SC 13E3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(RULE 13E-100)

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

PETCO ANIMAL SUPPLIES, INC.

(Name of the Issuer)

PETCO ANIMAL SUPPLIES, INC.

GREEN EQUITY INVESTORS IV, L.P.

GEI CAPITAL IV, LLC

TPG PARTNERS V, L.P.

TPG ADVISORS V, INC.

ROVER HOLDINGS CORP.

ROVER ACQUISITION CORP.

(Name of Person(s) Filing Statement)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

716016 20.9

(CUSIP Number of Class of Securities)

JOHN G. DANHAKL Partner Leonard Green & Partners, L.P. 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 (310) 954-0444	DARRAGH J. DAVIS, ESQ. Vice President, General Counsel and Corporate Secretary PETCO Animal Supplies, Inc. 9125 Rehco Road San Diego, California 92121 (858) 453-7845
DAVID A. SPURIA Vice President and General Counsel Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 (817) 871-4000
Copy to:
NICHOLAS P. SAGGESE, ESQ. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071-3144 (213) 687-5000	DAVID R. SNYDER, ESQ. T. MICHAEL HIRD, ESQ. Pillsbury Winthrop Shaw Pittman LLP 501 West Broadway, Suite 1100 San Diego, California 92101-3575 (619) 234-5000

(Name, address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. ¨	The filing of a registration statement under the Securities Act of 1933.
c. ¨	A tender offer.
d. ¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$1,694,981,486	$181,363.02

* For purposes of calculating the amount of the filing fee only. The filing fee was determined by adding (x) the product of (i) the number of shares of common stock, par value $0.001 per share, of PETCO Animal Supplies, Inc. (“Common Stock”) that are proposed to be acquired in the merger and (ii) the merger consideration of $29.00 in cash per share of Common Stock, plus (y) $24,082,367 expected to be paid to holders of stock options with an exercise price of less than $29.00 per share granted by PETCO Animal Supplies, Inc. to purchase shares of Common Stock in exchange for the cancellation of such options plus (z) $11,024,350 expected to be paid to holders of restricted stock units in exchange for the cancellation of such units ((x), (y) and (z) together, the “Total Consideration”). The payment of the filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the Total Consideration by 0.000107.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $181,363.02

Form or Registration No.: Schedule 14A—Preliminary Proxy Statement

Filing Parties: PETCO Animal Supplies, Inc.

Date Filed: August 11, 2006

Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed by (1) PETCO Animal Supplies, Inc., a Delaware corporation (“PETCO” or the “Company”), the issuer of common stock, par value $0.001 per share (the “Common Stock”), that is subject to the Rule 13e-3 transaction, (2) Green Equity Investors IV, L.P., a Delaware limited partnership (“GEI IV”), (3) GEI Capital IV, LLC, a Delaware limited liability company (“GEI Capital”), (4) TPG Partners V, L.P., a Delaware limited partnership (“TPG V”), (5) TPG Advisors V, Inc., a Delaware corporation (“TPG Advisors”), (6) Rover Holdings Corp., a Delaware corporation (“Buyer”), and (7) Rover Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”). This Schedule 13E-3 relates to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 13, 2006, by and among PETCO, Buyer and Merger Sub.

Concurrently with the filing of this Schedule 13E-3, PETCO is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of stockholders holding a majority of the shares of Common Stock outstanding as of the close of business on the record date.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.

All information contained in this Statement concerning any of the Filing Persons has been provided by such Filing Person and no other Filing Person, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

The filing of this Statement shall not be construed as an admission by any Filing Person or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person, or that any other Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

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Item 2. Subject Company Information

Regulation M-A Item 1002

(a) The information contained in the section of the Proxy Statement entitled “THE COMPANIES—PETCO Animal Supplies, Inc.” is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“INTRODUCTION”

“THE SPECIAL MEETING—Record Date; Quorum and Voting”

(c)-(d) The information contained in the section of the Proxy Statement entitled “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

(e) Not applicable.

(f) The information contained in the section of the Proxy Statement entitled “SPECIAL FACTORS—Relationship Between Us and Leonard Green and TPG” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

Regulation M-A Item 1003

(a) The information set forth in the Proxy Statement under the following captions and in paragraph (c) below are incorporated herein by reference:

“THE COMPANIES”

“SPECIAL FACTORS—Relationship Between Us and Leonard Green and TPG”

(b) The information contained in the section of the Proxy Statement entitled “THE COMPANIES” is incorporated herein by reference.

