) does not conflict with,  result in a breach of, or constitute (with or
                  without  notice  or  lapse  of time or  both) a  default  under  any  Contractual  Obligation  of
                  Holdings, Borrower or any of its Subsidiaries.

17.      SCP  Finance  Co.  owns no  assets  other  than  the  Subordinated  Intercompany  Indebtedness  and has no
                  liabilities or obligations.  The principal  place of business and chief  executive  office of SCP
                  Finance is 2325-B Renaissance Drive, Las Vegas, Nevada 89119.

18.      Consummation  of the  Conversion  and  Merger do not and will not (i)  conflict  with the  certificate  or
                  articles  of  incorporation  or by-laws of the  Borrower or any  Subsidiary,  (ii)  constitute  a
                  tortious  interference  with any Contractual  Obligations of any Person or conflict with,  result
                  in a breach of or  constitute  (with or without  notice or lapse of time or both) a default under
                  any Requirement of Law (including,  without limitation,  any Environmental Property Transfer Act)
                  or Contractual  Obligation of the Borrower or any such Subsidiary,  or require termination of any
                  Contractual  Obligation,  (iii)  result in or require  the  creation  or  imposition  of any Lien
                  whatsoever  upon any of the  property  or assets of the  Borrower or any such  Subsidiary,  other
                  than Liens  permitted by the Loan  Documents,  or (iv) require any approval of the  Borrower's or
                  any  Subsidiary's  shareholders  except  such as have been  obtained.  Except for the filing with
                  the Secretary of State of Delaware of a Certificate  of Conversion  and  Certificate of Formation
                  in  connection  with the  Conversion  and the filing with the  Secretary  of State of Delaware of
                  Articles of Merger in connection  with the Merger,  the Conversion and Merger do not and will not
                  require any  registration  with,  consent or approval  of, or notice to, or other action to, with
                  or by any  Governmental  Authority,  including  under any  Environmental  Property  Transfer Act,
                  except filings, consents or notices which have been made, obtained or given.

2.       Reference to the Effect on the Credit Agreement.

1.       Upon the  effectiveness  of this  Amendment,  on and after the date hereof,  each  reference in the Credit
                  Agreement  and other  Loan  Documents  to (i) "this  Credit  Agreement,"  "hereunder,"  "hereof,"
                  "herein"  or words of like  import  shall  mean and be a  reference  to the Credit  Agreement  as
                  amended  hereby and (ii) South  Central  Pool Supply,  Inc.,  as  borrower,  debtor,  assignor or
                  pledgor,  as  applicable,  shall  mean and be a  reference  to SCP  Distributors  LLC, a Delaware
                  limited  liability  company,  it being the express intent and  understanding  of the parties that
                  SCP  Distributors  LLC  constitute a  continuation  of the existence of South Central Pool Supply
                  Inc.  and  that  the  Obligations  of South  Central  Pool  Supply,  Inc.  constitute  continuing
                  Obligations under the Credit Agreement and other Loan Documents.

2.       Except as  specifically  amended above,  the Credit  Agreement and all other  documents,  instruments  and
                  agreements  executed  and/or  delivered in connection  therewith,  shall remain in full force and
                  effect, and are hereby ratified and confirmed.

3.       The execution,  delivery and  effectiveness  of this Amendment shall not operate as a waiver of any right,
                  power of remedy of the Agent or the  Lenders,  nor  constitute  a waiver of any  provision of the
                  Credit  Agreement or any other  documents,  instruments and agreements  executed and/or delivered
                  in connection therewith.

         5.       GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
INTERNAL  LAWS  (INCLUDING  735  ILCS  105/5-1  ET SEQ.  BUT  OTHERWISE  WITHOUT  REGARD  TO THE  CONFLICTS  OF LAW
PROVISIONS) OF THE STATE OF ILLINOIS.

