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,
and Amendment No. 2, dated as of September 29, 2016,2016 and Amendment No. 3, dated as of January 13, 2017, among LESLIES POOLMART, INC., a Delaware corporation (Leslies or the Parent Borrower), the Subsidiary Borrowers from time to time party hereto, LESLIES 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.
The Borrowers have requested that the Lenders provide a $150,000,000 asset based revolving credit facility to be used, in part, to (i) refinance indebtedness incurred under that certain credit agreement, dated as of November 30, 2010 (the Existing Credit Agreement), by and among Leslies Poolmart, Inc., Leslies Holdings, Inc. and Bank of America, N.A., as Administrative Agent and the other lenders party thereto, as amended, and (ii) for other general corporate purposes (including permitted acquisitions), and the Lenders have indicated their willingness to lend, on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
ABL Priority Collateral has the meaning ascribed to such term in the Intercreditor Agreement.
ACH means automated clearing house transfers.
Acceptable Document of Title means, with respect to any Inventory, a negotiable bill of lading or other Document (as defined in the UCC) that (a) is issued by a common carrier which is not an Affiliate of any Loan Party which is in actual possession of such Inventory, (b) reflects a Borrower as consignee or, if requested by the Administrative Agent after the occurrence and during the continuance of an Event of Default, names the Administrative Agent as consignee, and (c) is not subject to any Lien (other than Permitted Liens described in clauses (a), (d), (n) and (w) of Section 7.01).
Accounts means accounts as defined in the UCC, and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a policy of insurance issued or to be issued, (d) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with the card.
Acquisition means the acquisition of Holdings pursuant to the Acquisition Agreement.
Acquisition Agreement means Agreement and Plan of Merger dated as of January 13, 2017 by and among Bubbles Buyer, Inc., Bubbles Merger Sub, Inc. and Holdings.