(c) The information contained in the section of the Proxy Statement set forth under the caption “THE COMPANIES” is incorporated herein by reference.

PETCO Information: Set forth below for each director and executive officer of PETCO is his or her respective present principal occupation or employment, the name of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of each such director and executive officer. None of PETCO nor, to the knowledge of PETCO, any of the PETCO directors or executive officers listed below has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of PETCO nor, to the knowledge of PETCO, any of the PETCO directors or executive officers listed below has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each PETCO individual listed below, with the exception of Messrs. Day and Maslen, are citizens of the United States. Mr. Day is a citizen of Britain and Mr. Maslen is a citizen of Australia.

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PETCO’s Executive Officers:

Brian K. Devine, Chairman of the Board, joined PETCO in August 1990. He served as President and Chief Executive Officer until March 2004 and has served as Chairman of the Board since January 1994. Prior to joining the Company, Mr. Devine was President of Krause’s Sofa Factory, a furniture retailer and manufacturer, from 1988 to 1989. From 1970 to 1988, Mr. Devine was employed by Toys “R” Us, a retailer of children’s toys, in various positions, including Senior Vice President, Director of Stores, and Senior Vice President, Growth, Development and Operations. From 1963 until 1970, Mr. Devine was Statistical Advisor for Planning for the U.S. Department of Health, Education and Welfare. Mr. Devine graduated from Georgetown University in 1963 with a B.A. degree in economics and currently serves as a board member of Wild Oats Markets, Inc., a publicly held retailer and distributor of natural foods, the Retail Industry Leaders Association, the National Retail Federation, Students in Free Enterprise, Georgetown University Board of Regents, Georgetown University College Board of Advisors, San Diego International Sports Council and the San Diego Padres.

James M. Myers, Chief Executive Officer and a director, joined PETCO in May 1990. Mr. Myers was named Chief Executive Officer in March 2004. From 1998 to 2004, Mr. Myers served as Executive Vice President and Chief Financial Officer of PETCO. From 1996 to 1998, Mr. Myers served as Senior Vice President, Finance and before that as Vice President, Finance and as Vice President and Controller of PETCO. From 1980 to 1990, Mr. Myers held various positions at the accounting firm of KPMG LLP, including Senior Audit Manager. Mr. Myers has served as a director since October 2000. Mr. Myers earned a CPA and received an accounting degree from John Carroll University.

Bruce C. Hall, President and Chief Operating Officer, joined PETCO in April 1997. Mr. Hall was named President in March 2004 and has been serving as Chief Operating Officer since March 2001. Mr. Hall spent 34 years from 1963 to 1997 with Toys “R” Us, a retailer of children’s toys, where he progressively advanced from field operations through a number of positions, including Senior Vice President of Operations.

David E. Bolen, Executive Vice President and Chief Merchandising Officer, joined PETCO in January of 2006. From 2001 to 2006, Mr. Bolen was Executive Vice President for Merchandising, Marketing and Supply Chain at Jo-Ann Stores, Inc. From 1997 to 2000, Mr. Bolen was Executive Vice President of Operations for Jo-Ann Stores. From 1994 to 1996, Mr. Bolen was Executive Vice-President, Operations at Michael’s Stores, Inc. From 1988 to 1994, Mr. Bolen held various senior executive positions with Leeward’s Creative Crafts where he was ultimately named Chief Operating Officer. From 1968 to 1985, Mr. Bolen held various operations, merchandising and store leadership positions with a number of retailers. Mr. Bolen has over 35 years of retail and specialty retail experience.

Rodney Carter, Senior Vice President and Chief Financial Officer, joined PETCO in March 2004. From 2000 to 2003, Mr. Carter was Executive Vice President and Chief Financial Officer of CEC Entertainment, Inc. He spent 12 years with J.C. Penney Company, Inc. from 1988 to 2000, where he progressively advanced through a number of positions including CFO of JCPenney Credit and CFO of JCPenney Direct Marketing Services, Inc. Prior to J.C. Penney, Mr. Carter was in corporate banking for five years. Mr. Carter has a bachelor’s degree from Texas Tech University, an M.B.A. from Southern Methodist University, and a Masters in International Management from Thunderbird, The Garvin School of International Management.