         6.       Headings.  Section  headings in this Amendment are included  herein for  convenience of reference
only and shall not constitute a part of this Amendment for any other purpose.

         7.       Counterparts.  This  Amendment  may be executed by one or more of the parties to the Amendment on
any number of separate  counterparts and all of said counterparts  taken together shall be deemed to constitute one
and the same  instrument.  This Amendment may be executed by facsimile and a facsimile  transmission of a signature
to the Agent or the Agent's counsel shall be effective as though an original signature had been so delivered.

         8.       No Strict  Construction.  The parties hereto have  participated  jointly in the  negotiation  and
drafting  of this  Amendment  and the  Credit  Agreement.  In the  event an  ambiguity  or  question  of  intent or
interpretation  arises,  this Amendment and the Credit Agreement as hereby amended shall be construed as if drafted
jointly by the parties hereto and no  presumption or burden of proof shall arise favoring or disfavoring  any party
by virtue of the authorship of any provisions of this Amendment or the Credit Agreement.

         9.       Reaffirmation.  Each of the Loan Parties as debtor, grantor, pledgor, guarantor,  assignor, or in
other any other  similar  capacity in which such Loan Party grants  liens or security  interests in its property or
otherwise acts as  accommodation  party or guarantor,  as the case may be, hereby (i) ratifies and reaffirms all of
its payment and performance obligations,  contingent or otherwise,  under each of the Loan Documents to which it is
a party  (after  giving  effect  hereto)  and (ii) to the  extent  such Loan  Party  granted  liens on or  security
interests in any of its property  pursuant to any such Loan  Document as security for or otherwise  guaranteed  the
Borrower's  Obligations  under or with respect to the Loan  Documents,  ratifies and reaffirms  such  guarantee and
grant of security  interests  and liens and confirms and agrees that such security  interests  and liens  hereafter
secure all of the  Obligations as amended  hereby.  Each of the Loan Parties hereby  consents to this Amendment and
acknowledges  that  each of the Loan  Documents  remains  in full  force and  effect  and is  hereby  ratified  and
reaffirmed.  The  execution of this  Amendment  shall not operate as a waiver of any right,  power or remedy of the
Agent or Lenders,  constitute a waiver of any provision of any of the Loan  Documents or serve to effect a novation
of the Obligations.

                        [remainder of page intentionally left blank; signature pages follow]

                                                         9

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

                                                     LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent

                                                     By:      /S/
                                                     Its:     ___________________________________


                                                     HIBERNIA NATIONAL BANK, as a Lender
                                                     By:      /S/
                                                     Its:     ___________________________________


                                                     NATIONAL CITY BANK, as a Lender

                                                     By:      /S/
                                                     Its:     ___________________________________


                                                     BANK ONE,  N.A.,  formerly known as THE FIRST NATIONAL BANK OF
                                                     CHICAGO, as a Lender

                                                     By:      /S/
                                                     Its:     ___________________________________


AGREED AND ACKNOWLEDGED THIS
28th Day of December, 2000

BORROWER:

SOUTH CENTRAL POOL SUPPLY, INC.

By:      /S/
Its:     ___________________________________

LOAN PARTIES:

SCP POOL CORPORATION

By:      /S/
Its:     ___________________________________

                                                        10

ALLIANCE PACKAGING, INC.

By:      /S/
Its:     ___________________________________


SCP INTERNATIONAL, INC.

By:      /S/
Its:     ___________________________________


SUPERIOR POOL PRODUCTS, LLC

By:      /S/
Its:     ___________________________________

SCP PROPERTY CO.

