SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 26, 2001 AMONG PETCO ANIMAL SUPPLIES, INC., as Borrower, THE LENDERS LISTED THEREIN, as Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint...

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Exhibit 10.27

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF OCTOBER 26, 2001

AMONG

PETCO ANIMAL SUPPLIES, INC.,

as Borrower,

THE LENDERS LISTED THEREIN,

as Lenders,

XXXXXXX XXXXX CREDIT PARTNERS L.P.,

as Joint Lead Arranger, Joint Book-Runner and sole Syndication Agent,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Joint Lead Arranger, Joint Book-Runner and Sole Administrative Agent

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Documentation Agent

PETCO ANIMAL SUPPLIES, INC.
SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of July 31, 2002 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 XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Xxxxx Fargo"), as administrative agent for Lenders (in such capacity, "Administrative Agent"), and, solely for purposes of Section 4 hereof, the Credit Parties (as defined in Section 4 hereof), 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 Limited Public Offering dated as of February 1, 2002 (as so amended, the "Credit Agreement"), by and among Company, Lenders, Administrative Agent, XXXXXXX XXXXX CREDIT PARTNERS L.P., as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, Company and Lenders desire to amend the Credit Agreement to add New Tranche C Term Loans in the aggregate principal amount of $193,500,000, the proceeds of which will be used to refinance all of the Tranche B Term Loans outstanding immediately prior to the occurrence of the Second Amendment Effective Date and to amend the Credit Agreement in certain other respects, all as more specifically set forth below.

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

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1 Amendments to Section 1: Provisions Relating to Defined Terms

A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:

"Second Amendment" means the Second Amendment to Amended and Restated Credit Agreement, dated as of July 31, 2002, by and among Company, Requisite Lenders, all Lenders having Tranche C Term Loan Commitments and Administrative Agent.

"Second Amendment Effective Date" means the date on which the Second Amendment became effective in accordance with its terms.

"Tranche C Term Lender" means a Lender with Tranche C Term Loan Exposure.

"Tranche C Term Loans" means the Loans made to the Company pursuant to subsection 2.1A(ii)(b).

"Tranche C Term Loan Commitment" means the commitment of a Lender to make a Tranche C Term Loan to Company pursuant to subsection 2.1A(ii)(b), and "Tranche C Term Loan Commitments" means such commitments of all Lenders in the aggregate.

"Tranche C Term Notes" means any promissory notes of Company issued pursuant to subsection 2.1E to evidence the Tranche C Term Loans of any Lenders, substantially in the form of Exhibit B to the Second Amendment, as they may be amended, supplemented or otherwise modified from time to time.

B. Subsection 1.1 of the Credit Agreement is hereby further amended by (i) replacing the letter "B" with the letter "C" in the following defined terms: "New Tranche B Term Loan Commitments", "New Tranche B Term Loan Lender", "New Tranche B Term Loans" and "Tranche B Term Loan Exposure", and (ii) replacing the letter "B" with the letter "C" in the definitions of "Class", "Loans", "Notes", "Requisite Lenders", "Term Loan Exposure" and "Term Loans."

C. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the definitions of "Increased Amount Date", "Payment Office" and "Transaction Costs" in their entirety and substituting the following therefor, as applicable:

"Increased Amount Date" has the meaning assigned to that term in subsection 2.1(A)(ii)(b)(A).

"Payment Office" means the office of Administrative Agent and Swing Line Lender as may from time to time be designated as such in a written notice delivered by Administrative Agent and Swing Line Lender to Company and each Lender.

"Transaction Costs" means the fees, costs and expenses payable or reimbursable by Company or any of its Subsidiaries in connection with the transactions contemplated by (i) the Loan Documents and the Related Agreements, (ii) the refinancing of the Existing Senior Subordinated Notes, (iii) the Limited Waiver, Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002 and (iv) the Second Amendment.

