INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 19th, 2014 • Longview Asset Management, LLC • Retail-retail stores, nec • Delaware
This Interim Investors Agreement (the “Agreement”) is made as of December 14, 2014, by and among Longview Asset Management, LLC (the “Rollover Investor”), Argos Holdings Inc., Kokoro Investment Pte Ltd. (“GIC”), Caisse de dépôt et placement du Québec (“Caisse”), StepStone K Strategic Opportunities Fund, L.P., StepStone K Strategic Opportunities Fund II, L.P., StepStone Capital Partners III, L.P. and StepStone Capital Partners III Offshore Holdings, L.P. (“Stepstone”) and BC European Capital IX-1 to 11 LP (“BCP”, and together with GIC, Caisse and Stepstone, the “Initial Investors”). The Initial Investors and the Rollover Investor are collectively referred to herein as the “Consortium Investors.” The Consortium Investors, together with any other party joining this Agreement after the date hereof (the “Joining Investors”) are collectively referred to herein as the “Investors.” References in this Agreement to “Parent” shall mean either (x) Argos Holdings Inc. or (y) another entity through
Rollover Commitment Letter Longview Asset Management, LLC Chicago, Illinois 60601 December 14, 2014Longview Asset Management, LLC • December 19th, 2014 • Retail-retail stores, nec • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 14, 2014, by and among Argos Holdings Inc., a Delaware corporation (“Parent”), PetSmart, Inc., a Delaware corporation (the “Company”), and Argos Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. References in this letter agreement to “Parent” shall mean either (x) Argos Holdings, Inc. or (y) another entity through which the Investors (as defined in the Interim Investors Agreement, dated the date hereof, among the Investor and the other parties thereto (the “Interim Investors Agreement”)) will purchase their ownership interests in Argos Holdings, Inc., as the context requires.
