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*Indenture • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
AGREEMENT AND PLAN OF MERGER by and between PETCO ANIMAL SUPPLIES, INC.Merger Agreement • 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 CONTENTSMerger Agreement • February 1st, 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
TERMS AND CONDITIONS OF THE STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
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
TERMS AND CONDITIONS OF THE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 19th, 2002 • 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
RECITALSCredit Agreement • April 30th, 1999 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
ARTICLE I DEFINITIONSRestricted Stock Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
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
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 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
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
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
RECITALSCredit Agreement • April 30th, 1999 • 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
BORROWERCredit Agreement • April 13th, 2000 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
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 AGREEMENTExchange and Registration Rights Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
FORM OFStockholders Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
AGREEMENTRetention Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
RECITALSCredit Agreement • April 30th, 1999 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
RECITALSIndemnification Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
FORM OFSecurityholders Agreement • February 19th, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
May 17, 2000 Board of Directors Petco Animal Supplies, Inc. 9125 Rehco Road San Diego, California 92121 Ladies and Gentlemen: This letter sets forth the commitment of TPG Partners III, L.P. ("TPG"), subject to the terms and conditions contained...Commitment Letter • June 20th, 2000 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
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
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...Standard Industrial/Commercial Single-Tenant Lease - Net • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec
1 Exhibit 10.2 Petco Animal Supplies, Inc. 9125 Rehco Road San Diego, California 92121 Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of October 3, 1996 (together with any amendments thereto, the "Merger Agreement") by and...Merger Agreement • October 23rd, 1996 • 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...Lease Agreement • February 1st, 2002 • Petco Animal Supplies Inc • Retail-retail stores, nec • Illinois
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
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, 2006Merger Agreement • 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”).
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
