AGREEMENT AND PLAN OF MERGER by and between PETCO ANIMAL SUPPLIES, INC.Agreement and Plan of Merger • May 19th, 2000 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
AGREEMENT AND PLAN OF MERGER by and between PETCO ANIMAL SUPPLIES, INC. and BD RECAPITALIZATION CORP. Dated as of May 17, 2000 TABLE OF CONTENTSAgreement and Plan of Merger • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 2, 2000 among BD RECAPITALIZATION HOLDINGS LLC, PETCO ANIMAL SUPPLIES, INC. and CERTAIN STOCKHOLDERS OF PETCO ANIMAL SUPPLIES, INC. TABLE OF CONTENTSStockholders Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of May 17, 2000, to the Rights Agreement, dated as of September 14, 1998 (as heretofore amended, the "Rights Agreement"), by and between Petco Animal Supplies, Inc., a Delaware corporation (the...Rights Agreement • May 19th, 2000 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
TERMS AND CONDITIONS OF THE STOCK OPTION AGREEMENTStock Option Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
PETCO ANIMAL SUPPLIES, INC. 10.75% SENIOR SUBORDINATED NOTES DUE 2011 INDENTURE Dated as of October 26, 2001 U.S. BANK N.A. Trustee CROSS-REFERENCE TABLE*Petco Animal Supplies Inc • February 1st, 2002 • Retail-retail stores, nec • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("AGREEMENT"), effective as of October 2, 2000, by and between Petco Animal Supplies, Inc., a Delaware corporation (the "COMPANY"), and Brian K. Devine, an...Employment Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
RECITALSCredit Agreement • April 30th, 1999 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), is made and effective as of October 2, 2000, by and between Petco Animal Supplies, Inc., a Delaware corporation (the "COMPANY"), and Bruce C. Hall, an individual ("EXECUTIVE"). NOW,...Employment Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT This AMENDMENT NO. 1 (this "AMENDMENT") is entered into as of January 22, 2001 by and among PETCO Animal Supplies, Inc., a Delaware corporation (the "COMPANY"), BD Recapitalization Holdings LLC, a Delaware...Stockholders Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), is made and effective as of October 2, 2000, by and between Petco Animal Supplies, Inc., a Delaware corporation (the "COMPANY"), and James M. Myers, an individual ("EXECUTIVE"). NOW,...Employment Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
D-2-1Voting Agreement • June 20th, 2000 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
RECITALSCredit Agreement • April 30th, 1999 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
RECITALSCredit Agreement • April 30th, 1999 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
R E C I T A L SAgreement and Plan of Merger • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
EXHIBIT 10.4 LEASE AGREEMENT FORM OPUS WEST CORPORATION, A MINNESOTA CORPORATION ("LANDLORD") PETCO ANIMAL SUPPLIES, INC. A DELAWARE CORPORATION ("TENANT") DATED: NOVEMBER 24, 1997 TABLE OF CONTENTSLease Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
BORROWERCredit Agreement • April 13th, 2000 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for reference...Petco Animal Supplies Inc • February 1st, 2002 • Retail-retail stores, nec
FORM OFStockholders Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
Exhibit 1.1 14,500,000 SHARES PETCO ANIMAL SUPPLIES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT February , 2002Underwriting Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
AGREEMENTRetention Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
FORM OFSecurityholders Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
EXHIBIT 10.1 FORM OF AMENDED AND RESTATED CREDIT AGREEMENT, AS AMENDED, DATED AS OF OCTOBER 26, 2001Credit Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
Exhibit 4.6 PETCO Animal Supplies, Inc. 10.75% Senior Subordinated Notes due 2011 guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed on the signature pages hereof EXCHANGE AND REGISTRATION RIGHTS AGREEMENTPetco Animal Supplies Inc • February 1st, 2002 • Retail-retail stores, nec • New York
RECITALSForm of Indemnification Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
Exhibit 10.8 CREDIT AGREEMENT This Agreement, dated as of December 6, 1996, is among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the "Borrower"), the Lenders and UNION BANK OF CALIFORNIA, N.A. ("UBOC"), as Agent. The parties hereto agree as...Credit Agreement • April 30th, 1997 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
6,946,909 Shares PETCO Animal Supplies, Inc. Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2004 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
EXHIBIT B --------- [Form of Right Certificate] Certificate No. R- ______ Rights NOT EXERCISABLE AFTER September 22, 2008 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN OR IF THE COMPANY IS MERGED OR ACQUIRED PURSUANT TO AN AGREEMENT OF THE...Petco Animal Supplies Inc • September 22nd, 1998 • Retail-retail stores, nec
ARTICLE I DEFINITIONSForm of Restricted Stock Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
BUILD TO SUIT LEASE AGREEMENT BETWEEN INDUSTRIAL DEVELOPMENTS INTERNATIONAL, INC. AS LANDLORD AND PETCO ANIMAL SUPPLIES, INC. AS TENANT DATED FEBRUARY 20, 1998 LEASE INDEX Section Subject 1 Basic Lease Provisions 2 Demised Premises 3 Term 4 Minimum...Suit Lease Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Illinois
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2005 • Petco Animal Supplies Inc • Retail-retail stores, nec
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of June 27, 2005, is entered into by and among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (“Parent”), PETCO ANIMAL SUPPLIES STORES, INC., a Delaware corporation (formerly named PETCO Animal Supplies, Inc.) (the “Operating Company”), and Bruce C. Hall (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below). All Section, Exhibit and Annex references in this Amendment are to Sections, Exhibits and Annexes of the Original Agreement.
AGREEMENT AND PLAN OF MERGER by and among PETCO ANIMAL SUPPLIES, INC., ROVER HOLDINGS CORP. and ROVER ACQUISITION CORP. Dated as of July 13, 2006Agreement and Plan of Merger • July 14th, 2006 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 13, 2006 (this “Agreement”), is made by and among PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), Rover Holdings Corp., a Delaware corporation (“Parent”), and Rover Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 20th, 2003 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
This LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Waiver and Amendment") is dated as of February 3, 2003 and entered into by and among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation ("Company"), the financial institutions executing the Consent of Lender (the "Consent") in the form of Exhibit A annexed hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as administrative agent for Lenders (in such capacity, "Administrative Agent"), and is made with reference to that certain Amended and Restated Credit Agreement dated as of October 26, 2001, as amended by the Limited Waiver, Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002 and as further amended by the Second Amendment to Amended and Restated Credit Agreement dated as of July 31, 2002 (as so amended, the "Credit Agreement"), by and among Company, Lenders, Administrative Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and GENERA
TPG PARTNERS V, L.P. Fort Worth, Texas 76102 July 13, 2006Petco Animal Supplies Inc • August 11th, 2006 • Retail-retail stores, nec
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Rover Holdings Corp., a Delaware corporation (“Parent”), Rover Acquisition Corp., a Delaware corporation (“Merger Sub”), and PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company, with the Company as the surviving entity (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement today by Parent, Merger Sub and the Company.
