INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 23rd, 2014 • GIC Private LTD • 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
TERMINATION FEE COMMITMENT LETTER KOKORO INVESTMENT PTE. LTD. New York, NY 10017 December 14, 2014GIC Private LTD • December 23rd, 2014 • Retail-retail stores, nec
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 agreed to 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.
EQUITY COMMITMENT LETTER KOKORO INVESTMENT PTE. LTD. c/o GIC Special Investments Pte. Ltd. New York, NY 10017 December 14, 2014GIC Private LTD • December 23rd, 2014 • Retail-retail stores, nec
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.
