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Exhibit 10.3  


 
 

LIMITED WAIVER AND THIRD AMENDMENT
  TO AMENDED AND RESTATED CREDIT AGREEMENT    
  


        This LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Waiver and Amendment") is dated as of February 3, 2003 and entered into by and among PETCO ANIMAL
SUPPLIES, INC., a Delaware corporation ("Company"), the financial institutions executing the Consent of Lender (the
"Consent") in the form of Exhibit A annexed hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Wells Fargo"), as administrative agent for Lenders (in such capacity, "Administrative Agent"), and is
made with reference to that certain Amended and Restated Credit Agreement dated as of October 26, 2001, as amended by the Limited Waiver, Consent and Amendment Regarding Initial Public Offering
dated as of February 1, 2002 and as further amended by the Second Amendment to Amended and Restated Credit Agreement dated as of July 31, 2002 (as so amended, the
"Credit Agreement"), by and among Company, Lenders, Administrative Agent, GOLDMAN SACHS CREDIT PARTNERS
L.P., as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the Credit Agreement. 


 
 

RECITALS    
  


        WHEREAS, Company and Lenders desire to waive certain requirements of subsections 2.4B(iii)(d) and 7.5 of the
Credit Agreement in connection with the Offering (as defined below), to amend subsections 1.1, 7.5, 7.8 and 8.11 of the Credit Agreement, and to waive the requirements of subsection 2.4B(iii)(e) for
the Fiscal Year ending February 1, 2003, subject to the terms and conditions set forth herein. 


        NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree
as follows: 


Section 1. EFFECTIVENESS  


        This Waiver and Amendment shall become effective as of the date hereof upon (i) the execution of counterparts hereof by Company and counterparts of the
Consents by Lenders constituting Requisite
Lenders and receipt by Company and the Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof, (ii) the receipt by Administrative
Agent for the account of each Lender that executes this Waiver and Amendment prior to 12:00 Noon, New York Time, January 31, 2003 of a waiver effectiveness fee equal to 0.125% of the sum of
such Lender's Revolving Loan Commitment and the principal amount of the Term Loans held by such Lender and (iii) the receipt by Administrative Agent of counterparts of the Waiver and Amendment
Confirmation dated as of the date hereof in the form of Exhibit B annexed hereto (the "Waiver Confirmation"), executed by each of the Loan
Parties; provided, however, if the Offering is not consummated on or before May 31, 2003, the waiver set forth in Section 2(a) shall
terminate and shall be of no further force and effect and the amendment set forth in Section 3(d) shall not become effective. 


Section 2. WAIVERS  


        (a)  Subject
to the terms and conditions set forth herein and in reliance on the representations and warranties of Company herein contained, Lenders hereby waive compliance
with the provisions of subsections 2.4B(iii)(d) and 7.5 of the Credit Agreement to the extent, and only to the extent, necessary to permit Company to (A) use 100% of the Net Equity Securities
Proceeds of the Offering (as defined below) to redeem or repurchase from time to time up to $40.0 million in aggregate principal amount of its New Senior Subordinated Notes plus any redemption
premiums, interest and transaction expenses related to such redemptions or repurchases and (B) retain any Net Equity Securities Proceeds of the Offering in excess of the amounts applied under
the immediately preceding clause (A); provided that (x) the Offering shall be consummated on or before May 31, 2003, (y) the
Net 







Equity Securities Proceeds of the Offering shall be at least $40.0 million, and (z) simultaneously with the consummation of the Offering, Company shall pay to Administrative Agent for
the account of each Lender that executes this Waiver and Amendment prior to 12:00 Noon, New York Time, January 31, 2003 an offering consummation fee equal to 0.125% of the sum of such Lender's
Revolving Loan Commitment and the principal amount of the Term Loans held by such Lender, it being understood that such offering consummation fee shall not be payable unless the Offering is
consummated. 


        As
used in this Waiver and Amendment, the term "Offering" shall mean a public offering of Company's common stock, including the exercise
of any overallotment option by the underwriters in connection therewith. 


        (b)  Subject
to the terms and conditions set forth herein and in reliance on the representations and warranties of the Company herein contained, Lenders hereby waive
compliance with the provisions of subsection 2.4B(iii)(e) for the Fiscal Year ending February 1, 2003. 