By:      /S/
Its:     ___________________________________

EX-10

EXHIBT 10.31

                                          CONSENT AND AMENDMENT NO. 6 TO
                                            THIRD AMENDED AND RESTATED
                                                  CREDIT AGREEMENT
                                           Dated as of December 31, 1997


         THIS CONSENT AND AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED CREDIT  AGREEMENT  ("Amendment") is made as
of the 26th day of  January,  2001 by and among SCP  DISTRIBUTORS  LLC, a Delaware  limited  liability  company and
successor by conversion from South Central Pool Supply,  Inc. (the "Borrower"),  the financial  institutions listed
on the signature pages hereof (the "Lenders"),  LASALLE BANK NATIONAL ASSOCIATION,  in its individual capacity as a
Lender and in its capacity as agent  ("Agent")  under that certain  Third  Amended and  Restated  Credit  Agreement
dated as of  December  31, 1997 by and among the  Borrower,  the  Lenders  and the Agent (as  amended,  the "Credit
Agreement")  and each of the Persons  identified on the  signature  pages hereto as a Loan Party  (individually,  a
"Loan  Party" and  collectively,  the "Loan  Parties").  Capitalized  terms used herein and not  otherwise  defined
herein shall have the meaning given to them in the Credit Agreement.

                                                     WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement;

         WHEREAS,  Agent and the  Required  Lenders  desire to  consent  to (i) the  creation  by  Borrower  of SCP
Acquisition Co. LLC, a Delaware limited  liability  company and wholly-owned  Subsidiary of Borrower  ("Acquisition
Co.") (the  "Subsidiary  Formation"),  (ii) the  acquisition by Borrower,  Superior Pool Products,  LLC, a Delaware
limited  liability  company  and  wholly-owned  Subsidiary  of  Borrower  ("Superior"),   and  Acquisition  Co.  of
substantially all of the assets of Hughes Supply, Inc., a Florida corporation  ("Hughes"),  Allstate Pool Supplies,
Inc., a Delaware  corporation  ("Allstate"),  and  Allstate  Pool  Business,  L.P.,  a Delaware  limited  liability
partnership ("Pool LP"; together with Hughes and Allstate,  the "Seller"),  in each instance,  used in its business
of wholesale  distribution  of pool supplies,  in accordance  with the terms of the Asset Purchase  Agreement dated
January 26, 2001 (the  "Allstate  Acquisition"  and the assets so acquired by  Acquisition  Co. (and not Borrower),
the  "Acquisition  Co.  Assets"),  (iii) the execution and delivery by Acquisition  Co. to Pool LP of a $25 million
promissory note payable to Pool LP (the "Note") and a security agreement (the "Security  Agreement")  granting Pool
LP a first-priority  lien on the Acquisition Co. Assets,  (iv) the execution and delivery by Borrower of a guaranty
(the  "Borrower  Guaranty"),  and (v)  the  execution  and  delivery  by  Superior  of a  guaranty  (the  "Superior
Guaranty"), all on the terms and subject to the conditions set forth herein; and

         WHEREAS,  the Borrower,  the Lenders and the Agent have agreed to amend the Credit  Agreement on the terms
and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the foregoing and the agreements,  provisions and covenants herein
contained, Borrower, Agent, and the Lenders agree as follows:


         1.       Consent.  Subject  to the terms and  provisions  of this  Amendment,  Agent  and  Lenders  hereby
consent to the following:

         a.       the Subsidiary Formation;

         b.       the Allstate Acquisition and Borrower's use of proceeds of Revolving Loans to complete the same;

         c.       the  execution  and delivery by  Acquisition  Co. of the Note and the Security  Agreement and the
                  granting of the liens on the  Acquisition  Co.  Assets and other assets  acquired by  Acquisition
                  Co. as permitted  herein,  it being  understood (and Borrower  covenants and agrees) that (i) the
                  Note and the  Security  Agreement  shall not be  amended,  supplemented,  restated  or  otherwise
                  modified  without the prior  written  consent of Agent and the  Required  Lenders,  and (ii) upon
                  payment by Acquisition Co. of the  indebtedness  evidenced by the Note,  Seller shall release all
                  liens granted  under the Security  Agreement  and Agent shall have a  first-priority  lien on any
                  and all Acquisition Co. Assets; and

         d.       the execution and delivery by Borrower of the Borrower  Guaranty,  and the execution and delivery
                  by Superior of the Superior Guaranty.

