Amendment Number One to Loan and Security Agreement among Foothill Capital Corporation, Leslie's Poolmart, Inc., and Leslie's Pool Brite, Inc.

Summary

This amendment updates a previous Loan and Security Agreement between Foothill Capital Corporation (as Agent and Lender) and Leslie's Poolmart, Inc. and Leslie's Pool Brite, Inc. (as Borrowers). The main change allows the Borrowers to make loans to employees up to a total of $500,000 at any time. The Borrowers confirm that all their previous representations remain true and that they are not in default. The amendment takes effect once all parties sign it, and Borrowers agree to cover related costs and expenses.

EX-10.23 3 dex1023.txt AMENDMENT #1 TO LOAN AND SECURITY AGREEMENT EXHIBIT 10.23 AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT This Amendment Number One to Loan and Security Agreement ("Amendment") is entered into as of February 28, 2001, by and among FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent and Lender ("Foothill"), and LESLIE'S POOLMART, INC., a Delaware corporation and LESLIE'S POOL BRITE, INC., a CALIFORNIA corporation (`Borrowers"), in light of the Following: A. Borrowers and Foothill have previously entered into that certain Loan and Security Agreement, dated as of June 22, 2000 (the "Agreement"). B. Borrowers and Foothill desire to amend the Agreement as provided for and on the conditions herein. NOW, THEREFORE, Borrowers and Foothill hereby amend and Supplement the Agreement as follows: 1. DEFINITIONS. All initially capitalized items used in this ------------ Amendment shall have the meanings given to them in the Agreement unless specifically defined herein. 2. AMENDMENTS. ---------- (a) Section 7.13(c)(y) of the Agreement is amended to read as Follows: "(y) loans by a Borrower to employees which do not exceed $500,000 in the aggregate at any time, and" 3. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby affirms ------------------------------ to Foothill that all of such Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof. 4. NO DEFAULTS. Borrowers hereby affirm to Foothill that no ----------- Event of Default has occurred and is continuing as of the date hereof. 5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly ------------------- conditioned upon receipt by Foothill of an executed copy of this Amendment. 6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of ------------------ Foothill's out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, 1 and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents. 7. LIMITED EFFECT. In the event of a conflict between the terms and -------------- provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect. 8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any --------------------------- number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a Counterpart of this Amendment by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. FOOTHILL CAPITAL CORPORATION, A California corporation By: /s/ Robert Castine --------------------------- Robert Castine Vice President PNC BANK, N.A., a national banking association By: /s/ Pete Martinez --------------------------- Pete Martinez Vice President LESLIE'S POOLMART, INC., a Delaware corporation By: /s/ Donald J. Anderson ---------------------------- Donald J. Anderson Executive Vice-President and Chief Financial Officer 2