8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 22, 2005
(December 20, 2005)

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

Delaware	0-26640	36-3943363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

109 Northpark Boulevard, Covington, Louisiana      70433-5001
    (Address of Principal Executive Offices)                  (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.  

The information set forth under Item 2.03 of this report on Form 8-K is incorporated in this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.  

On December 20, 2005, SCP Pool Corporation (the “Company”) amended its $120 million, five-year, unsecured, senior revolving credit facility (the “Credit Facility”) previously entered into on November 2, 2004. The amendment provides the Company with an additional $60 million of borrowing capacity by providing a $60 million term loan and also extends the Credit Facility term by one year. The Company’s borrowings under the term loan bear interest, at the Company’s option, at either (a) a base rate, which is the greater of (i) the Wachovia Bank, National Association prime rate or (ii) the overnight Federal Funds Rate plus 0.50%, or (b) the London Interbank Offered Rate (LIBOR) plus a spread ranging from 0.625% to 0.750%, with such spread in each case depending on the Company’s leverage ratio.

The Credit Facility, as amended, contains terms and provisions customary for transactions of this type, including mandatory prepayment provisions with respect to the term loan. The amendment also provides that the Company may exercise its right to request an increase in the revolving credit commitment or the term loan commitment by a total amount up to $40 million, provided that no default or event of default exists, and certain other conditions are satisfied. The Company will use the proceeds from the term loan for general corporate purposes.

Wachovia Bank, National Association, will continue to act as the Administrative Agent, Swingline Lender and Issuing Lender for the Credit Facility. Wachovia Capital Markets, LLC is the sole lead arranger and book manager for the Credit Facility. JPMorgan Chase Bank serves as Syndication Agent and Hibernia National Bank and Wells Fargo Bank, National Association, are Co-Documentation Agents. Regions Bank and Congress Financial Corporation (Canada) will also continue to participate in the Credit Facility.

The Second Amendment of the Credit Agreement will be filed with the Company's Form 10-K for the fiscal year ended December 31, 2005.

Item 7.01 Regulation FD Disclosure.  

On December 21, 2005, SCP Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

    (c) Exhibits

99.1  Press release issued by SCP Pool Corporation on December 21, 2005, announcing the amendment of its Senior Revolving Credit Facility.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SCP POOL CORPORATION

By:       /s/ Mark W. Joslin

            Mark W. Joslin

            Vice President and Chief Financial Officer

Dated: December 22, 2005

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EX-99

EXHIBIT 99.1

SCP POOL CORPORATION AMENDS SENIOR CREDIT FACILITY
INCREASES BORROWING CAPACITY

_________________

COVINGTON, LA (December 21, 2005) SCP Pool Corporation (the “Company” or “POOL”) (Nasdaq/NM: POOL) announced today that it has amended its $120 million, five year, unsecured, senior revolving credit facility (the “Credit Facility”). The amendment extends the Credit Facility term by one year to December 2010 and provides the Company with an additional $60 million of borrowing capacity under a $60 million, five year term loan. Proceeds from the term loan will be used for general corporate purposes.

Wachovia Bank, National Association, will continue to act as the Administrative Agent, Swingline Lender and Issuing Lender for the Credit Facility. Wachovia Capital Markets, LLC is the sole lead arranger and book manager for the Credit Facility. JPMorgan Chase Bank serves as Syndication Agent and Hibernia National Bank and Wells Fargo Bank, National Association, are Co-Documentation Agents. Regions Bank and Congress Financial Corporation (Canada) will also continue to participate in the Credit Facility.

SCP Pool Corporation is the largest wholesale distributor of swimming pool and related backyard products. POOL operates over 240 service centers in North America and Europe, through which it distributes more than 100,000 national brand and private label products to roughly 68,000 wholesale customers. For more information about POOL, please visit www.poolcorp.com.

This news release may include “forward-looking” statements that involve risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including the sensitivity of the swimming pool supply business to weather conditions and other risks detailed in POOL’s 2004 Form 10-K filed with the Securities and Exchange Commission.

CONTACT:

       Craig K. Hubbard
       Treasurer
       985.801.5117
       craig.hubbard@poolcorp.com