EXECUTION VERSION INDENTURE Dated October 10, 2012 Between PETCO HOLDINGS, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SENIOR PIK TOGGLE NOTES DUE 2017Indenture • August 17th, 2015 • Petco Holdings Inc • New York
INDENTURE, dated October 10, 2012, between Petco Holdings, Inc., a Delaware corporation (“PETCO”), and Wells Fargo Bank, National Association, as Trustee.
TERM LOAN CREDIT AGREEMENT Dated as of November 24, 2010, Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, PETCO ANIMAL SUPPLIES, INC. and The subsidiaries of PETCO Animal...Term Loan Credit Agreement • August 17th, 2015 • Petco Holdings Inc • New York
TERM LOAN CREDIT AGREEMENT dated as of November 24, 2010 (this “Agreement”), among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I) and CREDIT SUISSE AG, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders hereunder (in such capacity, the “Collateral Agent”).
ABL CREDIT AGREEMENT Dated as of April 19, 2013, among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE AG, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, PETCO ANIMAL SUPPLIES, INC. and The...Abl Credit Agreement • August 17th, 2015 • Petco Holdings Inc • New York
ABL CREDIT AGREEMENT dated as of April 19, 2013 (this “Agreement”), among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I), CREDIT SUISSE AG, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders hereunder (in such capacity, the “Collateral Agent”).
PETCO HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT1Non-Qualified Stock Option Agreement • August 17th, 2015 • Petco Holdings Inc • California
This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”), dated as of the day of , 20 (the “Date of Grant”), by and between Petco Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
ContractTerm Loan Credit Agreement • August 17th, 2015 • Petco Holdings Inc • New York
AMENDMENT NO. 2 dated as of October 9, 2012 (this “Amendment”), to the Term Loan Credit Agreement dated as of November 24, 2010 (as amended by Amendment No. 1, dated as of February 25, 2011, and as further amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.
PLEDGE AND SECURITY AGREEMENT dated as of April 19, 2013, among PETCO ANIMAL SUPPLIES, INC., the Subsidiary Parties from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent And CREDIT SUISSE AG, as Administrative AgentPledge and Security Agreement • August 17th, 2015 • Petco Holdings Inc • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of April 19, 2013, by and among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), the Subsidiary Parties (as defined below) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the lenders party to the ABL Credit Agreement referred to below (in such capacity, the “Collateral Agent”), and CREDIT SUISSE AG, as administrative agent for the lenders party to the ABL Credit Agreement referred to below (in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”).
ContractTerm Loan Credit Agreement • August 17th, 2015 • Petco Holdings Inc • New York
AMENDMENT NO. 1 dated as of February 25, 2011 (this “Amendment”), to the Term Loan Credit Agreement dated as of November 24, 2010 (the “Credit Agreement”), among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 17th, 2015 • Petco Holdings Inc • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of October 3, 2012, among the undersigned guarantors (each a “Guaranteeing Subsidiary”), each a subsidiary of Petco Animal Supplies, Inc., a Delaware Corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 17th, 2015 • Petco Holdings Inc • Delaware
This MANAGEMENT SERVICES AGREEMENT, dated as of October 26, 2006 (this “Agreement”), is made by and among Rover Holdings Corp., a Delaware corporation (‘”Parent”), PETCO Animal Supplies Stores, Inc., a Delaware corporation (“PETCO Stores” and, following the Downstream Merger (as defined below), together with Parent, the “Companies”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), TPG GenPar IV, L.P., a Delaware limited partnership, TPG GenPar V, L.P., a Delaware limited partnership (collectively, “TPG” and, together with LGP, the “Principal Advisors”), and Freeman Spogli & Co. V, L.P., a Delaware limited partnership (“FS” and, together with the Principal Advisors, the “Advisors”).
ContractTerm Loan Credit Agreement • August 17th, 2015 • Petco Holdings Inc • New York
AMENDMENT NO. 3 dated as of February 4, 2013 (this “Amendment”), to the Term Loan Credit Agreement dated as of November 24, 2010 (as amended by Amendment No. 1 dated as of February 25, 2011, and Amendment No. 2 dated as of October 9, 2012, and as further amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.
PLEDGE AND SECURITY AGREEMENT dated as of November 24, 2010, among PETCO ANIMAL SUPPLIES, INC., the Subsidiary Parties from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and CREDIT SUISSE AG, as Administrative...Pledge and Security Agreement • August 17th, 2015 • Petco Holdings Inc • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of November 24, 2010, by and among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), the Subsidiary Parties (as defined below) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the lenders party to the ABL Credit Agreement referred to below (in such capacity, the “Collateral Agent”), and CREDIT SUISSE AG, as administrative agent for the lenders party to the ABL Credit Agreement referred to below in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”).
FIRST AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • August 17th, 2015 • Petco Holdings Inc • New York
THIS FIRST AMENDMENT TO ABL CREDIT AGREEMENT, dated as of November 21, 2014 (this “Amendment”), by and among (i) PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Borrower”), (ii) the other Loan Parties party to the Credit Agreement referred to below (together with the Borrower, the “Loan Parties”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iv) BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (as the successor to CREDIT SUISSE AG in such capacity (the “Original Administrative Agent”)) for the Lenders (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”), (v) WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and (vi) BANK OF AMERICA, N.A., as a co-collateral agent for the Lenders (in such capacity, a “Co-Collateral Agent”). Capitalized terms used but not defined herein shall have the meanin
ContractConstruction Loan Agreement • August 17th, 2015 • Petco Holdings Inc
THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”) is made as of this 20th day of March, 2015 by and between PETCO REAL ESTATE HOLDINGS III LLC, a Delaware limited liability company, (“Borrower”) and MUFG UNION BANK, N.A. (“Bank”).
