Petco Holdings Inc Watch

from S-1 45 pages 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”). A. Borrower Has Requested That Bank Provide a Construction Loan to Borrower to Finance the Construction of the Improvements on the Real Property. B. Bank Is Willing to Provide the Loan Upon the Terms and Conditions Set Forth Herein. Therefore, the Parties Hereto Agree as Follows

from S-1 78 pages 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 Agent

from S-1 22 pages First Amendment to Abl Credit Agreement

from S-1 157 pages 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 Subsidiaries of Petco Animal Supplies, Inc. From Time to Time Party Hereto Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Bookrunners and Joint Lead Arrangers Bank of America, N.A., as Syndication Agent, and Jpmorgan Chase Bank, N.A. and Union Bank, N.A., as Co-Documentation Agents

from S-1 40 pages 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 Agent

from S-1 304 pages B. the Borrower Has Requested That the Credit Agreement Be Amended To, Among Other Things, Provide for New Term Loans (The “New Loans”) in an Aggregate Principal Amount of $1,197,437,500, the Proceeds of Which, Together With Cash on Hand, Will Be Used by the Borrower to (I) Repay in Full All Outstanding Loans (The “Old Loans”) Under the Credit Agreement and (II) Pay Fees and Expenses Incurred in Connection With the Foregoing. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. Capitalized Terms Used but Not Defined in This Amendment Have the Meanings Assigned Thereto in the Credit Agreement. the Provisions of Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2. Amendment of the Credit Agreement. Effective as of the Amendment Effective Date (As Defined Below): (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Inserting the Following Definition in Its Correct Alphabetical Order: ““Amendment No. 3 Effective Date” Means February 4, 2013.” (B) the Definition of “Applicable Rate” in Section 1.01 of the Credit Agreement Is Hereby Amended by (1) Replacing “3.25%” With “3.00%” and (2) Replacing “2.25%” With “2.00%”

from S-1 6 pages 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. A. Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Borrower. B. the Borrower Has Requested That the Credit Agreement Be Amended to Permit the Payment of Certain Restricted Payments Pursuant to Section 6.04(a) Thereof and the Lenders Are Willing to Make Such Amendment Subject to the Terms and Conditions Set Forth Herein. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. Capitalized Terms Used but Not Defined in This Amendment Have the Meanings Assigned Thereto in the Credit Agreement. the Provisions of Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2. Amendment of the Credit Agreement. Effective as of the Amendment Effective Date (As Defined Below), Section 6.04 of the Credit Agreement Is Hereby Amended By: (A) Deleting the Phrase “, With Respect to Restricted Investments Only,” at the End of the First Paragraph of Clause (A) of Such Section 6.04 Prior to Subclause (I) Thereof; and (B) Deleting Each Reference to “Restricted Investment” and “Restricted Investments”: (I) at the End of the First Paragraph of Clause (A) of Such Section 6.04 Prior to Subclause (I) Thereof; (II) in Clause (A)(iii) of Such Section 6.04 Prior to Subclause (A) Thereof;

from S-1 277 pages B. the Borrower Has Requested That the Credit Agreement Be Amended To, Among Other Things, Provide for New Term Loans (The “New Loans”) in an Aggregate Principal Amount of $1,225,000,000, the Proceeds of Which Will Be Used by the Borrower to (I) Repay in Full All Outstanding Loans (The “Old Loans”) Under the Credit Agreement and (II) Pay Fees and Expenses Incurred in Connection With the Foregoing. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. Capitalized Terms Used but Not Defined in This Amendment Have the Meanings Assigned Thereto in the Credit Agreement. the Provisions of Section 1.03 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2. Amendment of the Credit Agreement. Effective as of the Amendment Effective Date (As Defined Below): (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Inserting the Following Definition in Its Correct Alphabetical Order: ““Amendment No. 1 Effective Date” Means February 25, 2011.” (B) the Definition of “Applicable Rate” in Section 1.01 of the Credit Agreement Is Hereby Amended by (1) Replacing “4.50%” With “3.25%” and (2) Replacing “3.50%” With “2.25%”

from S-1 135 pages 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 Supplies, Inc. From Time to Time Party Hereto

from S-1 4 pages Debtor Name Petco Real Estate Holdings III LLC, a Delaware Limited Liability Company Debtor Address Office 95302 Loan Number 9125 Rehco Road, San Diego, Ca 92121 Maturity Date August 1, 2016 (Subject to Extension to a Date Which Is 102 Months Following the “Conversion Date” if the Loan Is Converted Under Section 2.5 of the Loan Agreement Referenced Below) Amount $10,000,000.00

from S-1 4 pages Debtor Name Petco Real Estate Holdings III LLC, a Delaware Limited Liability Company Debtor Address Office 95302 Loan Number 9125 Rehco Road, San Diego, Ca 92121 Maturity Date August 1, 2016 (Subject to Extension to a Date Which Is 102 Months Following the “Conversion Date” if the Loan Is Converted Under Section 2.5 of the Loan Agreement Referenced Below) Amount $32,700,000.00