Frederick W. Major, Senior Vice President, Information Systems, joined PETCO in April 1988 and became Senior Vice President, Information Systems in March 2002. Mr. Major initially served as Management Information Systems Manager and then as Director of Information Systems and most recently as Vice President of Information Systems. From 1983 to 1988, Mr. Major was a Systems Analyst at General Dynamics Corporation. Mr. Major graduated from National University with a degree in computer science.

Janet D. Mitchell, Senior Vice President, Human Resources and Administration, joined PETCO in February 1989. From 1989 to 1998, Ms. Mitchell served as Vice President, Human Resources. From 1981 to 1989, Ms. Mitchell held various management positions in human resources with the Southland Corporation’s 7-Eleven stores. From 1978 to 1981, Ms. Mitchell held various positions with the El Torito Restaurant chain. Ms. Mitchell holds a B.A. degree from San Diego State University.

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Razia Richter, Senior Vice President, Supply Chain, joined PETCO in 1991 and became Senior Vice President, Supply Chain in March 2004. Ms. Richter was most recently Vice President of Southwest Store Operations. Prior to that Ms. Richter held various positions in the Company including Vice President, Inventory Management and Analytical Services; Vice President, Business Development; and Controller. Prior to joining PETCO, Ms. Richter held various accounting positions at the accounting firm KPMG LLP. She earned her CPA, and has an accounting degree from San Diego State University and an M.B.A. from the University of San Diego.

William M. Woodard, Senior Vice President, Business Development, joined PETCO in January 1991. From 1991 to 1999, Mr. Woodard served as Senior Vice President, Store Operations. From 1987 to 1990, Mr. Woodard was Vice President, Director of Marketing at J. M. Jones, Inc., a wholesale division of SuperValu Stores, Inc. From 1970 to 1987, Mr. Woodard was employed by Safeway Stores, Inc., a grocery retailer, in a number of positions including Retail Operations Manager and Marketing Operations Manager. Mr. Woodard holds an administrative management degree from North Texas State University and an M.B.A. in marketing from the University of Southern California.

PETCO’s Directors (other than Messrs. Danhakl, Devine and Myers):

David B. Appel has served as a director since April 2004. Mr. Appel currently serves as Chairman of Orange Glo International, a privately-held marketer of cleaning and home care products. Mr. Appel joined Orange Glo in 1999 as Chief Operating Officer, and was named Chairman in 2001. Prior to Orange Glo International, Mr. Appel was a partner with Accenture (formerly Andersen Consulting), serving retail and consumer goods companies for 17 years in San Francisco, Paris and Tokyo. Mr. Appel earned both his B.A. and M.B.A. from the University of Chicago.

Sandra N. Bane has served as a director since April 2004. Ms. Bane is a retired audit partner from KPMG LLP, having served 24 years with the firm. While at KPMG LLP, Ms. Bane headed the Western Region’s Merchandising practice, helped establish the Employee Benefits audit specialist program and was partner-in-charge of the Western Region’s Human Resource department for two years. She is a member of the American Institute of Certified Public Accountants and the California Society of CPAs. Ms. Bane serves on the Board of Directors of Big 5 Sporting Goods, Inc. and TransAmerica Premier Funds. Ms. Bane graduated from California State University Long Beach in 1975 with a degree in accounting.

David T. Ching has served as a director since November 2005. Mr. Ching currently serves as Senior Vice President and Chief Information Officer for Safeway Inc. Prior to joining Safeway in 1994, Mr. Ching was General Manager-North America for British American Consulting Group, a software/consulting firm focusing on the distribution and retail industry. From 1979 to 1993, Mr. Ching was with Lucky Stores Inc., most recently as Senior Vice President of Information Systems. From 1975 to 1979, Mr. Ching held information technology management positions at Bell Canada and at Control Data Canada. Mr. Ching holds a master’s degree in management sciences from Stanford University, a master’s degree in computer sciences from the University of California, Berkeley, and a bachelor’s degree in electrical engineering from the University of Wisconsin, Madison.