         2.       Amendments  to Credit  Agreement.  Agent,  the Lenders,  and  Borrower  hereby agree to amend the
Credit Agreement as follows:

1.       Each of Schedule  1.1.1,  Schedule 1.1.2,  Schedule  1.1.3,  Schedule 1.1.4 and Schedule 5.8 to the Credit
                  Agreement are deleted in their  entirety and Schedule  1.1.1,  Schedule  1.1.2,  Schedule  1.1.3,
                  Schedule 1.1.4 and Schedule 5.8 attached hereto are substituted therefor.

2.       Section 2.8(a) is amended by deleting the table therein and substituting the following therefor:

                  ====================== ================ =================== =================== ==================

                        Leverage           Applicable         Applicable          Applicable         Applicable
                          Ratio            Eurodollar       Floating Rate       Commitment Fee    Letter of Credit
                                             Margin             Margin
                  ---------------------- ---------------- ------------------- ------------------- ------------------
                  ---------------------- ---------------- ------------------- ------------------- ------------------

                  ‹ 2.00 to 1.00             0.875%             0.125%              0.25%              0.875%
                  ---------------------- ---------------- ------------------- ------------------- ------------------
                  ---------------------- ---------------- ------------------- ------------------- ------------------

                  =› 2.01 to 1.00 and        1.125%             0.125%              0.30%              1.125%
                  ‹= 2.50 to 1.00
                  ---------------------- ---------------- ------------------- ------------------- ------------------
                  ---------------------- ---------------- ------------------- ------------------- ------------------

                  =› 2.51 to 1.00 and        1.375%             0.125%              0.35%              1.375%
                  ‹= 3.00 to 1.00
                  ---------------------- ---------------- ------------------- ------------------- ------------------
                  ---------------------- ---------------- ------------------- ------------------- ------------------

                  =› 3.01 to 1.00 and        1.625%             0.125%              0.40%              1.625%
                  ‹= 3.50 to 1.00
                  ---------------------- ---------------- ------------------- ------------------- ------------------
                  ---------------------- ---------------- ------------------- ------------------- ------------------

                  =› 3.51 to 1.00 and        1.875%             0.375%              0.45%              1.875%
                  ‹= 4.00 to 1.00
                  ---------------------- ---------------- ------------------- ------------------- ------------------
                  ---------------------- ---------------- ------------------- ------------------- ------------------

                  › 4.01 to 1.00             2.125%             0.625%              0.50%              2.125%
                  ====================== ================ =================== =================== ==================


3.       Section  6.3(G) of the Credit  Agreement  is hereby  amended by  deleting  the last  sentence  therein and
                  substituting the following therefor:

                           "Notwithstanding  anything  herein to the  contrary,  but without  limiting the
                  foregoing,  Borrower  shall not, and shall not permit any of its  Subsidiaries,  without
                  the prior written consent of Agent and Required  Lenders,  to enter into any Acquisition
                  or  transaction  or  series  of  transactions  in  which  Borrower  and/or  any  of  its
                  Subsidiaries  acquires all or any  significant  portion of the assets of another Person,
                  if the aggregate purchase price thereof (including,  without  duplication,  Indebtedness
                  assumed or incurred in  connection  therewith  and the fair market value of any non-cash
                  consideration  thereof),  (a) when  combined with the  aggregate  purchase  price of all
                  such  transactions  consummated  within  the same  calendar  year,  exceeds  $10,000,000
                  (excluding,  for purpose of calculating such dollar  limitation,  the aggregate purchase
                  price paid in connection  with the Allstate  Acquisition)  or (b) when combined with the
                  aggregate  purchase price of all such  transactions  consummated  since January __, 2001
                  through  the  Termination  Date,  exceeds   $20,000,000   (excluding,   for  purpose  of
                  calculating  such dollar  limitation,  the aggregate  purchase  price paid in connection
                  with the Allstate Acquisition)."

