FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of ________, ___ (the “Effective Date”) by and between Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
INTERCREDITOR AGREEMENT dated as of January 26, 2016, among CITIBANK, N.A., as ABL Agent (as defined below) and CITIBANK, N.A., as Initial Term Loan Agent (as defined below), and acknowledged and agreed to by PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), as the initial borrower under the Initial Term Loan Credit Agreement and the ABL Credit Agreement (each as defined below) and concurrently with and following the assignment of the obligations of initial borrower on the Closing Date pursuant the Initial Term Loan Credit Agreement and the ABL Credit Agreement, the Merger and the LLC Conversion have been completed, in its capacity as Holdings (“Holdings”) and concurrently with and following the consummation of the Merger, and assumption of the initial borrower’s obligations pursuant to the Initial Term Loan Credit Agreement and ABL Credit Agreement, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Company”), as the borrower under the Initial
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT,Intercreditor Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and, collectively, the “Grantors”), and CITIBANK, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This Retention Bonus Agreement (Agreement) is effective on April 1, 2020, by and between Michelle Bonfilio (hereinafter “Employee”) and Petco Animal Supplies Stores., Inc. (hereinafter “Company”). In consideration of the mutual promises made herein, the Company and Employee agree as follows.
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
REVOLVING CREDIT AGREEMENT, dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.23 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.23, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Successor Borrower”), the Lenders and other Issuing Banks party hereto from time to time and CITIBANK, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral age
COMMON SERIES C UNIT AWARD AGREEMENTCommon Series C Unit Award Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • Delaware
THIS COMMON SERIES C UNIT AWARD AGREEMENT (this “Award”) is made as of (the “Grant Date”) between Scooby LP, a limited partnership organized under the laws of the State of Delaware (the “Partnership”), and the individual set forth on the signature page hereto (the “Participant”);
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of January 26, 2016 (as amended by the First Amendment Agreement dated as of June 17, 2016 and the Second Amendment Agreement dated as of January 27, 2017, and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.22 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.22, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Successor Borrower”), the Lenders party hereto from time to time and CITIBANK, N.A., as adminis
EMPLOYMENT AGREEMENT BETWEEN PETCO ANIMAL SUPPLIES, INC. AND DARREN MACDONALDEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 25, 2019 (the “Effective Date”) by and between Petco Animal Supplies, Inc., a Delaware corporation (“Petco” or “the Company”) and Darren MacDonald (“Executive”). Petco and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.”
RELEASE OF CLAIMS AGREEMENTRelease of Claims Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This RELEASE OF CLAIMS AGREEMENT (this “Agreement”) is entered into by and between Petco Animal Supplies Stores, Inc. (the “Operating Company”), Scooby LP (solely for the purposes specified herein) (the “Ultimate Parent”), PET Acquisition LLC (solely for the purposes specified herein) (“PET Acquisition” and, collectively with the foregoing entities, the “Petco Affiliated Entities”) and Laura Wilkin (“Executive”), for the good and sufficient consideration set forth below, as follows, effective as of August 13, 2019 (the “Effective Date”).
AMENDMENT TO EMPLOYMENT AGREEMENT January 26, 2016Employment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“AMENDMENT”), is entered into as of January 26, 2016, by and between Petco Animal Supplies Stores, Inc., Scooby LP (solely for the purposes specified herein) (the “Ultimate Parent”) and Michael Nuzzo, and amends certain provisions of the Employment Agreement by and among Petco Animal Supplies Stores, Inc. and Michael Nuzzo effective as of April 8, 2015 (the “Employment Agreement”). Capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Employment Agreement.
FORM OF STOCKHOLDER’S AGREEMENTStockholder’s Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • Delaware
This STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of , 202_1 is entered into by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), and , a Delaware limited partnership (together with its Permitted Transferees (as defined below) who are assignees pursuant to Section 5.9 hereof, the “Principal Stockholder”).
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 26, 2016, among PET ACQUISITION MERGER SUB LLC, (to be merged with and into PETCO HOLDINGS, INC.) as the Initial Borrower, and immediately after giving effect to the Merger, as Holdings,...Guarantee and Collateral Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and, collectively, the “Grantors”), and CITIBANK, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
REVOLVING CREDIT AGREEMENT, dated as of January 26, 2016, among PET ACQUISITION MERGER SUB LLC, (to be merged with and into PETCO HOLDINGS, INC.) as the Initial Borrower, and immediately after giving effect to the Merger, as Holdings, PETCO ANIMAL...Revolving Credit Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
REVOLVING CREDIT AGREEMENT, dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.23 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.23, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Successor Borrower”), the Lenders and other Issuing Banks party hereto from time to time and CITIBANK, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral age
EMPLOYMENT AGREEMENT BETWEEN PETCO ANIMAL SUPPLIES STORES, INC. AND MICHAEL NUZZOEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 8th, 2015 (the “Effective Date”) by and between Petco Animal Supplies Stores, Inc., a Delaware corporation (“Petco” or “the Company”), and Michael Nuzzo (“Executive”). Petco and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.”
EMPLOYMENT AGREEMENT BETWEEN PETCO ANIMAL SUPPLIES, INC. AND RON V. COUGHLINEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 4, 2018 (the “Effective Date”) by and between Petco Animal Supplies, Inc., a Delaware corporation (“Petco” or “the Company”) and Ron V. Coughlin (“Executive”). Petco and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.”
TERM LOAN CREDIT AGREEMENT, dated as of January 26, 2016, among PET ACQUISITION MERGER SUB LLC, (to be merged with and into PETCO HOLDINGS, INC.) as the Initial Borrower, and immediately after giving effect to the Merger, as Holdings, PETCO ANIMAL...Merger Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.22 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.22, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Successor Borrower”), the Lenders party hereto from time to time and CITIBANK, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, an
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of January 26, 2016 (as amended by the First Amendment Agreement dated as of June [● ], 2016, and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.22 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “ Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.22, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “ Successor Borrower”), the Lenders party hereto from time to time and CITIBANK, N.A., as administrative agent (in such capacity, and as further defined in S
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) is made and entered into as of December 3, 2020 to be effective immediately prior to the consummation of the Qualified Public Offering (as defined below) (the date of such consummation, the “Effective Date”) by and between Petco Animal Supplies Stores, Inc., a Delaware corporation (“Petco” or “the Company”), PET Acquisition LLC, a Delaware limited liability company (including its successor, Petco Health and Wellness Company, Inc., “Parent”), and Ronald V. Coughlin (“Executive”) and supersedes in its entirety that certain employment agreement dated as of June 4, 2018 (such date, the “Prior Effective Date”) between the Company and the Executive. Petco, Parent and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.” If the Qualified Public Offering does not occur on or before June 30, 2021, this Agreement shall be null and void and the P
SECOND AMENDED AND RESTATED SPECIAL RETENTION BONUS AGREEMENTSpecial Retention Bonus Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
THIS SECOND AMENDED AND RESTATED SPECIAL RETENTION BONUS AGREEMENT (this “Agreement”) is entered into as of December 3, 2020, between Petco Animal Supplies Stores, Inc., a Delaware corporation (the “Company”), PET Acquisition LLC, a Delaware limited liability company (including its successor, Petco Health and Wellness Company, Inc., “Parent”), and Michael Nuzzo (the “Employee”).