Julian C. Day has served as a director since November 2000. In July 2006, Mr. Day became the Chief Executive Officer of RadioShack. From October 2004 to April 2006 Mr. Day served as a Director of Sears Holdings Corporation. Mr. Day served as the Chief Executive Officer and a Director of Kmart, from January 2003 to October 2004. From March 2002 to January 2003, Mr. Day served as the President and Chief Operating Officer of Kmart Corporation. From 1999 to 2000, Mr. Day was with Sears Roebuck, most recently as Executive Vice President and Chief Operating Officer. From 1992 to 1998, Mr. Day was with Safeway Inc., where he became Executive Vice President and Chief Financial Officer. Mr. Day is a graduate of Oxford University.

Charles W. Duddles has served as a director since March 2002. Mr. Duddles served most recently as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Jack in the Box Inc., the operator and franchiser of the Jack in the Box restaurant chain, where he spent more than 21 years until his retirement in August 2001. Mr. Duddles was formerly a CPA and received an accounting degree from Ferris State University.

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Peter Maslen has served as a director since October 2005. Mr. Maslen is CEO of The HansonMaslen Group, LLC, a private investment, development and consulting firm. From 1999 to 2003, Mr. Maslen served as President of Starbucks Coffee International. Prior to that, he was President of Tricon Restaurants Central Europe (now YUM! Brands, Inc.) and held executive leadership positions at PepsiCo and Mars, Inc. internationally. Mr. Maslen serves on the boards of Herbalife Ltd. and a number of privately held companies. He is currently chairman of the Global Business Advisory Board at the University of Washington Business School and a member of the Advisory Board of the Albers School of Business and Economics at Seattle University.

GEI IV and TPG V Entities Information: Set forth below for each member of GEI Capital (the general partner of GEI IV) and each director and executive officer of TPG Advisors (the general partner of the general partner of TPG V), Buyer and Merger Sub, is his or her respective present principal occupation or employment, the name of the organization in which such occupation or employment is conducted and the five-year employment history of each such person. The managers of GEI Capital are Jonathan D. Sokoloff, John G. Danhakal and Peter J. Nolan, and the members of GEI Capital are Jonathan A. Seiffer, John M. Baumer and Timothy J. Flynn. The directors of TPG Advisors are David Bonderman and James Coulter, and the executive officers of TPG Advisors are David Bonderman (Chairman of the Board and President), James Coulter (Vice President), John Viola (Vice President and Treasurer), David A. Spuria (Vice President and Secretary), Thomas Reinhart (Vice President), Jonathan Coslet (Vice President), and Thomas Keltner (Chief Compliance Officer).

During the past five years, none of Buyer, Merger Sub, GEI IV, GEI Capital, TPG V, TPG Advisors, and none of their respective directors and executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the past five years, none of Buyer, Merger Sub, GEI IV, GEI Capital, TPG V, TPG Advisors, and none of their respective directors and executive officers has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. Each of the individuals listed below are citizens of the United States.

GEI IV

John M. Baumer has been a partner of Leonard Green & Partners, L.P. , a Delaware limited partnership (“Leonard Green”) since January 2001. Mr. Baumer was a vice president at Leonard Green from May 1999 to January 2001. Mr. Baumer is currently a member and senior vice president of GEI Capital, the general partner of GEI IV, and has also served as a director and Vice President of both Buyer and Merger Sub since their respective formations. Before joining Leonard Green, Mr. Baumer was first an associate and then a vice president in the corporate finance division of Donaldson, Lufkin & Jenrette in Los Angeles.

John G. Danhakl became a director of the Company in October 2000. Mr. Danhakl has been a partner of Leonard Green since 1995. Prior to joining Leonard Green, Mr. Danhakl was a Managing Director in the Los Angeles office of Donaldson, Lufkin & Jenrette, or DLJ, and had been with DLJ since 1990. Prior to joining DLJ, Mr. Danhakl was a Vice President at Drexel Burnham Lambert from 1985 to 1990. Mr. Danhakl presently serves on the Boards of Directors of Arden Group, Inc., Horseshows in the Sun (HITS), Leslie’s Poolmart, Inc., The Neiman Marcus Group, Inc., Rite Aid Corporation and The Tire Rack, Inc. Mr. Danhakl has been a manager and member of GEI Capital, the general partner of GEI IV, and has also served as a director of both Buyer and Merger Sub since their respective formations. Mr. Danhakl is a 1980 graduate of the University of California at Berkeley. He received his M.B.A. in 1985 from the Harvard Business School.