1.2 Amendments to Section 2: Amounts and Terms of Commitments and Loans

A. Subsection 2.1A of the Credit Agreement is hereby amended by inserting "(a)" at the beginning of the phrase "Tranche B Term Loans" in clause (ii) thereof, and adding at the end thereof a new clause (b) as follows:

"(b) Tranche C Term Loans. Each Lender severally agrees to lend to Company on the Second Amendment Effective Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche C Term Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Lender's Tranche C Term Loan Commitment is set forth opposite its name on Schedule 1 annexed to the Second Amendment and the aggregate amount of the Tranche C Term Loan Commitments is $193,500,000. Each Lender's Tranche C Term Loan Commitment (which term for purposes of this sentence shall not include the New Tranche C Term Loan Commitments) shall expire immediately and without further action on August 6, 2002 if the Tranche C Term Loans are not made on or before that date. Company may make only one borrowing under the Tranche C Term Loan Commitments (which term for purposes of this sentence shall not include the New Tranche C Term Loan Commitments). Amounts borrowed under this subsection 2.1A(ii)(b) and subsequently repaid or prepaid may not be reborrowed."

B. The paragraph immediately following subsection 2.1A(ii) of the Credit Agreement is hereby amended by replacing the letter "B" with the letter "C" in the defined terms "Tranche B Term Loan Commitments", "Tranche B Term Loans", "New Tranche B Term Loan Commitments", "New Tranche B Term Loans", and "New Tranche B Term Loan Lender".

C. Subsections 2.1D(ii) and 2.1D(iii) of the Credit Agreement are hereby amended by replacing the defined term "Tranche B Term Loan" with the defined term "Tranche C Term Loan."

D. Subsection 2.1E of the Credit Agreement is hereby amended by adding the following at the end of the first paragraph thereof:

"On the Second Amendment Effective Date, Company will execute and deliver to each Lender having a Tranche C Term Loan Commitment a Tranche C Term Note substantially in the form of Exhibit B to the Second Amendment to evidence that Lender's Tranche C Term Loans, with appropriate insertions. If requested by any Lender by written notice to Company (with a copy to

Administrative Agent), Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) promptly after Company's receipt of such notice a promissory note or promissory notes to evidence such Lender's Tranche C Term Loan substantially in the form of Exhibit B to the Second Amendment, with appropriate insertions."

E. Subsection 2.2A of the Credit Agreement is hereby amended by adding the following new subsection (iv) at the end thereof:

"(iv) Subject to the provisions of subsections 2.2E and 2.7, the Tranche C Term Loans shall bear interest on and after the Second Amendment Effective Date through maturity as follows:

(a) if a Base Rate Loan, then at the sum of the Base Rate plus 2.00%; or

(b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus 3.00%."

F. Subsections 2.2B(v) and 2.2B(vi) of the Credit Agreement are hereby amended by replacing the defined term "Tranche B Term Loans" with the defined term "Tranche C Term Loans."

G. Subsection 2.2D of the Credit Agreement is hereby amended by replacing the defined term "Tranche B Term Loans" with the defined term "Tranche C Term Loans."

H. Subsection 2.4A of the Credit Agreement is hereby amended by inserting "(a)" at the beginning of the phrase "Scheduled Payments of Tranche B Term Loans" in clause (ii) thereof, and adding at the end thereof a new clause (b) as follows:

"(b) Scheduled Payments of Tranche C Term Loans. Company shall make principal payments on the New Tranche C Term Loans in installments on dates and in the amounts set forth below:

Date	Scheduled Repayment of Tranche C Term Loans
September 30, 2002	$	500,000
December 31, 2002	$	500,000
March 31, 2003	$	500,000
June 30, 2003	$	500,000
September 30, 2003	$	500,000
December 31, 2003	$	500,000
March 31, 2004	$	500,000
June 30, 2004	$	500,000
September 30, 2004	$	500,000
December 31, 2004	$	500,000
March 31, 2005	$	500,000
June 30, 2005	$	500,000
September 30, 2005	$	500,000
December 31, 2005	$	500,000
March 31, 2006	$	500,000
June 30, 2006	$	500,000
September 30, 2006	$	500,000
December 31, 2006	$	23,500,000
March 31, 2007	$	23,500,000
June 30, 2007	$	23,500,000
September 30, 2007	$	23,500,000
December 31, 2007	$	23,500,000
March 31, 2008	$	23,500,000
June 30, 2008	$	23,500,000
October 2, 2008	$	20,500,000
Total:	$	193,500,000

