Exhibit 10.3


 


Execution Version


 


SECOND INCREMENTAL FACILITY AMENDMENT


 


SECOND INCREMENTAL
FACILITY AMENDMENT, dated as of October 14, 2020 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC.,
a Delaware corporation (the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”),
the Subsidiary Guarantors party hereto, the Second Amendment Incremental Term Loan Lender (as defined below), and NOMURA CORPORATE
FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant
to that certain Credit and Guaranty Agreement, dated as of December 18, 2018 (as amended by that certain First Incremental Facility
Amendment, dated as of May 29, 2019, the “Credit Agreement” and, as amended by this Amendment and as further
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”),
by and among the Borrower, Holdings, each other subsidiary of Holdings from time to time party thereto, each lender from time to
time party thereto (the “Lenders”), the Administrative Agent and the other parties thereto, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to the Borrower;


 


WHEREAS, pursuant
to and in accordance with Section 2.16 of the Credit Agreement, the Borrower may request the establishment of an Incremental Facility
by entering into one or more Incremental Joinders with the additional Lenders party thereto, and may, without the consent of any
other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, as reasonably determined by the
Administrative Agent and the Borrower, to effect the provisions of Section 2.16 of the Credit Agreement;


 


WHEREAS, the Borrower
has requested Incremental Term Loans in an aggregate principal amount of $20,000,000 (the “Second Amendment Incremental
Term Loans”), which shall be made a part of the existing tranche of Initial Term Loans, and the proceeds of which shall
be used (i) to pay fees and expenses incurred in connection with the Second Amendment Incremental Term Loans and this Amendment
and (ii) for working capital and other general corporate purposes, including for permitted acquisitions and other permitted Investments;


 


WHEREAS, the financial
institution party hereto agrees, on the terms and conditions set forth herein and in the Credit Agreement, to provide the Second
Amendment Incremental Term Loans on the Second Amendment Effective Date (as defined below) (the “Second Amendment Incremental
Term Loan Lender”) and has executed and delivered a signature page to this Amendment in the form attached hereto as Exhibit
I (the “Lender Addendum”) in its capacity as a Second Amendment Incremental Term Loan Lender; and


 


WHEREAS, Holdings,
the Borrower, the Administrative Agent and the Second Amendment Incremental Term Loan Lender have agreed, upon the terms and subject
to the conditions set forth herein, to give effect to the Second Amendment Incremental Term Loans and consent to amend the Credit
Agreement as set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:


 






     


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SECTION 1.     Defined Terms. Capitalized
terms  used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


SECTION 2.     Second Amendment Incremental
Term Loans. Subject to the satisfaction or waiver of the conditions set forth in Section 3 hereof, on the Second Amendment
Effective Date:


 


(a)      The
Second Amendment Incremental Term Loan Lender, by its execution of the Lender Addendum, agrees to make the Second Amendment
Incremental Term Loans to the Borrower on the Second Amendment Effective Date in an aggregate principal amount set forth
under the heading “Second Amendment Incremental Term Loan Commitment” opposite the Second Amendment Incremental
Term Loan Lender’s name in the Lender Addendum (such commitment, the “Second Amendment Incremental Term Loan
Commitment”).


 


(b)     From and after
the Second Amendment Effective Date, each party hereto agrees that, for all purposes of the Amended Credit Agreement and the other
Loan Documents, (i) the Second Amendment Incremental Term Loan Lender shall be deemed to be a Term Lender and a Lender under the
Amended Credit Agreement, and the Second Amendment Incremental Term Loan Lender shall be a party to the Amended Credit Agreement
and shall have the rights and obligations of a Lender under the Amended Credit Agreement and (ii) the Second Amendment Incremental
Term Loans, when funded, shall be made a part of the existing tranche of Initial Term Loans and shall be deemed to be an Initial
Term Loan, a Term Loan and a Loan for all purposes under the Amended Credit Agreement and the other Loan Documents, including,
but not limited to, the fact that the Second Amendment Incremental Term Loans shall bear interest as provided in the Amended Credit
Agreement in respect of Initial Term Loans. All Second Amendment Incremental Term Loans incurred pursuant to this Amendment will
be allocated ratably to each outstanding borrowing of Initial Term Loans that are Eurocurrency Rate Loans under the Credit Agreement
for purposes of determining the initial interest rate thereon and Interest Period therefor.