4.       Section  6.4(D) is hereby  amended by  deleting  the last line of the  Maximum  Ratio  table  therein  and
                  substituting the following therefor:

                           --------------------------------------------- ----------------------------------

                           Fiscal Quarter Ending                                   Maximum Ratio
                           --------------------------------------------- ----------------------------------
                           --------------------------------------------- ----------------------------------

                           March 31, 2000                                          3.50 to 1.00
                           --------------------------------------------- ----------------------------------
                           --------------------------------------------- ----------------------------------

                           June 30, 2000                                           3.50 to 1.00
                           --------------------------------------------- ----------------------------------
                           --------------------------------------------- ----------------------------------

                           September 30, 2000                                      3.50 to 1.00
                           --------------------------------------------- ----------------------------------
                           --------------------------------------------- ----------------------------------

                           December 31, 2000                                       3.50 to 1.00
                           --------------------------------------------- ----------------------------------
                           --------------------------------------------- ----------------------------------

                           March 31, 2001 and thereafter                           2.75 to 1.00
                           --------------------------------------------- ----------------------------------

5.       Notwithstanding  anything  herein or in the Credit  Agreement  to the  contrary,  Borrower  shall not, and
                  shall  not  permit  any  Subsidiary,  to  make  any  Investment  in,  or  intercompany  loan  to,
                  Acquisition  Co., other than such amounts  Borrower may provide to  Acquisition  Co. for the sole
                  purpose of making,  and not in excess of the amount  of,  the  installment  payments  as and when
                  required to be made pursuant to terms of the Note;  provided however,  any such funds received by
                  Acquisition Co. are immediately forwarded to Pool L.P. pursuant to the terms of the Note.

6.       Borrower (i)  acknowledges  and agrees that until payment in full of the Note and the release of all liens
                  granted pursuant to the Security  Agreement,  Inventory and Receivables  owned by Acquisition Co.
                  shall not constitute  Eligible  Inventory or Eligible  Receivables  and (ii) covenants and agrees
                  to use its  commercially  reasonable  best  efforts  to  obtain  as soon  as  possible,  landlord
                  agreements  in  accordance  with the Loan  Documents  with  respect to all leased  facilities  of
                  Acquisition Co.

7.       Borrower  covenants  and agrees (i) to deliver as soon as  possible  Phase I  environmental  reports  with
                  respect to real  property  acquired  (both fee title and  leasehold  interests)  pursuant  to the
                  Allstate  Acquisition,  (ii) to obtain and deliver to Agent as soon as  reasonably  possible  any
                  other reports or  assessments  Agent may reasonably  require with respect to such  properties and
                  (iii) to the extent the reports  described in clauses (i) and/or (ii) of this paragraph  disclose
                  or  identify  any  violations  of any  Environmental,  Health  or Safety  Requirements  of Law or
                  otherwise  recommends  remedial action, to take all necessary remedial actions in order to comply
                  with such Environmental, Health or Safety Requirements of Law or with such recommendations.

         3.       Conditions of  Effectiveness.  This Amendment shall not become  effective  unless the Agent shall
have received the following on or before January __, 2001:

8.       the documents and other items identified in the Closing  Checklist,  a copy of which is attached hereto as
                  Exhibit A, all in form and substance reasonably satisfactory to Agent, Lenders and Borrower.

9.       for the benefit of each  Lender,  a fee of .05% of the sum of such  Lender's  Revolving  Loan  Commitment,
                  plus the outstanding principal balances of such Lender's Term Loans as of January __, 2001.