provided that the scheduled installments of principal of the Tranche C Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche C Term Loans in accordance with subsection 2.4B(iv); and provided, further that the Tranche C Term Loans (including any New Tranche C Term Loans) and all other amounts owed hereunder with respect to the Tranche C Term Loans (including any New Tranche C Term Loans) shall be paid in full no later than October 2, 2008, and the final installment payable by Company in respect of the Tranche C Term Loans (including any New Tranche C Term Loans) on such date shall be in the amount, if such amount is different from that specified above, sufficient to repay all amounts owing by Company under this Agreement with respect to the Tranche C Term Loans."

I. Subsections 2.4B(i) and 2.4B(iv) of the Credit Agreement are hereby amended by replacing the letter "B" with the letter "C" in the defined terms "Tranche B Term Lender", "Tranche B Term Lenders", "Tranche B Term Loan" and "Tranche B Term Loans."

J. Subsection 2.5 of the Credit Agreement is hereby amended adding a new subparagraph D at the end thereof:

"D. Tranche C Term Loans. The proceeds of the Tranche C Term Loans shall be applied on the Second Amendment Effective Date by Company to repay in full the Tranche B Term Loans outstanding immediately prior to the occurrence of the Second Amendment Effective Date."

1.3 Amendments to Section 7: Negative Covenants of Company.

A. Subsection 7.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"7.8 Consolidated Capital Expenditures.

Company shall not, and shall not permit its Subsidiaries to, make or incur (i) Consolidated Capital Expenditures in an aggregate amount in excess of (x) $68,860,710 for the Fiscal Year ending on the Saturday closest to January 31 in 2003, (y) $85,000,000 for each Fiscal Year ending on the Saturday closest to January 31 in 2004 and 2005, and (z) $90,000,000 for each Fiscal Year thereafter (such amount, for each Fiscal Year, the "Maximum Expenditure Amount"), provided that the Maximum Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending in 2004, shall be increased by an amount equal to the excess, if any, of the Maximum Expenditure Amount for the previous year (without giving effect to any previous adjustment made in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year, but in no event shall such increase exceed 10% of the Maximum Expenditure Amount for such previous Fiscal Year."

1.4 Amendments to Section 10: Miscellaneous.

A. Subsection 10.1B (i) is hereby amended by (i) replacing the defined term "Tranche B Term Loans" with the term "Tranche C Term Loans", and (ii) adding the phrase "or Exhibit B to the Second Amendment" immediately following the phrase "Exhibit IV-B, Exhibit V, or Exhibit VI annexed hereto" in the last sentence thereof.

1.5 Amendments to Exhibits.

A. Exhibit I (Notice of Borrowing) and Exhibit II (Notice of Conversion/Continuation) to the Credit Agreement are hereby amended by replacing the defined term "Tranche B Term Loans" with the defined term "Tranche C Term Loans."

B. Exhibit X (Form of Assignment Agreement) to the Credit Agreement is hereby amended by replacing the defined terms "Tranche B Term Loan" and "Tranche B Term Loans" with the defined terms "Tranche C Term Loan" and "Tranche C Term Loans", respectively.

Section 2. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Second Amendment Effective Date"):

A. Documents. On or before the Second Amendment Effective Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Second Amendment Effective Date:

1. Resolutions of Company's Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment and approving and authorizing the execution, delivery and payment of the Tranche C Term Notes, certified as of the Second Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;

2. Signature and incumbency certificates of the officers of Company and each Credit Support Party executing this Amendment or the Tranche C Term Notes;

3. Copies of this Amendment executed by Company and each Credit Support Party; and

4. If requested by any Lender at least two Business Days prior to the Second Amendment Effective Date, a promissory note or promissory notes executed by Company to evidence such Lender's Tranche C Term Loan, substantially in the form of Exhibit B, with appropriate insertions.