 


		(c)	Section 1.01 of the Credit Agreement is hereby amended by:



 


		(i)	deleting the definition of “Applicable Amortization Percentage” in its entirety:



 


		(ii)	amending and restating the definition of “Initial Term Loans” as follows:



 


“Initial Term Loans”
means (i) prior to the First Amendment Effective Date, the Term Loans made by the Initial Term Lender pursuant to its Initial Term
Commitment (the “Closing Date Initial Term Loans”), (ii) on and after the First Amendment Effective Date, (x)
the Closing Date Initial Term Loans and (y) the First Amendment Incremental Term Loans and (iii) on and after the Second Amendment
Effective Date, (x) the Closing Date Initial Term Loans, (y) the First Amendment Incremental Term Loans and


(z) the Second Amendment Incremental
Term Loans.


 


		(iii)	inserting the following definitions in appropriate alphabetical order:



 


“Second Amendment Effective
Date” has the meaning provided in the Second Incremental Facility Amendment.


 


“Second Amendment Incremental
Term Loan Commitment” means, as to the Second Amendment Incremental Term Loan Lender, its obligation to make Second Amendment
Incremental Term Loans on the Second Amendment Effective Date in an
aggregate principal amount of $20,000,000.


 






     


    - 3 -


    

 


“Second Amendment Incremental
Term Loan Lender” has the meaning provided in the Second Incremental Facility Amendment.


 


“Second Amendment Incremental
Term Loans” has the meaning provided in the Second Incremental Facility Amendment.


 


“Second Incremental
Facility Amendment” means the Second Incremental Facility Amendment, dated as of October 14, 2020, by and among Holdings,
the Borrower, the Second Amendment Incremental Term Loan Lender and the Administrative Agent.


 


(d)     Section 2.01(a) of the Credit Agreement
is hereby amended and restated in its entirety as follows:


 


“Section
2.01(a) The Initial Borrowings. (a) The Initial Term Borrowings. (i) Subject to the terms and express conditions
set forth herein, each Initial Term Lender made, on the Closing Date, a single loan in Dollars in an aggregate principal amount
equal to its Initial Term Commitment, (ii) subject to the terms and express conditions set forth herein and in the First Incremental
Facility Amendment, each First Amendment Incremental Term Loan Lender with a First Amendment Incremental Term Loan Commitment as
of the First Amendment Effective Date made a First Amendment Incremental Term Loan to the Borrower on the First Amendment Effective
Date in Dollars in an aggregate principal amount equal to such First Amendment Incremental Term Loan Lender’s First Amendment
Incremental Term Loan Commitment and (iii) subject to the terms and express conditions set forth herein and in the Second Incremental
Facility Amendment, the Second Amendment Incremental Term Loan Lender made the Second Amendment Incremental Term Loans to the Borrower
on the Second Amendment Effective Date in Dollars in an aggregate principal amount equal to the Second Amendment Incremental Term
Loan Commitment. The aggregate principal amount of the First Amendment Incremental Term Loans made on the First Amendment Effective
Date was $23,000,000. The aggregate principal amount of the Second Amendment Incremental Term Loans made on the Second Amendment
Effective Date was $20,000,000. For the avoidance of doubt, on and after the First Amendment Effective Date the terms of the First
Amendment Incremental Term Loans to be made hereunder shall, except to the extent of any upfront fees or original issue discount,
which shall be as set forth herein, be the same as the terms of the Initial Term Loans immediately prior to the First Amendment
Effective Date, and the First Amendment Incremental Term Loans made on the First Amendment Effective Date and the Initial Term
Loans immediately prior to the First Amendment Effective Date shall collectively be the Initial Term Loans hereunder. For the avoidance
of doubt, on and after the Second Amendment Effective Date the terms of the Second Amendment Incremental Term Loans shall, except
to the extent of any original issue discount or upfront fees which shall not be applicable to the Second Amendment Incremental
Term Loans, be the same as the terms of the Initial Term Loans immediately prior to the Second Amendment Effective Date, and the
Second Amendment Incremental Term Loans made on the Second Amendment Effective Date and the Initial Term Loans immediately prior
to the Second Amendment Effective Date shall collectively be the Initial Term Loans hereunder. Amounts borrowed under this Section
2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further
provided herein.