         4.       Representations  and Warranties of the Borrower.  The Borrower hereby  represents and warrants as
follows:

10.      This  Amendment  and the  Credit  Agreement  as  amended  hereby,  constitute  legal,  valid  and  binding
                  obligations  of the Borrower and are  enforceable  against the Borrower in accordance  with their
                  terms.

11.      Upon the  effectiveness of this Amendment,  the Borrower hereby  reaffirms all covenants,  representations
                  and warranties  made in the Credit  Agreement and the other Loan Documents to the extent the same
                  are not  amended  hereby,  and agrees that all such  covenants,  representations  and  warranties
                  shall be deemed to have been remade as of the effective date of this Amendment.

12.      After  giving  effect to the consents in Section 1 hereof,  no Default or  Unmatured  Default has occurred
                  and is  continuing  or would  result from the  execution of this  Amendment  or the  transactions
                  contemplated hereby.

13.      The execution,  delivery and  performance of this Amendment (i) has been duly  authorized by all necessary
                  corporate  action and (ii) does not conflict with,  result in a breach of, or constitute (with or
                  without  notice  or  lapse  of time or  both) a  default  under  any  Contractual  Obligation  of
                  Holdings, Borrower or any of its Subsidiaries.

2.       Reference to the Effect on the Credit Agreement.

1.       Upon the  effectiveness  of this  Amendment,  on and after the date hereof,  each  reference in the Credit
                  Agreement and other Loan Documents to "this Credit  Agreement,"  "hereunder,"  "hereof," "herein"
                  or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.

2.       Except as  specifically  amended above,  the Credit  Agreement and all other  documents,  instruments  and
                  agreements  executed  and/or  delivered in connection  therewith,  shall remain in full force and
                  effect, and are hereby ratified and confirmed.

3.       The execution,  delivery and  effectiveness  of this Amendment shall not operate as a waiver of any right,
                  power of remedy of the Agent or the  Lenders,  nor  constitute  a waiver of any  provision of the
                  Credit  Agreement or any other  documents,  instruments and agreements  executed and/or delivered
                  in connection therewith.

         5.       GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
INTERNAL  LAWS  (INCLUDING  735  ILCS  105/5-1  ET SEQ.  BUT  OTHERWISE  WITHOUT  REGARD  TO THE  CONFLICTS  OF LAW
PROVISIONS) OF THE STATE OF ILLINOIS.

         6.       Headings.  Section  headings in this Amendment are included  herein for  convenience of reference
only and shall not constitute a part of this Amendment for any other purpose.

         7.       Counterparts.  This  Amendment  may be executed by one or more of the parties to the Amendment on
any number of separate  counterparts and all of said counterparts  taken together shall be deemed to constitute one
and the same  instrument.  This Amendment may be executed by facsimile and a facsimile  transmission of a signature
to the Agent or the Agent's counsel shall be effective as though an original signature had been so delivered.

         8.       No Strict  Construction.  The parties hereto have  participated  jointly in the  negotiation  and
drafting  of this  Amendment  and the  Credit  Agreement.  In the  event an  ambiguity  or  question  of  intent or
interpretation  arises,  this Amendment and the Credit Agreement as hereby amended shall be construed as if drafted
jointly by the parties hereto and no  presumption or burden of proof shall arise favoring or disfavoring  any party
by virtue of the authorship of any provisions of this Amendment or the Credit Agreement.