Timothy J. Flynn has been a partner of Leonard Green since January 2005. Mr. Flynn joined Leonard Green as a vice president in 2003. Mr. Flynn is currently a member and senior vice president of GEI Capital, the general partner of GEI IV. Before joining Leonard Green, Mr. Flynn was a Director in the Investment Banking Department of Credit Suisse First Boston in Los Angeles.

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Peter J. Nolan has been a partner of Leonard Green since 1997. Before joining Leonard Green, Mr. Nolan was a Managing Director and Co-Head of Donaldson, Lufkin & Jenrette’s Los Angeles Investment Banking Division. Mr. Nolan has been a manager and member of GEI Capital, the general partner of GEI IV, since its formation.

Jonathan A. Seiffer has been a partner of Leonard Green since January 1999. Mr. Seiffer was a vice president at Leonard Green from 1997 to 1999 and an associate at Leonard Green from 1994 to 1997. Mr. Seiffer is currently a member and senior vice president of GEI Capital, the general partner of GEI IV. Mr. Seiffer has served as a director and the president of both Buyer and Merger Sub since their formation. Mr. Seiffer also served as a director of Gart Sports Company from 1998 until the 2003 merger of Gart Sports Company and The Sports Authority, Inc.

Jonathan D. Sokoloff has been a partner of Leonard Green since 1990, and was employed at Drexel Burnham Lambert Incorporated from 1985 through 1990, most recently as a managing director. He has been an executive officer and equity owner of Leonard Green since its formation in 1994, and is also a director of Rite Aid Corporation, Dollar Financial Group, Inc., and several private companies. Mr. Sokoloff has been a manager and member of GEI Capital, the general partner of GEI IV, since its formation.

Michael Solomon is a Vice President of Leonard Green. Mr. Solomon worked in the Financial Sponsors Group of Deutsche Banc Alex Brown in Los Angeles from 1996 until he joined Leonard Green in 2005. Mr. Solomon is involved with Leonard Green’s investments in AsianMedia Group LLC, and Dollar Financial Group, Inc., and was previously involved with Phoenix Scientific, Inc., and VCA Antech, Inc. Mr. Solomon presently serves on the Board of Directors of Dollar Financial Group, Inc., and has previously served on the Board of Directors of Phoenix Scientific, Inc. Mr. Solomon has also served as a Vice President of both Buyer and Merger Sub since their respective formations.

TPG V

David Bonderman is a founding partner of Texas Pacific Group (“TPG”) and Newbridge Capital. Prior to forming TPG in 1993, Mr. Bonderman was Chief Operating Officer of the Robert M. Bass Group, Inc. (now doing business as Keystone, Inc.) in Fort Worth, Texas. Prior to joining Keystone, Inc. in 1983, Mr. Bonderman was a partner in the law firm of Arnold & Porter LLP in Washington, D.C., where he specialized in corporate, securities, bankruptcy and antitrust litigation. From 1969 to 1970, Mr. Bonderman was a Fellow in Foreign and Comparative Law in conjunction with Harvard University and from 1968 to 1969, he was Special Assistant to the U.S. Attorney General in the Civil Rights Division. From 1967 to 1968, Mr. Bonderman was Assistant Professor at Tulane University School of Law in New Orleans. Mr. Bonderman graduated magna cum laude from Harvard Law School and was a member of the Harvard Law Review and a Sheldon Fellow. He is also a Phi Beta Kappa graduate of the University of Washington in Seattle. Mr. Bonderman serves on the Boards of Directors of CoStar Group, Inc., Burger King Corporation, Gemalto N.V. and Metro-Goldwyn-Mayer Inc., and is Chairman of the Board of Directors of Ryanair Holdings plc. He also serves on the Boards of The Wilderness Society, the Grand Canyon Trust, the World Wildlife Fund and the American Himalayan Foundation. In addition, Mr. Bonderman has served as the President of both Buyer and Merger Sub since their respective formations.

