Leslie’s, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • December 16th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • New York
Bubbles Investor Aggregator, L.P. (“Bubbles Investor”), Explorer Investment Pte. Ltd. (the “GIC Investor” and, together with Bubbles Investor, the “Selling Stockholders”) of Leslie’s, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,500,000 shares of common stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 1,875,000 additional shares of Stock. The 12,500,000 shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the 1,875,000 additional shares to be sold by the Selling Stockholders are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
ContractCredit Agreement • October 26th, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York
AMENDMENT No. 2, dated as of September 29, 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 (“Holdings”), the Subsidiary Borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Co-Collateral Agent (in such capacity, the “Co-Collateral Agent”) and the other parties thereto (as amended, restated, modified and supplemented from time to time prior to the effectiveness of the Amendment, including Amendment No. 1, dated as of August 16, 2016, the “Credit Agreement”), by and among the Parent Borrower, the Subsidiary Borrower, the Guarantors party hereto, each Lender
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTRegistration Rights and Lock-Up Agreement • October 28th, 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.
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”).
CREDIT AGREEMENTCredit Agreement • October 22nd, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York
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”).
TERM LOAN CREDIT AGREEMENT, dated as of August 16, 2016, among LESLIE’S HOLDINGS, INC., as Holdings, LESLIE’S POOLMART, INC., as the Borrower, THE LENDERS PARTY HERETO, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and Collateral...Term Loan Credit Agreement • October 26th, 2020 • Leslie's, Inc. • Retail-retail stores, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of August 16, 2016 (as 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”).
ContractCredit Agreement • May 10th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • New York
AMENDMENT No. 5, dated as of April 12, 2021 (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 to Amendment No. 1, dated as of August 16, 2016, Amendment No. 2, dated as of September 29, 2016, Amendment No. 3, dated as of January 13, 2017, and Amendment No. 4, dated as of August 13, 2020, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), among LESLIE’S POOLMART, INC., a Delaware corporation (the “Parent Borrower”), LESLIE’S, INC., a Delaware corporation (“Holdings”), the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”), and U.S. Bank National Association, as co-collate
AMENDMENT No. 1, dated as of June 8, 2023 (this “Amendment”), to the Amended & Restated Term Loan Credit Agreement, dated as of March 9, 2021 (as amended, restated, modified and supplemented from time to time prior to the effectiveness of this...Term Loan Credit Agreement • June 13th, 2023 • Leslie's, Inc. • Retail-retail stores, nec • New York
AMENDED & RESTATED TERM LOAN CREDIT AGREEMENT, dated as of March 9, 2021 (this “Agreement”), and amended by Amendment No. 1, dated as of June 8, 2023, by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Borrower”), Leslie’s, Inc., a Delaware corporation (f/k/a Leslie’s Holdings, Inc.) (“Holdings”), the Lenders from time to time party hereto and Nomura Corporate Funding Americas, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
LESLIE’S, INC. FIRST AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENTLock-Up Agreement • February 8th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • Delaware
This FIRST AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Amendment”), is dated as of February 7, 2021, by and between Leslie’s, Inc., a Delaware corporation (the “Company”), and Bubbles Investor Aggregator, L.P., a Delaware limited partnership (including its successors and permitted assigns, “LCP”).
LESLIE’S, INC. SECOND AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • June 7th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • Delaware
This SECOND AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Amendment”), is dated as of May 12, 2021, by and between Leslie’s, Inc., a Delaware corporation (the “Company”), and Bubbles Investor Aggregator, L.P., a Delaware limited partnership (including its successors and permitted assigns, “LCP”).
AMENDMENT No. 6, dated as of March 15, 2023 (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 • March 16th, 2023 • 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, Amendment No. 3, dated as of January 13, 2017 and, Amendment No. 4, dated as of August 13, 2020, Amendment No. 5, dated as of April 12, 2021 and Amendment No. 6, dated as of March 15, 2023, 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, 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.
AMENDMENT No. 7, dated as of April 3, 2024 (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 to...Credit Agreement • April 9th, 2024 • 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, Amendment No. 3, dated as of January 13, 2017, Amendment No. 4, dated as of August 13, 2020, Amendment No. 5, dated as of April 12, 2021 and Amendment No. 6, dated as of March 15, 2023, 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, 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.
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.
LESLIE’S, INC. Third amendment TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • October 26th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • Delaware
This THIRD AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Amendment”), is dated as of October 25, 2021, by and between Leslie’s, Inc., a Delaware corporation (the “Company”), and Bubbles Investor Aggregator, L.P., a Delaware limited partnership (including its successors and permitted assigns, “LCP”).
AMENDED & RESTATED TERM LOAN CREDIT AGREEMENT dated as of March 9, 2021 amongTerm Loan Credit Agreement • March 10th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • New York
AMENDED & RESTATED TERM LOAN CREDIT AGREEMENT, dated as of March 9, 2021 (this “Agreement”), by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Borrower”), Leslie’s, Inc., a Delaware corporation (f/k/a Leslie’s Holdings, Inc.) (“Holdings”), the Lenders from time to time party hereto and Nomura Corporate Funding Americas, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 2, dated as of February 16, 2017 (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 (the “Credit Agreement”), by and among LESLIE’S...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, 2017 (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”).
First Supplemental IndentureFirst 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 IndentureSecond 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 AGREEMENTExecutive 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. 1Leslie's, Inc. • October 22nd, 2020 • 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 AGREEMENTSuccession 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.
TRANSITION AGREEMENTTransition Agreement • September 20th, 2023 • Leslie's, Inc. • Retail-retail stores, nec
This Transition Agreement ("Agreement") is made effective as of September 19, 2023 (“Effective Date”), by and between, Leslie’s Poolmart, Inc., a Delaware corporation ("Company"), and Paula Baker, an individual residing in the State of Arizona ("Employee").
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • December 16th, 2021 • Leslie's, Inc. • Retail-retail stores, nec • Delaware
This Share Repurchase Agreement (this “Agreement”) is made and entered into as of December 14, 2021, by and among Leslie’s, Inc., a Delaware corporation (the “Company”), Bubbles Investor Aggregator, L.P., a Delaware limited partnership (“Bubbles”), and Explorer Investment Pte. Ltd., a Singapore private limited company (“Explorer” and, together with Bubbles, each a “Selling Stockholder” and collectively the “Selling Stockholders”).
DIRECTOR DESIGNATION AGREEMENTDirector 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 AGREEMENTSuccession 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2020 • Leslie's, Inc. • Retail-retail stores, nec • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”), effective as of the effective date set forth above, is by and between Leslie’s, Inc., a Delaware corporation (“Company”), and the director and/or officer of the Company identified above (“Executive”). Certain defined terms used in this Agreement are set forth in Paragraph 18.