         9.       Reaffirmation.  Each of the Loan Parties as debtor, grantor, pledgor, guarantor,  assignor, or in
other any other  similar  capacity in which such Loan Party grants  liens or security  interests in its property or
otherwise acts as  accommodation  party or guarantor,  as the case may be, hereby (i) ratifies and reaffirms all of
its payment and performance obligations,  contingent or otherwise,  under each of the Loan Documents to which it is
a party  (after  giving  effect  hereto)  and (ii) to the  extent  such Loan  Party  granted  liens on or  security
interests in any of its property  pursuant to any such Loan  Document as security for or otherwise  guaranteed  the
Borrower's  Obligations  under or with respect to the Loan  Documents,  ratifies and reaffirms  such  guarantee and
grant of security  interests  and liens and confirms and agrees that such security  interests  and liens  hereafter
secure all of the  Obligations as amended  hereby.  Each of the Loan Parties hereby  consents to this Amendment and
acknowledges  that  each of the Loan  Documents  remains  in full  force and  effect  and is  hereby  ratified  and
reaffirmed.  The  execution of this  Amendment  shall not operate as a waiver of any right,  power or remedy of the
Agent or Lenders,  constitute a waiver of any provision of any of the Loan  Documents or serve to effect a novation
of the  Obligations.  In addition,  SCP Property  Co., in its capacity as holder of the  Subordinated  Intercompany
Indebtedness, consents to the transactions described in Section 1 of this Amendment.

                        [remainder of page intentionally left blank; signature pages follow]

Consent and Amendment No. 6 to Third
Amended and Restated Credit Agreement

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

                                                     LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent

                                                     By:      /S/
                                                     Its:     ___________________________________


                                                     HIBERNIA NATIONAL BANK, as a Lender
                                                     By:      /S/
                                                     Its:     ___________________________________


                                                     NATIONAL CITY BANK, as a Lender

                                                     By:      /S/
                                                     Its:     ___________________________________


                                                     BANK ONE,  N.A.,  formerly known as THE FIRST NATIONAL BANK OF
                                                     CHICAGO, as a Lender

                                                     By:      /S/
                                                     Its:     ___________________________________


AGREED AND ACKNOWLEDGED THIS
26TH Day of January, 2001

BORROWER:

SCP DISTRIBUTORS LLC, successor by
conversion from South Central Pool Supply, Inc.

By:      /S/
Its:     ___________________________________

LOAN PARTIES:

SCP POOL CORPORATION

By:      /S/



Consent and Amendment No. 6 to Third
Amended and Restated Credit Agreement
Its:     ___________________________________



ALLIANCE PACKAGING, INC.

By:      /S/
Its:     ___________________________________


SCP INTERNATIONAL, INC.

By:      /S/
Its:     ___________________________________


SUPERIOR POOL PRODUCTS, LLC

By:      /S/
Its:     ___________________________________

SCP PROPERTY CO.

By:      /S/
Its:     ___________________________________

EX-21

EXHIBIT 21.1

LIST OF SUBSIDIARIES

Subsidiary	State or Jurisdiction of Incorporation or Organization
SCP Distributors LLC	Delaware
SCP Property Co.	Delaware
Alliance Packaging, Inc.	Delaware
SCP Barbados, Inc.	Barbados
Superior Pool Products LLC	Delaware
SCP Acquisition Co. LLC	Delaware
(doing business as SCP Distributors LLC and Superior Pool Products LLC)
SCP International, Inc.	Delaware
SCP Pool Holdings, B.V	Netherlands
SCP Pool, B.V	Netherlands
SCP (UK) Holdings Limited	United Kingdom
Norcal Pool Supplies Limited	United Kingdom
SCP (UK) Limited	United Kingdom
Garden Leisure Products Limited	United Kingdom
Swimming Pool Warehouse Limited	United Kingdom
South Central Pools (France), S.A.S	France
Jean Albouy SA	France

EX-23

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-16641, No. 333-16639, No. 333-58805 and No. 333-75617) pertaining to the SCP Pool Corporation Non-Employee Directors Equity Incentive Plan, the SCP Pool Corporation 1995 Stock Option Plan, the SCP Pool Corporation Employee Stock Purchase Plan and the SCP Corporation 1998 Stock Option Plan of our report dated February 13, 2001, with respect to the consolidated financial statements and schedule of SCP Pool Corporation included in the Annual Report (Form 10-K) for the year ended December 31, 2000.

/S/ERNST & YOUNG LLP

New Orleans, Louisiana
March 22, 2001