Exhibit 10.1
AMENDMENT NO. 2 TO
STOCKHOLDERS AGREEMENT
This AMENDMENT NO. 2 TO STOCKHOLDERS
AGREEMENT (this “ Amendment ”) is made and
entered into as of June 15, 2006 by and among Leslie’s
Poolmart, Inc., a Delaware corporation (the “ Company
”), GCP California Fund, L.P. (“ GCP ”),
Leslie’s Coinvestment LLC (together with GCP, the “
Green Parties ”) and certain other stockholders of the
Company.
R E C I T A L
S
WHEREAS, the Company, the Green
Parties and certain other stockholders of the Company are parties
to a Stockholders Agreement dated as of January 25, 2005 and
amended as of October 25, 2005 (the “ Stockholders
Agreement ”);
WHEREAS, pursuant to
Section 7.6 of the Stockholders Agreement, the Stockholders
Agreement may be amended, modified, supplemented or terminated only
by a written instrument signed by each of (i) the Company,
(ii) GCP and (iii) stockholders holding a majority of the
Registrable Individual Shares (as defined in the Stockholders
Agreement), on a fully-diluted basis; and
WHEREAS, subject to and in
accordance with the terms of this Amendment, the Company, GCP and
the stockholders holding a majority of the Registrable Individual
Shares desire to amend the Stockholders Agreement in certain
respects, as more particularly set forth below.
A G R E E M E N
T
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby agree to modify the
Stockholders Agreement as set forth below. Except as otherwise
provided herein, all capitalized terms used herein shall have the
meanings ascribed thereto in the Stockholders Agreement.
1. Amendment to the Definition of
“Fair Market Value” . The definition of “Fair
Market Value,” which appears at the end of Section 2.8
of the Stockholders Agreement, shall be deleted in its entirety and
replaced with the following:
“ Fair Market Value
” means the value equal to (i) the product of 6.5
an
