EXHIBIT 10.17
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is dated as of December 30, 2019, by and among POOL CORPORATION, a Delaware
corporation (the "US Borrower"), SCP DISTRIBUTORS CANADA INC., a company
organized under the laws of Ontario (the "Canadian Borrower"), SCP
INTERNATIONAL, INC., a Delaware corporation (the "Euro Borrower" and,
collectively with the US Borrower and the Canadian Borrower, the "Borrowers"),
the Subsidiary Guarantors party hereto, each Lender (as defined below) party
hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in
such capacity, the "Administrative Agent").
Statement of Purpose
The Borrowers, each of the lenders party thereto (collectively, the "Lenders"
and, each individually, a "Lender") and the Administrative Agent are party to
that certain Amended and Restated Credit Agreement dated as of September 29,
2017 (as amended by the First Amendment to Amended and Restated Credit Agreement
dated as of September 21, 2018 and the Second Amendment to Amended and Restated
Credit Agreement and First Amendment to Amended and Restated Subsidiary Guaranty
Agreement dated as of November 7, 2019 and as may be further amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").
The US Borrower has informed the Administrative Agent that it plans to borrow a
$185,000,000 term loan from Bank of America, N.A. and, if applicable, certain
other lenders arranged by Bank of America, N.A. or one of its affiliates (the
"BofA Term Loan Facility").
The Borrowers have requested, and the Administrative Agent and the Lenders have
agreed, subject to the terms and conditions set forth herein, to amend the
Credit Agreement in each case as specifically set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in this Amendment
(including, without limitation, in the Statement of Purpose hereto) shall have
the meanings assigned thereto in the Credit Agreement. This Amendment shall be a
"Loan Document" for all purposes of the Credit Agreement and the other Loan
Documents.
2. Amendments. Subject to and in accordance with the terms and conditions set
forth herein, the parties hereto hereby agree that the Credit Agreement is
amended as follows:
(a) the definition of "Qualified Unsecured Issuances" contained in Section 1.1
of the Credit Agreement is hereby amended by (i) replacing the reference in
clause (a) thereof to $150,000,000 with "$185,000,000" and (ii) adding the
following phrase to the end of clause (b) thereof:
" (other than customary equal and ratable provisions that would permit the
Obligations to be secured on at least a pari passu basis with such
Indebtedness)"
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(b) Section 5.8(g) of the Credit Agreement is hereby amended to replace the
reference to "Borrower" in clause (2) of the definition of "Early Opt-in
Election" with "US Borrower".
(c) Section 11.2 of the Credit Agreement is hereby amended as follows:
(i) by deleting the "and"