Section 3. AMENDMENTS  


        (a)  Subsection
1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order: 



        "Third Amendment" means the Limited Waiver and Third Amendment to Amended and Restated Credit Agreement, dated as of February 3,
2003, by and among Company, Requisite Lenders and Administrative Agent. 


        "Transaction Costs" means the fees, costs and expenses payable or reimbursable by Company or any of its Subsidiaries in connection with
the transactions contemplated by (i) the Loan Documents and the Related Agreements, (ii) the refinancing of the Existing Senior Subordinated Notes, (iii) the Limited Waiver,
Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002, (iv) the Second Amendment and (v) the Third Amendment. 



        (b)  Subsection
7.5 of the Credit Agreement is hereby amended by adding a new clause (v) at the end thereof: 


        ",
and (v) Company may from and after the date of the Third Amendment (i) redeem or repurchase from time to time through the date which is 270 days after the closing
of the Offering (as defined in the Third Amendment) up to $40.0 million in aggregate principal amount of its New Senior Subordinated Notes with the Net Equity Securities Proceeds of the
Offering as permitted by Section 2(a) of the Third Amendment and (ii) redeem or repurchase from time to time up to an additional $50.0 million in aggregate principal amount of its
New Senior Subordinated Notes, provided that at the time of any redemption or repurchase pursuant to clause (ii) of this subsection 7.5(v), after giving effect to such redemption or repurchase
(including the incurrence of any Indebtedness in connections therewith), the Company's Consolidated Pro Forma Senior Leverage Ratio is less than or equal to 1.25:1.00." 


        (c)  Subsection
7.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 


        "Company
shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures in an aggregate amount in excess of (x) $68,860,710 for the Fiscal
Year ending on the Saturday closest to January 31 in 2003, (y) $85,000,000 for each Fiscal Year ending on the Saturday closest to January 31 in 2004 and 2005, and
(z) $90,000,000 for each Fiscal Year thereafter (such amount, for each Fiscal Year, the "Maximum Expenditure Amount"),  provided that the Maximum
Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending in 2004, shall be increased by an
amount equal to the excess, if any, of the Maximum Expenditure Amount for the previous year (without giving effect to any previous adjustment made in accordance with this proviso) over the actual
amount of Consolidated Capital Expenditures for such previous Fiscal Year, but in no event shall such increase exceed 10% of the Maximum Expenditure Amount for such previous Fiscal Year,  provided, further that notwithstanding the limitations set forth in clauses (x), (y) and (z) herein,
 









Company may make or incur additional Consolidated Capital Expenditures from and after the date of the Third Amendment in an aggregate amount not to exceed $15 million for the purpose of
purchasing the land and improvements comprising Company's corporate headquarters (or a portion thereof)." 


        (d)  Subject
to the effectiveness of the waiver set forth in Section 2(a), subsection 8.11 of the Credit Agreement is hereby amended by deleting all references to
"35%" therein and substituting "20%" therefor. 



SECTION 4. LIMITATION OF WAIVERS  


        Without limiting the generality of the provisions of subsections 10.6, 10.7 and 10.10 of the Credit Agreement, the waivers set forth above shall be limited
precisely as written and relate solely to the noncompliance by Company with the provisions of subsections 2.4B(iii)(d), 2.4B(iii)(e) and 7.5 of the Credit Agreement in the manner and to the extent
described above, and nothing in this Waiver and Amendment shall be deemed to: 


        (a)  constitute
a waiver of compliance by Company with respect to (i) subsections 2.4 or 7.5 of the Credit Agreement in any other instance or (ii) any other
term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein (whether in connection with the Offering or otherwise); or 


        (b)  prejudice
any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any
other instrument or agreement referred to therein. 


        Except
as expressly set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other
respects are hereby ratified and confirmed. 



SECTION 5. REPRESENTATIONS AND WARRANTIES  


        In order to induce Lenders to enter into this Waiver and Amendment, Company hereby represents and warrants that after giving effect to this Waiver and Amendment: 


        (a)  as
of the date hereof, there exists no Event of Default or Potential Event of Default under the Credit Agreement; 


        (b)  all
representations and warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of
the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as
of such earlier date; and 


        (c)  as
of the date hereof, Company has performed all agreements to be performed on its part as set forth in the Credit Agreement. 


