0001193125-20-274088 Sample Contracts

AMENDMENT NO. 3, dated as of February 27, 2018 (this “Amendment”), to the Term Loan Credit Agreement, dated as of August 16, 2016, as amended by Incremental Amendment No. 1, dated as of January 26, 2017 and Amendment No. 2 dated as of February 16,...
Term Loan Credit Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

TERM LOAN CREDIT AGREEMENT, dated as of August 16, 2016, as amended by Incremental Amendment No. 1, dated as of January 26, 2017, and Amendment No. 2, dated as of February 16, 20172017, and Amendment No. 3, dated as of February 27, 2018 (as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Leslie’s Poolmart, Inc., a Delaware corporation (the “Borrower”), Leslie’s Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders party hereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”) and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).

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AMENDMENT No. 1, dated as of August 16, 2016 (this “Amendment”), to the Credit Agreement dated as of October 16, 2012, among LESLIE’S POOLMART, INC., a Delaware corporation (the “Parent Borrower”), LESLIE’S HOLDINGS, INC., a Delaware corporation...
Credit Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 16, 2012,2012 and amended by Amendment No. 1, dated as of August 16, 2016, among LESLIE’S POOLMART, INC., a Delaware corporation (“Leslie’s” or the “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto, LESLIE’S HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, and U.S. BANK NATIONAL ASSOCIATION, as Co-Collateral Agent.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Delaware

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), by and between Leslie’s, Inc. (the “Company”) and Michael R. Egeck (the “Executive”), is dated as of October 19, 2020 and effective as of the date of consummation of the Company’s initial public offering pursuant to its filed Registration Statement on Form S-1 (File No. 333-249372) (the “Effective Date”). If the Effective Date does not occur for any or no reason, this Agreement shall be null and void ab initio, and the Existing Agreement (as defined below) shall remain in full force and effect in accordance with its terms.

LESLIE’S, INC. REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Delaware

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020, among (i) Leslie’s, Inc., a Delaware corporation (the “Company”), (ii) Bubbles Investor Aggregator, L.P., a Delaware limited partnership (including its successors and permitted assigns, “LCP”), (iii) Explorer Investment Pte Ltd, a Singapore private limited company (including its successors and permitted assigns, “GIC” and, together with LCP, collectively, the “Sponsor Investors”) and (iv) each Person listed on the signature pages under the caption “Other Investors” or who becomes party to and bound by this Agreement as an “Other Investor” after the date hereof on the terms and subject to the conditions of this Agreement (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

LESLIE’S POOLMART, INC., as Issuer, LESLIE’S HOLDINGS, INC., as Holdings AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, Senior Unsecured Floating Rate Notes due 2024 INDENTURE Dated as of August 16, 2016 U.S. BANK NATIONAL ASSOCIATION, as...
Indenture • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

INDENTURE, dated as of August 16, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Indenture”), among LESLIE’S POOLMART, INC., a Delaware corporation (the “Issuer”), LESLIE’S HOLDINGS, INC. a Delaware corporation (“Holdings”), THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).

CREDIT AGREEMENT
Credit Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York
AMENDMENT No. 4, dated as of August 13, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 16, 2012 (as amended, restated, modified and supplemented from time to time prior to the effectiveness of this Amendment, including pursuant...
Credit Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 16, 2012 and amended by Amendment No. 1, dated as of August 16, 2016, Amendment No. 2, dated as of September 29, 2016 and, Amendment No. 3, dated as of January 13, 2017 and Amendment No. 4, dated as of August 13, 2020, among LESLIE’S POOLMART, INC., a Delaware corporation (“Leslie’s” or the “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto, LESLIE’S HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, and U.S. BANK NATIONAL ASSOCIATION, as Co-Collateral Agent.

First Supplemental Indenture
First Supplemental Indenture • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 26, 2016 (this “Supplemental Indenture”), is by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Issuer”), Leslie’s Holdings, Inc., a Delaware corporation (“Holdings”), the other guarantors party hereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

Second Supplemental Indenture
Second Supplemental Indenture • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 3, 2017 (this “Supplemental Indenture”), is by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Issuer”), Leslie’s Holdings, Inc., a Delaware corporation (“Holdings”), the other guarantors party hereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Arizona

This Second Amended and Restated Executive Employment Agreement (“Agreement”), by and between Leslie’s, Inc. (the “Company”) and Steven M. Weddell (“Executive”), is dated as of October 19, 2020 and effective as of the date of consummation of the Company’s initial public offering pursuant to its filed Registration Statement on Form S-1 (File No. 333-249372) (the “Effective Date”). If the Effective Date does not occur for any or no reason, this Agreement shall be null and void ab initio, and the Prior Agreement (as defined below) shall remain in full force and effect in accordance with its terms.

INCREMENTAL AMENDMENT NO. 1
Incremental Amendment • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York

INCREMENTAL AMENDMENT NO. 1, dated as of January 26, 2017 (this “Amendment”), among Leslie’s Poolmart, Inc., a Delaware corporation (the “Borrower”), Leslie’s Holdings, Inc., a Delaware corporation (“Holdings”), each of the other Guarantors listed on the signature pages hereto, Nomura Corporate Funding Americas, LLC, as administrative agent (in such capacity, the “Administrative Agent”) and the Amendment No. 1 Incremental Lender (as defined below) to the Term Loan Credit Agreement, dated as of August 16, 2016 (as amended, supplemented, or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

SUCCESSION AGREEMENT
Succession Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec

This Succession Agreement (this “Agreement”) is made and entered into by and among Leslie’s Poolmart, Inc. (“LPM”), Leslie’s, Inc. (f/k/a Leslie’s Holdings, Inc.) (the “Company” and, together with LPM, the “Companies”) and Eric Kufel (“Mr. Kufel”) on October 19, 2020 (“Execution Date”), but shall be effective as of the date of consummation of the Company’s initial public offering (“IPO”) pursuant to its filed Registration Statement on Form S-1 (File No. 333-249372) (the “Effective Date”). If the Effective Date does not occur for any or no reason, this Agreement shall be null and void ab initio, and the Employment Agreement (as defined below) shall remain in full force and effect in accordance with its terms.

DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Delaware

This Director Designation Agreement (this “Agreement”) is made as of [●], 2020, by and among Leslie’s, Inc., a Delaware corporation (the “Company”), Bubbles Investor Aggregator, L.P., a Delaware limited partnership (“Bubbles”), and each other Person that becomes party to this Agreement after the date hereof in accordance with the terms hereof as an Bubbles Investor Holder Party.

SUCCESSION AGREEMENT
Succession Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Delaware

This Succession Agreement (this “Agreement”) is made and entered into by and among Leslie’s Poolmart, Inc. (“LPM”), Leslie’s, Inc. (f/k/a Leslie’s Holdings, Inc.) (the “Company” and, together with LPM, the “Companies”) and Steven L. Ortega (“Mr. Ortega”) on October 20, 2020 (“Execution Date”), but shall be effective as of the date of consummation of the Company’s initial public offering (“IPO”) pursuant to its filed Registration Statement on Form S-1 (File No. 333-249372) (the “Effective Date”). If the Effective Date does not occur for any or no reason, this Agreement shall be null and void ab initio, and the Employment Agreement (as defined below) shall remain in full force and effect in accordance with its terms.

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