B. Opinion of Counsel. Lenders and their respective counsel shall have received originally executed copies of one or more favorable written opinions of Xxxxxx & Xxxxxxx, counsel for Loan Parties, in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the Second Amendment Effective Date, with respect to the enforceability of this Amendment and the Tranche C Term Notes and the matters covered in the opinions referred to in Subsection 4.2E of the Credit Agreement.

C. Execution of Amendment. The execution of a counterpart hereof by Loan Parties, Administrative Agent, Requisite Lenders and all Lenders having Tranche C Term Loan Commitments and receipt by Company of written or telephonic notification of such execution and authorization of delivery thereof.

D. Completion of Proceedings. On or before the Second Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

E. Payment of Tranche B Term Loans. The Tranche B Term Loans, including all interest thereon and all amounts payable under Subsection 2.6D, if any, shall have been paid in full.

F. Payment of Fees. Company shall have paid to Administrative Agent, for distribution as appropriate, fees in the amount separately agreed upon between Company and Administrative Agent.

G. Officer's Certificate. Company shall have delivered to Administrative Agent and Lenders an Officer's Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 of the Credit Agreement are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties relate to an earlier date, such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Second Amendment Effective Date. Notwithstanding the foregoing, Administrative Agent and Lenders acknowledge and agree that the schedules to the representations and warranties contemplated by Section 5 of the Credit Agreement shall be deemed to be supplemented by the additional schedules provided by Company to the Administrative Agent and Lenders prior to the date hereof.

Section 3. COMPANY'S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete in all material respects:

A. Corporate Power and Authority. Each Loan Party has all requisite corporate, limited partnership or limited liability company power and authority to enter into this Amendment, to issue the Tranche C Term Notes and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

B. Authorization of Agreements. The execution and delivery of this Amendment, the performance of the Amended Agreement and the issuance, delivery and payment of the Tranche C Term Notes have been duly authorized by all necessary corporate, limited partnership or limited liability company action on the part of each Loan Party, as the case may be.

C. No Conflict. The execution and delivery by each Loan Party of this Amendment and the issuance, delivery and payment of the Tranche C Term Notes do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to such Loan Party, the Certificate or Articles of Incorporation or other organizational documents or Bylaws of such Loan Party or any order, judgment or decree of any court or other agency of government binding on such Loan Party, (ii) except as set forth in Schedule 5.2B of the Credit Agreement, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Loan Party which breach or default could reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Loan Party (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) except as set forth in Schedule 5.2B of the Credit Agreement, require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of such Loan Party, except for such approvals or consents which have been obtained on or before the Second Amendment Effective Date and disclosed in writing to Lenders or for which the failure to obtain would not reasonably be expected to result in a Material Adverse Effect.

D. Governmental Consents. The execution and delivery by each Loan Party of this Amendment, the performance by such Loan Party of the Amended Agreement and the issuance, delivery and payment of the Tranche C Term Notes by the Company do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except for those registrations, consents, approvals, notices or other actions which have been obtained on or before the Second Amendment Effective Date.

E. Binding Obligation. This Amendment and the Amended Agreement have been duly executed and delivered by each Loan Party party thereto and are, and the Tranche C Term Notes, when executed and delivered, will be, the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability.

F. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. The schedules to the representations and warranties contemplated by Section 5 of the Credit Agreement shall be deemed to be supplemented by the additional schedules provided by Company to Administrative Agent and Lenders prior to the date hereof.

G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

Section 4. ACKNOWLEDGEMENT AND CONSENT

Pursuant to the terms of the Credit Agreement (i) each Loan Party pledged and granted a security interest in certain of its real property, (ii) each domestic Loan Party pledged all of its capital stock in

each of its subsidiaries, whether then existing or thereafter created or acquired, (iii) each of IPSD, Southwest Inc., Southwest L.P., Pet Concepts and PM Management (as each such term is defined in the Master Confirmation) guaranteed the obligations of Company, and (iv) each Loan Party granted a security interest in substantially all of its assets to the Secured Party (as defined in the Master Confirmation), whether then existing or thereafter created.

Company and the Subsidiary Guarantors are collectively referred to herein as the "Credit Support Parties", and the Collateral Documents and Subsidiary Guaranty are collectively referred to herein as the "Credit Support Documents."

Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all Secured Obligations (as such term is defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Secured Obligations in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Notwithstanding the foregoing, Administrative Agent and Lenders acknowledge and agree that the schedules to the representations and warranties contemplated by the Amended Agreement and Credit Support Documents shall be deemed to be supplemented by the additional schedules provided by each Credit Support Party to the Administrative Agent and Lenders prior to the date hereof.

Each Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Section 5. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the date hereof, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or

remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

B. Fees and Expenses. Payment of all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement with respect to this Amendment shall be paid by Company.

C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

E. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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

		PETCO ANIMAL SUPPLIES, INC.
		By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	Executive Vice President and Chief Financial Officer
		INTERNATIONAL PET SUPPLIES AND DISTRIBUTION, INC., solely for purposes of Section 4
		By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President and Chief Financial Officer
		PETCO SOUTHWEST, INC., solely for purposes of Section 4
		By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President and Chief Financial Officer
		PET CONCEPTS INTERNATIONAL, solely for purposes of Section 4
		By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President and Chief Financial Officer
		PM MANAGEMENT INCORPORATED, solely for purposes of Section 4
		By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President and Chief Financial Officer

S-1

		PETCO SOUTHWEST L.P., solely for purposes of Section 4
		By	PETCO ANIMAL SUPPLIES, INC.
		Its General Partner
		By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	Executive Vice President and Chief Financial Officer
		Address: 0000 Xxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000
		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
		By:	/s/ XXXX X. XXX
		Name:	Xxxx X. Xxx
		Title:	Vice President

S-2

EXHIBIT A

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender with reference to that certain Second Amendment to Amended and Restated Credit Agreement dated as of July 31, 2002 (the "Second Amendment"), by and among PETCO Animal Supplies, Inc., a Delaware corporation, the Lenders party thereto ("Lenders"), Xxxxx Fargo Bank, National Association, as Administrative Agent, Xxxxxxx Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent. The undersigned Lender hereby consents to the Second Amendment.

		[Name of Lender]
		By:

		Name:

		Title:

A-1

EXHIBIT B
FORM OF TRANCHE C TERM NOTE

PETCO ANIMAL SUPPLIES, INC.

PROMISSORY NOTE DUE OCTOBER 2, 2008

$			[Date]

FOR VALUE RECEIVED, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation ("Company"), promises to pay to the order of ("Payee") or its registered assigns the principal amount of ($ ) or, if less, the aggregate unpaid principal amount of all Tranche C Term Loans made by Payee pursuant to the Amended and Restated Credit Agreement (as hereinafter defined) on October 2, 2008 in the installments referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement dated as of October 26, 2001 by and among Company, the financial institutions listed therein as Lenders, Xxxxxxx Xxxxx Credit Partners L.P., as Syndication Agent, and Xxxxx Fargo Bank, National Association, as Administrative Agent (said Amended and Restated Credit Agreement, as it has been and may be amended, supplemented or otherwise modified from time to time, being the "Amended and Restated Credit Agreement", the terms defined therein and not otherwise defined herein being used herein as therein defined).

Company shall make principal payments on this Note in consecutive quarterly installments, commencing on September 30, 2002 and ending on October 2, 2008. Each such installment shall be due on the date specified in the Amended and Restated Credit Agreement and in an amount determined in accordance with the provisions thereof; provided that the last such installment shall be in an amount sufficient to repay the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon.

This Note is one of Company's "Tranche C Term Notes" in the aggregate principal amount of $193,500,000 and is issued pursuant to and entitled to the benefits of the Amended and Restated Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Tranche C Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Amended and Restated Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii) of the Amended and Restated Credit Agreement, Company and Administrative Agent shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loan evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

B-1

This Note is subject to mandatory prepayment as provided in subsection 2.4B(iii) of the Amended and Restated Credit Agreement and to prepayment at the option of Company as provided in subsection 2.4B(i) of the Amended and Restated Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Amended and Restated Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Amended and Restated Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided in subsections 10.1 and 10.16 of the Amended and Restated Credit Agreement.

Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as provided in subsection 10.2 of the Amended and Restated Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

B-2

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.