 






     


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(e)      Clause (ii) of Section 2.02(a) of
the Credit Agreement is hereby amended and restated in its entirety as follow:


 


(ii) 12:00 p.m. three Business
Days prior to the requested date of any Borrowing of Eurocurrency Rate Term Loans, continuation of Eurocurrency Rate Term Loans
or any conversion of Base Rate Term Loans to Eurocurrency Rate Term Loans denominated in Dollars (provided that, if such
Borrowing is an initial Credit Extension to be made on the Closing Date, notice must be received by the Administrative Agent not
later than, in the case of Initial Term Loans, 1:00 p.m. one Business Day prior to the Closing Date; provided, further,
that, with respect to the Borrowing of Second Amendment Incremental Term Loans made on the Second Amendment Effective Date, notice
must be received on the Second Amendment Effective Date),


 


(f)      Clause (b) of Section 2.08 of the
Credit Agreement is hereby amended and restated in its entirety as follows:


 


(b) Initial
Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Initial Term Lenders: (A) on
or prior to the last Business Day of each March, June, September and December that occurs prior to the Initial Term Loan Maturity
Date, an aggregate amount equal to (i) for the fiscal quarter ended December 31, 2020, $1,630,307.39
and (ii) from the fiscal quarter ended March 31, 2021 through the Initial Term Loan Maturity Date, $3,260,610.54 and (B) on the
Initial Term Loan Maturity Date, an aggregate amount equal to the aggregate principal amount of all Initial Term Loans outstanding
on such date.


 


SECTION 3.     Conditions
to Effectiveness. The effectiveness of the Second Amendment Incremental Term Loan Commitment, the funding of the Second Amendment
Incremental Term Loans and the effectiveness of the amendments to the Credit Agreement set forth herein are each subject to the
satisfaction (or waiver by the Second Amendment Incremental Term Loan Lender) of each of the following conditions (the date on
which such conditions shall have been so satisfied or waived, the “Second Amendment Effective Date”):


 


(a)      the Administrative
Agent shall have executed a counterpart of this Amendment and received (i) a counterpart to this Amendment executed and delivered
by the Borrower and Holdings and (ii) the executed Lender Addendum by the Second Amendment Incremental Term Loan Lender;


 


(b)     on and as of
the Second Amendment Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall
be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects as so qualified), in each case, on and as of
the Second Amendment Effective Date and after giving effect to the Second Amendment Incremental Term Loans and the amendments made
pursuant to this Amendment on the Second Amendment Effective Date (except in the case of any representation and warranty which
specifically refers to an earlier date, such representation and warranty shall have been true and correct in all material respects
as of such earlier date);


 


(c)      the Borrower
shall have paid all expenses required to be paid by the Borrower to the Administrative Agent and the Second Amendment Incremental
Term Loan Lender on or before the Second Amendment Effective Date, including the reasonable and documented out-of-pocket expenses
of Milbank LLP, counsel to the Administrative Agent (which fees may be offset against the proceeds of the Second Amendment Incremental
Term Loans funded on the Second Amendment Effective Date), in each case, to the extent invoiced at least two (2) Business Days
prior to the Second Amendment Effective Date (except as otherwise reasonably agreed by the Borrower);


 






     


    - 5 -


    

 


(d)      the Administrative
Agent shall have received a certificate dated the Second Amendment Effective Date and executed by a Responsible Officer of each
of the Loan Parties, certifying that attached thereto is a true and complete copy of resolutions or written consents of its board
of directors or other relevant governing body or Person, as the case may be, authorizing the execution, delivery and performance
of this Amendment and any other Loan Document to which it is a party to be entered into as of the Second Amendment Effective Date,
and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without
amendment, modification or rescission;


 


(e)      the Administrative
Agent shall have received a certificate from the chief financial officer, chief accounting officer or other Responsible Officer
of the Borrower attesting to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving
effect to this Amendment on the Second Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement;


 


(f)      no Default or
Event of Default shall have occurred and be continuing on the Second Amendment Effective Date after giving effect to this Amendment
and the Second Amendment Incremental Term Loans on the Second Amendment Effective Date;


 


