INCREMENTAL AMENDMENT NO. 1
INCREMENTAL AMENDMENT NO. 1, dated as of January 26, 2017 (this Amendment), among Leslies Poolmart, Inc., a Delaware corporation (the Borrower), Leslies 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.
WHEREAS, the Borrower has hereby notified the Administrative Agent pursuant to Section 2.18(1) of the Credit Agreement, that it is requesting the establishment of an Incremental Facility;
WHEREAS, pursuant to Section 2.18(5) of the Credit Agreement, the Borrower may obtain Incremental Term Loans in respect of any Incremental Facility by, among other things, entering into one or more Incremental Facility Amendments in accordance with the terms and conditions of the Credit Agreement;
WHEREAS, the Borrower has requested that (a) the Person set forth on Schedule I hereto (the Amendment No. 1 Incremental Lender) make Incremental Term Loans to the Borrower in a single drawing on the Amendment No. 1 Effective Date (as defined below) in the aggregate principal amount of $50,000,000 under an Incremental Facility (the Amendment No.1 Incremental Facility and the loans thereunder, the Amendment No. 1 Incremental Term Loans), which will be used by the Borrower to (i) pay a portion of the purchase price due under that certain Agreement and Plan of Merger, dated as of January 13, 2017, by and among Bubbles Buyer, Inc. (Bubble Buyer), Bubbles Merger Sub, Inc. (Bubble Merger Sub) and Holdings (the Acquisition Agreement) and (ii) pay related fees and expenses in connection therewith (together, with the establishment of the Amendment No. 1 Incremental Facility and the effectiveness of Section 1 of this Amendment, the Amendment No. 1 Transactions), and (b) after giving effect to the funding of the Amendment No. 1 Incremental Term Loans on the Amendment No. 1 Effective Date, the Credit Agreement will be amended as set forth herein;
WHEREAS, the Amendment No. 1 Incremental Term Loans shall form part of the same Class of Term Loans as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness of Section 1 of this Amendment on the Amendment No. 1 Effective Date (the Original First Lien Term Loans);
WHEREAS, (i) this Amendment shall constitute an Incremental Facility Amendment as set forth in Section 2.18(5) of the Credit Agreement, (ii) the Amendment No. 1 Incremental Lender shall constitute a Lender under the Credit Agreement, (iii) the Amendment No. 1 Incremental Facility shall constitute an Incremental Facility under the Credit Agreement, and (iv) the Amendment No. 1 Incremental Term Loan shall be an Incremental Term Loan and a Tranche B Term Loan for all purposes of this Amendment, the Credit Agreement and the other Loan Documents; and