Jonathan Coslet is a partner of TPG. Prior to joining TPG, Mr. Coslet worked at Donaldson, Lufkin & Jenrette Inc., specializing in leveraged acquisitions from 1991 to 1993. From 1987 to 1989, Mr. Coslet worked at Drexel Burnham Lambert Inc. Mr. Coslet received an M.B.A. from Harvard Business School, where he was a Baker Scholar and Loeb Fellow. Mr. Coslet received his B.S.E. in Economics (Finance), summa cum laude, from the Wharton School of the University of Pennsylvania, where he was a Valedictorian, Gordon Fellow and Steur Fellow. Mr. Coslet serves or has served on the Boards of Directors of Burger King Corporation, J. Crew Group, Inc., Quintiles Transnational Corporation, IASIS Healthcare LLC, Fidelity Information Services, Inc. and The Neiman Marcus Group, Inc. Mr. Coslet has served as a director of both Buyer and Merger Sub since their respective formations.

James G. Coulter is a founding partner of TPG. Prior to forming TPG, Mr. Coulter was Vice President of the Robert M. Bass Group, Inc. (now doing business as Keystone, Inc.) in Fort Worth, Texas from 1986 to 1992. From 1986 to 1988, Mr. Coulter was also associated with SPO Partners, an investment firm that focused on public market

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and private minority investments. From 1982 to 1984, Mr. Coulter was a financial analyst for Lehman Brothers Kuhn Loeb, Inc. Mr. Coulter received an M.B.A. from the Stanford Graduate School of Business. He is also a Phi Beta Kappa, summa cum laude graduate of Dartmouth College. Mr. Coulter serves or has served on the Boards of Directors of J. Crew Group, Inc., Zhone Technologies, Inc., Continental Airlines, Inc., Beringer Wine Estates, Northwest Airlines Corporation, Lenovo Group Limited and The Neiman Marcus Group, Inc. He also serves on the Boards of the San Francisco Zoological Society, the Bay Area Discovery Museum, the San Francisco Day School and Common Sense Media Inc.

Thomas Keltner is the Chief Compliance Officer of TPG. Prior to joining TPG in 2005, Mr. Keltner worked as an attorney in the Enforcement Division of the U.S. Securities and Exchange Commission (the “SEC”). Prior to his time at the SEC, Mr. Keltner was an associate in the Corporate and Securities department of Baker Botts LLP. Mr. Keltner received a J.D., magna cum laude, and an M.B.A. from Baylor University, where he was Senior Editor of the Baylor Law Review, as well as a B.S. in Finance from Oklahoma State University.

Thomas E. Reinhart is a partner and the Chief Operating Officer of TPG. Prior to joining TPG in 1998, Mr. Reinhart was a managing director in the Investment Banking Division at Salomon Smith Barney. He provided equity and debt financing and merger and acquisition services to companies and private equity firms in the western United States. Mr. Reinhart also was Group Head of Salomon Smith Barney’s Restructuring Department, which provided restructuring services to financially distressed companies. Prior to 1990, Mr. Reinhart worked in the Investment Banking departments of Drexel Burnham Lambert, Inc. and L.F. Rothschild, Unterberg, Towbin. Mr. Reinhart received an M.B.A. from the Amos Tuck School of Business Administration and an A.B. from Dartmouth College.

David A. Spuria is a partner and the General Counsel of TPG. Prior to joining TPG in 2005, Mr. Spuria was the General Counsel and administrative officer of Capital Z Management, LLC, which managed direct-investing private equity funds and private equity funds that made sponsorship investments in other investment funds. Prior to joining Capital Z in 1998, Mr. Spuria was a partner in the law firm of Weil, Gotshal & Manges LLP, where he was Co-Head of the Insurance Practice Group. Mr. Spuria received a J.D. from the University of North Carolina School of Law and a B.S. in Finance and Accounting from the American University. He currently serves on the Board of Directors of British Vita Unlimited. Mr. Spuria has also served as Vice President and Secretary of Buyer and Merger Sub since their respective formations.