(g)      the
Administrative Agent shall have received an officer’s certificate from a Responsible Officer of Holdings and dated the
Second Amendment Effective Date, certifying that (i) each condition set forth in Sections 3(b) and 3(f) hereof have been
satisfied on and as of the Second Amendment Effective Date and (ii) the Second Amendment Incremental Term Loans comply with
the provisions of Section 2.16 of the Credit Agreement (including by stating with specificity whether the Second Amendment
Incremental Term Loans are being incurred pursuant to clause (a) or clause (e) (or a combination thereof) of the definition
of “Incremental Cap”);


 


(h)      the Administrative
Agent shall have received the legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, acting as New York counsel for the
Borrower and each other Loan Party, addressed to the Administrative Agent and the Second Amendment Incremental Term Loan Lender
and reasonably satisfactory to the Administrative Agent; and


 


(i)       the Administrative
Agent shall have received a Loan Notice relating to the Borrowing of the Second Amendment Incremental Term Loans on the Second
Amendment Effective Date.


 


SECTION 4.     Reserved.


 


SECTION 5.    Reaffirmation
of the Loan Parties. Each Loan Party hereby consents to the amendments to the Credit Agreement effected hereby and confirms
and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is,
and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which
it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in
each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms
that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents
in the Collateral described therein shall continue to secure the obligations of the Loan Parties, including the Second Amendment
Incremental Term Loans, under the Amended Credit Agreement and the other Loan Documents as and to the extent provided in the Loan
Documents.


 






     


    - 6 -


    

 


SECTION 6.     Continuing Effect; No Novation.


 


(a)      Except
as expressly provided herein, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the
Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the
Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other
provisions of the Credit Agreement or any other Loan Document or the same subsection for any other date or time period. Upon
the effectiveness of the amendments set forth herein, on and after the Second Amendment Effective Date, each reference in the
Credit Agreement to “this Agreement”, “the Agreement”, “hereunder”, “hereof”
or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Amended Credit Agreement. This Amendment shall not constitute a novation of the Credit
Agreement or any of the Loan Documents.


 


(b)     The Borrower
and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document and an Incremental Joinder.


 


SECTION 7.    Deemed
Notice. It is understood and agreed that on and after the Second Amendment Effective Date, execution and delivery of this
Amendment shall be deemed to satisfy the requirements of Section 2.16 with respect to notice in respect of this Incremental Facility.


 


SECTION 8.    Amendments;
Execution in Counterparts. This Amendment, or any of the terms hereof, may not be amended, supplemented or modified, nor may
any provision hereof be waived, except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the
Second Amendment Incremental Term Loan Lender. This Amendment may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. Any signature to this Amendment and the other documents delivered in connection herewith may be delivered by facsimile,
electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic
Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.


 


SECTION 9.     GOVERNING
LAW. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b) ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK IN THE CITY OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING
IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO (EXCEPT THAT, (X) IN THE CASE OF ANY
MORTGAGE OR OTHER SECURITY DOCUMENT, PROCEEDINGS MAY ALSO BE BROUGHT BY THE ADMINISTRATIVE AGENT IN THE STATE OR OTHER
JURISDICTION IN WHICH THE RESPECTIVE MORTGAGED PROPERTY OR COLLATERAL IS LOCATED OR ANY OTHER RELEVANT JURISDICTION AND (Y)
IN THE CASE OF ANY BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS WITH RESPECT TO THE ADMINISTRATIVE AGENT, ANY L/C ISSUER OR
ANY OTHER LENDER, ACTIONS OR PROCEEDINGS RELATED TO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN SUCH COURT
HOLDING SUCH BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS


 


SECTION 10.   WAIVER OF
RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10 WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


[Remainder of page intentionally left blank]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as
of the day and year first above written.


 


	 	LATHAM POOL PRODUCTS, INC.,
    as the Borrower
	 	 
	 	By:	
	 	 	Name: Scott M. Rajeski
	 	 	Title:   Chief Executive Officer, President
    and Secretary
	 	 
	 	LATHAM INTERNATIONAL MANUFACTURING
    CORP., as Holdings
	 	 
	 	By:	
	 	 	Name: Scott M. Rajeski
	 	 	Title:   Chief Executive Officer, President
    and Secretary
	 	 