Section 6. COUNTERPARTS  


        This Waiver and Amendment may be executed in any number of counterparts and by different parties hereto and thereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 


Section 7. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS  


        On and after the date hereof, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words 









of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Waiver and Amendment. 


Section 8. GOVERNING LAW  


        THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.


[Remainder of page intentionally left bank]







        IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above. 



	COMPANY:	 	 	 
	

 	
 	

PETCO ANIMAL SUPPLIES, INC.
	

 	
 	

By:	

/s/  JAMES M. MYERS      
	 	 	 	
 Name: James M. Myers

Title: Executive Vice President and Chief Financial Officer
	
ADMINISTRATIVE AGENT:	
 	

 	

 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent
	

 	
 	

By:	

/s/  ALEX Y. KIM      
	 	 	 	
 Name: Alex Y. Kim

Title: Vice President
	
LENDERS:	
 	

 	

 
	 	 	Per Individual Consents executed by each signing Lender







 
 

EXHIBIT A
  CONSENT OF LENDER    
  


        This Consent of Lender is delivered by the undersigned Lender with reference to that certain Amended and Restated Credit Agreement dated as of October 26,
2001, as amended by the Limited Waiver, Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002 and as further amended by the Second Amendment to Amended and
Restated Credit Agreement dated as of July 31, 2002 by and among Petco Animal Supplies, Inc., a Delaware corporation, the Lenders from time to time party thereto ("Lenders"), Wells Fargo
Bank, National Association, as Administrative Agent, Goldman Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent. The undersigned Lender
hereby consents to the Limited Waiver and Third Amendment to Amended and Restated Credit Agreement dated as of February 3, 2003. 



	 	 	
 [Name of Lender]
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	








 
 

EXHIBIT B
  WAIVER AND AMENDMENT CONFIRMATION    
  


        This WAIVER AND AMENDMENT CONFIRMATION is dated as of February 3, 2003 (the "Waiver
Confirmation") and entered into by and among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation
("Company"), INTERNATIONAL PET SUPPLIES AND DISTRIBUTION, INC., a
California corporation ("IPSD"), PETCO SOUTHWEST, INC., a California corporation
("Southwest Inc."), PETCO SOUTHWEST, L.P., a California limited partnership
("Southwest L.P."), PET CONCEPTS INTERNATIONAL, a California corporation ("Pet
Concepts"), PM MANAGEMENT INCORPORATED, a California corporation ("PM
Management") (collectively the "Loan Parties") and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for and representative of (in such capacity the "Secured Party") the financial institutions
("Lenders") party to the Credit Agreement referred to below. 


 
 

R E C I T A L S    
  


        WHEREAS, pursuant to that certain Amended & Restated Credit Agreement dated as of October 26, 2001,
as amended by the Limited Waiver, Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002 and as further amended by the Second Amendment to Amended and Restated
Credit Agreement dated as of July 31, 2002 by and among Company, Secured Party, Goldman Sachs Credit Partners, L.P., as syndication agent (in such capacity the
"Syndication Agent"), General Electric Capital Corporation, as documentation agent (in such capacity the "Documentation
Agent") and the Lenders named therein (as amended, the "Credit Agreement", the terms defined therein and not otherwise defined
herein being used herein as therein defined), Lenders extended the credit facilities set forth in the Credit Agreement to Company; and 


        WHEREAS, pursuant to the terms of the Credit Agreement (i) each Loan Party pledged and granted a security interest in certain of
its real property, (ii) each domestic Loan Party pledged all of its capital stock in each of its subsidiaries, whether then existing or thereafter created or acquired, (iii) each of
IPSD, Southwest Inc., Southwest L.P., Pet Concepts and PM Management guaranteed the obligations of Company and (iv) each Loan Party granted a security interest in substantially all of
its assets to the Secured Party; and 


        WHEREAS, Company, Lenders and Secured Party desire to waive and amend certain provisions of the Credit Agreement pursuant to the Limited
Waiver and Third Amendment to Amended and Restated Credit Agreement, dated as of February 3, 2003 (the "Waiver and Amendment"); 


        NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Loan Party and the Secured Party hereby agrees as follows: 


Section 1. CONFIRMATION.  