John E. Viola is a partner and the Chief Financial Officer of TPG. Prior to joining TPG in 2001, Mr. Viola was Vice President of Colony Capital, LLC, responsible for the general management of Colony Capital LLC’s operations and for certain financial matters, including investor reporting and deal structuring. Prior to joining Colony Capital LLC in 1993, Mr. Viola was controller for the California Community Reinvestment Corporation (“CCRC”). Prior to joining CCRC, Mr. Viola spent five years in the Los Angeles offices of Ernst & Young, where he worked with a number of public and private entrepreneurial clients. Mr. Viola currently serves on the Board of Directors of the Fort Worth Zoological Association and the Board of Trustees of Trinity Valley School. Mr. Viola has also served as Vice President and Treasurer of both Buyer and Merger Sub since their respective formations. Mr. Viola received a B.S. from Loyola Marymount University and an M.B.A. from the Anderson School of the University of California, Los Angeles. Mr. Viola is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Mr. Viola has served as Vice President and Treasurer of both Buyer and Merger Sub since their respective formations.

Carrie Wheeler is a partner of TPG. Prior to joining TPG in 1996, Ms. Wheeler worked in the Mergers and Acquisitions Department and the Principal Investment Area of Goldman, Sachs & Co. from 1993 to 1996. Ms. Wheeler graduated with distinction from Queen’s University, where she earned a Bachelors of Commerce (Honours). Ms. Wheeler currently serves on the Boards of Directors of The Neiman Marcus Group, Inc. and Metro-Goldwyn-Mayer Inc., and has served as a director of both Buyer and Merger Sub since their respective formations.

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Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a)(1) Not applicable.

(a)(2) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Positions of the Leonard Green Entities and TPG Entities Regarding the Fairness of the Merger”

“THE SPECIAL MEETING—Record Date; Quorum and Voting”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

“THE MERGER AGREEMENT—Treatment of Stock Options and Other Stock Rights”

(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“THE MERGER AGREEMENT—Treatment of Stock Options and Other Stock Rights”

(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“APPRAISAL RIGHTS”

ANNEX C—Section 262 of the Delaware General Corporation Law

(e) The information set forth in the Proxy Statement under “SPECIAL FACTORS—Background of the Merger” is incorporated herein by reference. There have been no other provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Not applicable.

8

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“SPECIAL FACTORS—Relationship Between Us and Leonard Green and TPG”

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

ANNEX A—Agreement and Plan of Merger

(c) The information set forth in the Proxy Statement under “SPECIAL FACTORS—Background of the Merger” is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

ANNEX A—Agreement and Plan of Merger

Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Certain Effects of the Merger”

9

“THE MERGER AGREEMENT—Consideration to be Received by Our Stockholders in the Merger”

“THE MERGER AGREEMENT — Treatment of Stock Option and Other Stock Rights”

“SPECIAL FACTORS—Plans for PETCO After the Merger”

(c)(1)-(8) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Plans for PETCO After the Merger”

“SPECIAL FACTORS—Financing for the Merger; Source and Amount of Funds”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“THE MERGER AGREEMENT”

ANNEX A—Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a)-(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Positions of the Leonard Green Entities and TPG Entities Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Opinion of Independent Committee’s Financial Advisor”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Plans for PETCO After the Merger”

“SPECIAL FACTORS—Conduct of Our Business if the Merger is Not Completed”

(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

10

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Conduct of Our Business if the Merger is Not Completed”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS—Fees and Expenses”

“APPRAISAL RIGHTS”

ANNEX C—Section 262 of the Delaware General Corporation Law

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a),(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Positions of the Leonard Green Entities and TPG Entities Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Opinion of Independent Committee’s Financial Advisor”

ANNEX B—Opinion of UBS Securities LLC

(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“THE SPECIAL MEETING—Record Date; Quorum and Voting”

“THE MERGER AGREEMENT—Conditions to the Completion of the Merger”

(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Opinion of Independent Committee’s Financial Advisor”

ANNEX B—Opinion of UBS Securities LLC

11

(e) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

(f) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Background of the Merger”

Item 9. Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

(a)-(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Opinion of Independent Committee’s Financial Advisor”

ANNEX B—Opinion of UBS Securities LLC

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a),(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing for the Merger; Source and Amount of Funds”

“THE MERGER AGREEMENT—Actions to be Taken to Complete the Merger”

(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Conduct of Our Business if the Merger is Not Completed”

“SPECIAL FACTORS—Fees and Expenses”

“THE MERGER AGREEMENT—Termination of Merger Agreement”

“THE MERGER AGREEMENT— Termination Fees; Reimbursement of Expenses”

