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 20, 2007

______________

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)	(I.R.S. 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 obligations 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))

Item1.01  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.

On December 20, 2007, Pool Corporation (the “Company”) entered into Amendment No. 10 (the “Amendment”) to the Receivables Purchase Agreement among Superior Commerce LLC (“SPE”), SCP Distributors LLC, as initial Servicer, JS Siloed Trust (“Trust”), and JPMorgan Chase Bank, N.A. f/k/a Bank One, NA (Main Office Chicago), individually (“JPMorgan Chase”), together with the Trust, (the “Purchasers”) and JPMorgan Chase, as agent for the Purchasers.  The Amendment revises the financial covenants set forth in Article IX of the Receivables Purchase Agreement to be consistent with the financial covenants set forth in the Amended and Restated Credit Agreement discussed below.

The Amendment will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2007.

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

On December 20, 2007, Pool Corporation amended and restated its unsecured syndicated senior credit facility (the “Amended Facility”). Wachovia Bank, National Association, continues to serve as the Administrative Agent, Swingline Lender and Issuing Lender for the Amended Facility.  JPMorgan Chase Bank serves as Syndication Agent, Capital One, National Association, Regions Bank and Wells Fargo Bank, N.A., serve as Co-Documentation Agents.  Wachovia Capital Finance Corporation (Canada), Bank of America, National Association and Comerica Bank also participate in the Amended Facility.  Wachovia Capital Markets, LLC, acted as sole Lead Arranger and sole Book Manager.

The Amended Facility provides for borrowing capacity of up to $300 million by increasing the revolving credit facility to $240 million, which includes sublimits for the issuance of swingline loans and standby letters of credit.  The term of the amended revolving credit facility is five years.  The terms applicable to the $60 million term loan facility remain unchanged.

The Company’s obligations under the Amended Facility remain guaranteed by certain of its existing and future domestic subsidiaries.  Borrowings and standby letters of credit under the Amended Facility 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 0.500% to 1.250%, with such spread in each case depending on the Company’s leverage ratio.  The Company is also required to pay (a) an annual facility fee of 0.125% to 0.300%, with such spread in each case depending on the Company’s leverage ratio, (b) an annual commercial letter of credit issuance fee of 0.125% multiplied by the face amount of each letter of credit and (c) a letter of credit commission of 0.500% to 1.250% multiplied by face amount of each letter of credit, with such spread in each case depending on the Company’s leverage ratio.

The Amended Facility contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type, and the financial covenants provide for maintenance of a maximum average total leverage ratio (average total funded debt plus average accounts receivable securitization/EBITDA) and a minimum fixed charge coverage ratio (EBITDAR/cash interest expense plus rental expense).

The foregoing description of the Amended Facility is not complete and is qualified in its entirety by the actual terms of the Amended Facility, a copy of which will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2007.

Item 7.01 Regulation FD Disclosure.  

On December 20, 2007, Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

        (d)      Exhibits

 

                   99.1    Press release issued by Pool Corporation on December 20, 2007, announcing the amendment of its Senior Credit Facility.

SIGNATURE

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.

      POOL CORPORATION

      By:           /s/ Mark W. Joslin                                                      

      Mark W. Joslin

      Vice President and Chief Financial Officer

Dated: December 20, 2007

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION AMENDS SENIOR CREDIT FACILITY

INCREASES BORROWING CAPACITY

_____________________

COVINGTON, LA (December 20, 2007) Pool Corporation (the “Company” or “POOL”) (NASDAQ/GSM: POOL) announced today that it has amended and restated its unsecured, senior credit facility (the “Credit Facility”).  The amended Credit Facility provides for borrowing capacity of up to $300 million, increased from $220 million, under a revolving credit facility (the “Revolver”) and a term loan (the “Term Loan”).  The borrowing capacity of the Revolver increased from $160 million to $240 million, and the term of the Revolver was extended to December 20, 2012, from its previous maturity date of December 20, 2010.  Also, pricing and covenants under the amended Revolver have been improved.  The $60 million Term Loan remains unchanged with a maturity of December 20, 2010.  Additionally, the Company amended its accounts receivable securitization facility to revise certain financial covenants to align them with those under the amended Credit Facility.

Wachovia Bank, National Association was the Lead Arranger of the amended Credit Facility and will continue to act as the Administrative Agent.  JPMorgan Chase Bank served as Syndication Agent while Capital One, National Association; Regions Bank and Wells Fargo Bank, National Association were Co-Documentation Agents.  Bank of America, National Association and Comerica Bank also participated in the amended Credit Facility.

Pool Corporation is the largest wholesale distributor of swimming pool and related outdoor lifestyle products.  Currently, POOL operates over 280 sales centers in North America and Europe, through which it distributes more than 100,000 national brand and private label products to roughly 70,000 wholesale customers.  For more information about POOL, please visit www.poolcorp.com.

This news release includes “forward-looking” statements that involve risk and uncertainties that are generally identifiable through the use of words such as “believe,” “expect,” “intend,” “plan,” “estimate,” “project” and similar expressions and include projections of earnings.  The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.  Actual results may differ materially due to a variety of factors, including the sensitivity of our business to weather conditions, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants, changes in the economy and the housing market and other risks detailed in POOL’s 2006 Annual Report on Form 10-K and 2007 Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

CONTACT:

Craig K. Hubbard

Treasurer

985.801.5117

craig.hubbard@poolcorp.com