        (a)  Each
Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Waiver and Amendment and consents to the Waiver and Amendment and this Waiver
Confirmation. Each Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound, and all Collateral encumbered thereby will continue to guaranty or secure, as
the case may be, to the fullest extent possible the payment and performance of all "Obligations," "Guarantied Obligations" and "Secured Obligations" as the case may be (in each case as the applicable
terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such "Obligations," "Guarantied Obligations" and "Secured Obligations,"
as the case may be, in respect of the Obligations of each of the Loan Parties now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein. 


        (b)  Each
Loan Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound, shall continue in full force and effect and
that all of its 









obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Waiver and Amendment. 


        (c)  Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in the Waiver and Amendment, such Guarantor is not
required by the terms of either the Credit Agreement or any other Loan Document to consent to the Waiver and Amendment and (ii) nothing in the Credit Agreement or any other Loan Document shall
be deemed to require the consent of such Guarantor to any future amendments of or waivers to the Credit Agreement. 


Section 2. MISCELLANEOUS.  


        (a)  The
execution, delivery and performance of this Waiver Confirmation shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of the Secured Party or of any Lender under, the Credit Agreement or any of the other Loan Documents. 



        (b)  THIS WAIVER CONFIRMATION SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


        (c)  This
Waiver Confirmation may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart
so that all signature pages are physically attached to the same document.In witness whereof, the parties hereto have caused this Waiver Confirmation to be duly executed and delivered as of the date
first written above. 



	 	 	PETCO ANIMAL SUPPLIES, INC.
	 	 	By	 	 	 	 
	 	 	 	 	

	

 	
 	

 	
 	

Name:	
 	

James M. Myers
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
INTERNATIONAL PET SUPPLIES AND DISTRIBUTION, INC.
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	

 	
 	

 	
 	

Name:	
 	

James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121








	 	 	PETCO SOUTHWEST, INC.
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
PET CONCEPTS INTERNATIONAL
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
PM MANAGEMENT INCORPORATED
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
PETCO SOUTHWEST, L.P.
	 	 	    by PETCO ANIMAL SUPPLIES, INC.

    Its General Partner
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
WELLS FARGO BANK, NATIONAL ASSOCATION

as Secured Party
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	Alex Y. Kim
	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

Address:	
 	

333 South Grand Avenue, 9th Floor

Los Angeles, California 90071









 
 

EXHIBIT A
  CONSENT OF LENDER    
  


        This Consent of Lender is delivered by the undersigned Lender with reference to that certain Amended and Restated Credit Agreement dated as of October 26,
2001, as amended by the Limited Waiver, Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002 and as further amended by the Second Amendment to Amended and
Restated Credit Agreement dated as of July 31, 2002 by and among Petco Animal Supplies, Inc., a Delaware corporation, the Lenders from time to time party thereto ("Lenders"), Wells Fargo
Bank, National Association, as Administrative Agent, Goldman Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent. The undersigned Lender
hereby consents to the Limited Waiver and Third Amendment to Amended and Restated Credit Agreement dated as of February 3, 2003. 



	 	 	
 [Name of Lender]
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	








 
 

EXHIBIT B
  WAIVER AND AMENDMENT CONFIRMATION    
  


        This WAIVER AND AMENDMENT CONFIRMATION is dated as of February 3, 2003 (the "Waiver
Confirmation") and entered into by and among PETCO ANIMAL SUPPLIES, INC., a Delaware corporation
("Company"), INTERNATIONAL PET SUPPLIES AND DISTRIBUTION, INC., a California corporation
("IPSD"), PETCO SOUTHWEST, INC., a California corporation
("Southwest Inc."), PETCO SOUTHWEST, L.P., a California limited partnership
("Southwest L.P."), PET CONCEPTS INTERNATIONAL, a California corporation ("Pet
Concepts"), PM MANAGEMENT INCORPORATED, a California corporation ("PM
Management") (collectively the "Loan Parties") and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for and representative of
(in such capacity the "Secured Party") the financial institutions ("Lenders") party to the Credit
Agreement referred to below. 


