UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported) September 30, 2009~~

Date of Report (Date of earliest event reported) November 12, 2010

Leslie’s Poolmart, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-18741

95-4620298

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3925 E. Broadway Road, Suite 100, Phoenix, Arizona		85040
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (602) 366-3999

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~September~~October 3027, ~~2009~~2010, Leslie’s Poolmart, Inc. (the “Company”) ~~and~~announced ~~LPM~~that ~~Manufacturing,~~it ~~Inc.,~~had commenced a ~~wholly~~cash ~~owned~~tender ~~subsidiary~~offer for any and all of ~~the~~its ~~Company~~$163,800,000 ~~entered~~aggregate ~~into~~outstanding aprincipal amount ~~Second~~of ~~Amended~~7 3/4% ~~and~~Senior ~~Restated~~Notes ~~Loan~~due 2013 (the “Notes”) and ~~Security~~a ~~Agreement~~consent solicitation to amend the related Indenture (the “~~Loan Agreement~~Indenture”) ~~with~~dated ~~the~~as ~~lenders~~of ~~party~~January 25, ~~thereto~~2005 by and ~~Wells~~among ~~Fargo~~the ~~Retail~~Company ~~Finance~~and ~~LLC~~The asBank ~~agent~~of ~~for~~New York Mellon Trust Company, N.A. (the ~~Lenders~~“Trustee”). The consent ~~Loan~~solicitation ~~Agreement~~sought ~~amends~~consents ~~and~~from ~~restates~~holders of the ~~Company’s~~Notes ~~existing~~to ~~$75~~effect amendments to the Indenture to remove substantially all of the restrictive covenants and certain events of default contained in the Indenture.0 ~~million~~The ~~revolving~~tender ~~credit~~offer and consent ~~facility,~~solicitation ~~which~~were ~~was~~conducted ~~entered~~pursuant ~~into~~to onthe ~~January~~terms of and subject to the conditions in the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal, each dated October 2527, ~~2005~~2010.

The ~~Loan~~tender ~~Agreement~~offer ~~provides~~and ~~for~~consent asolicitation ~~revolving~~expired ~~credit~~at ~~facility~~11:59 inp.m., aNew York City time, on November 29, 2010. On November 30, ~~maximum~~2010, the Company accepted and purchased Notes in an aggregate principal amount atof ~~any~~$155,862,000 ~~time~~pursuant ~~outstanding~~to the terms of ~~$50~~the tender offer.0 ~~million~~In ~~(“Revolving~~connection ~~Loan~~with ~~Commitment”),~~the ~~which~~tender ~~may~~offer beand ~~increased~~consent tosolicitation, awith ~~maximum~~the consent of ~~$75~~the holders of approximately 94.089% ~~million~~of ~~upon~~the ~~request~~Notes, the Company entered into a First Supplemental Indenture dated as of November 12, 2010 by and among the ~~Borrowers~~Company and ~~subject~~the toTrustee ~~agreement~~(the by“Supplemental ~~existing~~Indenture”). orThe ~~new~~Supplemental ~~lenders~~Indenture ~~to undertake~~became operative upon the Company’s ~~incremental~~acceptance ~~lending~~and ~~commitment,~~purchase of Notes in the tender offer and ~~will~~effected ~~mature~~the onamendments ~~September 30,~~to ~~2012~~the Indenture described above. The ~~Loan~~Company ~~Agreement~~intends isto ~~secured~~redeem bythe ~~substantially~~Notes ~~all~~that ofremain outstanding pursuant to the ~~assets~~terms of the ~~Borrowers~~Indenture, (as amended by the ~~“Collateral”)~~Supplemental Indenture.

~~Loans~~The ~~under~~foregoing ~~the~~description ~~Loan Agreement bear interest at a rate equal to either (i) the Base Rate (defined in the Loan Agreement as greatest~~ of ~~(a) Wells~~ ~~Fargo’s prime rate, (b)~~ the ~~one-month~~Supplemental ~~Adjusted~~Indenture ~~Eurodollar~~is ~~Rate~~qualified ~~(as defined~~ in ~~the~~its ~~Loan~~entirety ~~Agreement)~~by ~~plus 1.00%, and (c) the Federal Reserve System weighted average overnight rate plus 0.50%), or (ii) the Eurodollar~~reference ~~Rate~~to ~~(as defined in~~ the ~~Loan~~complete ~~Agreement),~~terms atand ~~the~~conditions ~~election~~ of the ~~Borrowers,~~Supplemental ~~plus~~Indenture, ~~in each case,~~ a ~~margin~~copy ~~determined~~of bywhich ~~reference~~is tofiled ~~Borrowers’~~herewith ~~Average Leverage Ratio (~~as ~~defined~~Exhibit ~~in the Loan Agreement) that ranges between 2~~4.~~00%~~1 and ~~2.50%~~is ~~for~~incorporated ~~Base Rate~~herein ~~loans,~~by ~~and between 3~~reference.~~00%~~ ~~and 3.50% for Eurodollar Rate loans.~~

~~The~~Item ~~Borrowers will be required to pay an unused commitment fee on the Revolving Loan Commitment, equal to 0~~9.~~50% per~~01 ~~annum~~Financial ofStatements ~~the average availability for any quarter in which the average availability was less than 50%,~~ and ~~equal to 0~~Exhibits.75% per annum for any quarter where the average availability was 50% or more, payable quarterly in arrears. Outstanding letters of credit under the Loan Agreement are subject to a fee on the undrawn amount of such letters of credit, which is determined by reference to the Borrowers’ Average Leverage Ratio and ranges between 3.00% and 3.50%, payable quarterly in arrears. The Borrowers will be required to pay standard fees with respect to the issuance, negotiation, and amendment of letters of credit issued under the letter of credit facility.

The Loan Agreement includes customary representations and warranties, and customary covenants that restrict the Borrowers’ ability to, among other things, incur additional indebtedness, create liens or other encumbrances upon or with respect to their assets; dispose of their assets; enter into consolidations and mergers, transfers assets; and make certain investments. The Loan Agreement also contains events of default customary for credit facilities of this type (~~with customary grace periods, as applicable~~d), ~~including, among other things, nonpayment of principal or interest when due.~~ Exhibits

The foregoing description is a summary and is qualified in its entirety by reference to the Loan Agreement, which will be filed as an exhibit to our annual report on Form 10-K for the year ended September 30, 2009.


Exhibit No.		Description

4.1		First Supplemental Indenture dated as of November 12, 2010 by and among Leslie’s Poolmart, Inc. and The Bank of New York Mellon Trust Company, N.A.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~Leslie’s Poolmart, Inc.~~	Leslie’s Poolmart, Inc.
		~~(Registrant)~~	(Registrant)
Date October 21, 2009
Date	December 15, 2010
		/s/ STEVEN L. ORTEGA
			/S/ STEVEN L. ORTEGA
		(Signature) Steven L. Ortega, Chief Financial Officer, Director and Principal Accounting Officer
			(Signature) Steven L. Ortega Chief Financial Officer

3EXHIBIT INDEX


Exhibit No.		Description

4.1		First Supplemental Indenture dated as of November 12, 2010 by and among Leslie’s Poolmart, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed herewith).

Filing Compare · LESLIES POOLMART INC