0001193125-05-014405 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among Leslie’s Poolmart, Inc. and Banc of America Securities LLC Lehman Brothers Inc. UBS Securities LLC Dated as of January 25, 2005
Registration Rights Agreement • January 28th, 2005 • Leslies Poolmart Inc • Retail-retail stores, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2005, by and among Leslie Poolmart, Inc., a Delaware corporation (the “Company”), and Banc of America Securities LLC, Lehman Brothers Inc. and UBS Securities LLC, (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7 3/4% Senior Notes due 2013 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

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LESLIE’S POOLMART, INC., as Issuer, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
Indenture • January 28th, 2005 • Leslies Poolmart Inc • Retail-retail stores, nec • New York

INDENTURE dated as of January 25, 2005 between LESLIE’S POOLMART, INC., a Delaware corporation (the “Company”), as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT among LESLIE’S POOLMART, INC., and LPM MANUFACTURING, INC., as Borrowers, on the one hand, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Lenders, and WELLS FARGO RETAIL FINANCE LLC, as Agent, on the other...
Loan and Security Agreement • January 28th, 2005 • Leslies Poolmart Inc • Retail-retail stores, nec • California

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of January 25, 2005, among LESLIE’S POOLMART, INC., a Delaware corporation (“Poolmart”), LPM MANUFACTURING, INC., a California corporation (“LPM”; each of Poolmart and LPM, a “Borrower,” and collectively, “Borrowers”), with Borrowers’ chief executive office located at 3925 E. Broadway Road, Suite 100, Phoenix, Arizona 85040, on the one hand, and the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO RETAIL FINANCE LLC, as Agent, on the other hand.

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