 
 

R E C I T A L S    
  


        WHEREAS, pursuant to that certain Amended & Restated Credit Agreement dated as of October 26, 2001,
as amended by the Limited Waiver, Consent and Amendment Regarding Initial Public Offering dated as of February 1, 2002 and as further amended by the Second Amendment to Amended and Restated
Credit Agreement dated as of July 31, 2002 by and among Company, Secured Party, Goldman Sachs Credit Partners, L.P., as syndication agent (in such capacity the
"Syndication Agent"), General Electric Capital Corporation, as documentation agent (in such capacity the "Documentation
Agent") and the Lenders named therein (as amended, the "Credit Agreement", the terms defined therein and not otherwise defined
herein being used herein as therein defined), Lenders extended the credit facilities set forth in the Credit Agreement to Company; and 


        WHEREAS, pursuant to the terms of the Credit Agreement (i) each Loan Party pledged and granted a security interest in certain of
its real property, (ii) each domestic Loan Party pledged all of its capital stock in each of its subsidiaries, whether then existing or thereafter created or acquired, (iii) each of
IPSD, Southwest Inc., Southwest L.P., Pet Concepts and PM Management guaranteed the obligations of Company and (iv) each Loan Party granted a security interest in substantially all of
its assets to the Secured Party; and 


        WHEREAS, Company, Lenders and Secured Party desire to waive and amend certain provisions of the Credit Agreement pursuant to the Limited
Waiver and Third Amendment to Amended and Restated Credit Agreement, dated as of February 3, 2003 (the "Waiver and Amendment"); 


        NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Loan Party and the Secured Party hereby agrees as follows: 


Section 1. CONFIRMATION.  


        (a)  Each
Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Waiver and Amendment and consents to the Waiver and Amendment and this Waiver
Confirmation. Each Loan Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound, and all Collateral encumbered thereby will continue to guaranty or secure, as
the case may be, to the fullest extent possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations" as the case may be (in each case as the applicable terms are defined in the applicable Credit Support Document), including, without limitation, the payment and
performance of all such "Obligations," "Guarantied Obligations" and "Secured Obligations," as the case may be, in respect of the Obligations of each of the Loan Parties now or hereafter existing under
or in respect of the Credit Agreement and the Notes defined therein. 


        (b)  Each
Loan Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound, shall continue in full force and effect and
that all of its 









obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Waiver and Amendment. 


        (c)  Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in the Waiver and Amendment, such Guarantor is not
required by the terms of either the Credit Agreement or any other Loan Document to consent to the Waiver and Amendment and (ii) nothing in the Credit Agreement or any other Loan Document shall
be deemed to require the consent of such Guarantor to any future amendments of or waivers to the Credit Agreement. 


Section 2. MISCELLANEOUS.  


        (a)  The
execution, delivery and performance of this Waiver Confirmation shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of the Secured Party or of any Lender under, the Credit Agreement or any of the other Loan Documents. 



        (b)  THIS WAIVER CONFIRMATION SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


        (c)  This
Waiver Confirmation may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same document.In witness whereof, the parties hereto have caused this Waiver Confirmation to be duly
executed and delivered as of the date first written above. 



	 	 	PETCO ANIMAL SUPPLIES, INC.
	 	 	By	 	 	 	 
	 	 	 	 	

	

 	
 	

 	
 	

Name:	
 	

James M. Myers
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
INTERNATIONAL PET SUPPLIES AND DISTRIBUTION, INC.
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	

 	
 	

 	
 	

Name:	
 	

James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121








	 	 	PETCO SOUTHWEST, INC.
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
PET CONCEPTS INTERNATIONAL
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
PM MANAGEMENT INCORPORATED
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
PETCO SOUTHWEST, L.P.
	 	 	    by PETCO ANIMAL SUPPLIES, INC.

    Its General Partner
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	James M. Myers
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	

 	
 	

Address:	
 	

9125 Rehco Road

San Diego, California 92121
	

 	
 	
WELLS FARGO BANK, NATIONAL ASSOCATION

as Secured Party
	

 	
 	

By	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	Alex Y. Kim
	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

Address:	
 	

333 South Grand Avenue, 9th Floor

Los Angeles, California 90071











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LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

RECITALS

EXHIBIT A CONSENT OF LENDER

EXHIBIT B WAIVER AND AMENDMENT CONFIRMATION

R E C I T A L S


EXHIBIT A CONSENT OF LENDER

EXHIBIT B WAIVER AND AMENDMENT CONFIRMATION

R E C I T A L S