	 	POOL COVER SPECIALISTS,
    LLC, as a Subsidiary Guarantor
	 	 
	 	By:	
	 	 	Name: Scott M. Rajeski
	 	 	Title:   President and Secretary
	 	 
	 	LPP US, LLC, as a Subsidiary
    Guarantor
	 	 
	 	By:	
	 	 	Name: Scott M. Rajeski
	 	 	Title:   President




 


Signature Page
to Second Incremental Facility Amendment


 






     


     


    

 


	 	NOMURA CORPORATE FUNDING
    AMERICAS, LLC, as  Administrative Agent
	 	 
	 	By:	
	 	 	Name: G. Andrew Keith
	 	 	Title: Executive Director


 


Signature Page
to Second Incremental Facility Amendment


 






     


     


    

 


LENDER ADDENDUM TO
THE SECOND INCREMENTAL FACILITY AMENDMENT DATED AS


OF October 14, 2020


 


SECOND AMENDMENT INCREMENTAL TERM LOAN LENDER


 


This Lender Addendum
(this “Lender Addendum”) is referred to in, and is a signature page to, the Second Incremental Facility Amendment,
dated as of the date hereof (the “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation
(the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”),
the Second Amendment Incremental Term Loan Lender, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting
through one or more sub-agents or designees, in such capacity, the “Administrative Agent”), which amends that
certain Credit and Guaranty Agreement, dated as of December 18, 2018 (as amended by that certain First Incremental Facility Amendment,
dated as of May 29, 2019, and the Amendment, and as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, each other subsidiary
of Holdings from time to time party thereto, each lender from time to time party thereto, the Administrative Agent and the other
parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the
Amendment.


 


By executing this
Lender Addendum as a Second Amendment Incremental Term Loan Lender, the undersigned institution agrees, on the terms and conditions
set forth in the Amendment and in the Credit Agreement, to make a Second Amendment Incremental Term Loan to the Borrower on the
Second Amendment Effective Date in an aggregate principal amount equal to the amount set forth under the heading “Second
Amendment Incremental Term Loan Commitment” opposite its name below.


 


	Second Amendment Incremental
    Term Loan Lender	Second Amendment Incremental
    Term Loan Commitment
	Piney Lake Opportunities ECI Master Fund LP	$20,000,000


 


	 	Piney Lake Opportunities
    ECI Master Fund LP,
	 	a Cayman Islands exempted limited
    partnership
	 	 
	 	By: Piney Lake Capital Management
    LP, as Advisor
	 	 
	 	By:	
	 	Name: Michael B. Lazar
	 	Title: President




 






     


     


    

 


EXHIBIT I


 


LENDER ADDENDUM TO
THE SECOND INCREMENTAL FACILITY AMENDMENT DATED AS


OF October 14, 2020


 


SECOND AMENDMENT INCREMENTAL TERM LOAN LENDER


 


This Lender Addendum
(this “Lender Addendum”) is referred to in, and is a signature page to, the Second Incremental Facility Amendment,
dated as of the date hereof (the “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation
(the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”),
the Second Amendment Incremental Term Loan Lender, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting
through one or more sub-agents or designees, in such capacity, the “Administrative Agent”), which amends that
certain Credit and Guaranty Agreement, dated as of December 18, 2018 (as amended by that certain First Incremental Facility Amendment,
dated as of May 29, 2019, and the Amendment, and as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, each other subsidiary
of Holdings from time to time party thereto, each lender from time to time party thereto, the Administrative Agent and the other
parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the
Amendment.


 


By executing this
Lender Addendum as a Second Amendment Incremental Term Loan Lender, the undersigned institution agrees, on the terms and conditions
set forth in the Amendment and in the Credit Agreement, to make a Second Amendment Incremental Term Loan to the Borrower on the
Second Amendment Effective Date in an aggregate principal amount equal to the amount set forth under the heading “Second
Amendment Incremental Term Loan Commitment” opposite its name below.


 


	Second Amendment Incremental Term Loan Lender	Second Amendment Incremental Term Loan Commitment
	Piney Lake Opportunities ECI Master Fund LP	 $20,000,000




 


	 	Piney Lake Opportunities
    ECI Master Fund LP,
	 	a Cayman Islands exempted limited
    partnership
	 	 
	 	By: Piney Lake Capital Management
    LP, as Advisor
	 	 
	 	By:	                 
	 	Name: Michael B. Lazar
	 	Title: President