AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 14th, 2005 • Petco Animal Supplies Inc • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), dated as of January 13, 2005, is among PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), PETCO Holding Co., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“HoldingCo”), and PETCO Merger Co., a Delaware corporation and a direct, wholly-owned subsidiary of HoldingCo (“MergerCo”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • January 14th, 2005 • Petco Animal Supplies Inc • Retail-retail stores, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 14, 2005, among PETCO Animal Supplies, Inc., a Delaware corporation formerly known as PETCO Holding Co. (“Holdings”), the parent corporation of PETCO Animal Supplies Stores, Inc. (or its permitted successor), a Delaware corporation formerly known as PETCO Animal Supplies, Inc. (“Issuer”), E-Pet Services, a subsidiary of Issuer and a California corporation (“E-Pet CA”), E-Pet Services, LLC, a subsidiary of E-Pet CA and a Virginia limited liability company (“E-Pet VA” and together with Holdings and E-Pet CA, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank N.A., as trustee under the indenture referred to below (the “Trustee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 14th, 2005 • Petco Animal Supplies Inc • Retail-retail stores, nec • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), is entered into as of January 13, 2005, by and between PETCO Holding Co. (“New PETCO”) and PETCO Animal Supplies, Inc. (“Old PETCO”).