12

(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing for the Merger; Source and Amount of Funds”

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“SPECIAL FACTORS—Relationship Between Us and Leonard Green and TPG”

“COMMON STOCK OWNERSHIP OF MANAGEMENT, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS”

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

“SPECIAL FACTORS—Relationship Between Us and Leonard Green and TPG”

“SPECIAL FACTOR—Background of the Merger”

“THE MERGER AGREEMENT”

“COMMON STOCK TRANSACTION INFORMATION”

ANNEX A—Agreement and Plan of Merger

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“THE SPECIAL MEETING—Stock Ownership and Interests of Certain Persons”

“SPECIAL FACTORS-Interests of Officers and Directors in the Merger”

(e) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Positions of the Leonard Green Entities and TPG Entities Regarding the Fairness of the Merger”

13

Item 13. Financial Statements

Regulation M-A Item 1010

(a) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY FINANCIAL INFORMATION”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“THE SPECIAL MEETING—Proxy Solicitation”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Fees and Expenses”

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER”

“THE SPECIAL MEETING—Proxy Solicitation”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness of the Merger; Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Interests of Officers and Directors in the Merger”

Item 15. Additional Information

Regulation M-A Item 1011

(b) The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

14

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1) Preliminary Proxy Statement filed with the Securities and Exchange Commission on August 11, 2006.

(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(3) Class Action Complaint filed in the Superior Court of the State of California, County of San Diego, captioned Bill J. Harris v. PETCO Animal Supplies, Inc., et al., filed July 19, 2006.

(a)(4) Class Action Complaint filed in the Superior Court of the State of California, County of San Diego, captioned Plumbers Local #65 Pension Fund v. PETCO Animal Supplies, Inc., et al., filed July 21, 2006.

(b)(1) Equity Commitment Letter from Green Equity Investors IV, L.P. to Rover Holdings Corp. and the Board of Directors of PETCO Animal Supplies, Inc., dated as of July 13, 2006.

(b)(2) Equity Commitment Letter from TPG Partners V, L.P. to Rover Holdings Corp. and the Board of Directors of PETCO Animal Supplies, Inc., dated as of July 13, 2006.

(b)(3) Commitment Letter from Credit Suisse Securities (USA) LLC to Rover Holdings Corp., dated as of July 13, 2006.

(b)(4) Commitment Letter from GS Mezzanine Partners 2006 Onshore Fund, LLC to Rover Holdings Corp., dated as of July 13, 2006.

(c)(1) Opinion of UBS Securities LLC, attached as Annex B to the Proxy Statement.

(c)(2) Financial analysis presentation materials, dated July 13, 2006, prepared by UBS Securities LLC for the Independent Committee and the Board of Directors of PETCO Animal Supplies, Inc.

(d) Agreement and Plan of Merger, dated as of July 13, 2006, by and among PETCO Animal Supplies, Inc., Rover Holdings Corp., and Rover Acquisition Corp., attached as Annex A to the Proxy Statement.

(f) Section 262 of the Delaware General Corporation Law, attached as Annex C to the Proxy Statement.

(g) None.

15

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	PETCO ANIMAL SUPPLIES, INC.
	By:	/s/ Rodney Carter
	Name:	Rodney Carter
	Title:	Senior Vice President and Chief Financial Officer

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	GREEN EQUITY INVESTORS IV, L.P.
	By:	GEI Capital IV, LLC, its General Partner
	By:	/s/ John Baumer
	Name:	John Baumer
	Title:	Senior Vice President

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	GEI CAPITAL IV, LLC
	By:	/s/ John Baumer
	Name:	John Baumer
	Title:	Senior Vice President

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	ROVER HOLDINGS CORP.
	By:	/s/ John Baumer
	Name:	John Baumer
	Title:	Vice President

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	ROVER ACQUISITION CORP.
	By:	/s/ John Baumer
	Name:	John Baumer
	Title:	Vice President

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	TPG PARTNERS V, L.P.
	By:	TPG GenPar V, L.P., its General Partner
	By:	TPG Advisors V, Inc., its General Partner
	By:	/s/ David A. Spuria
	Name:	David A. Spuria
	Title:	Vice President and Secretary

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: August 11, 2006	TPG ADVISORS V, INC.
	By:	/s/ David A. Spuria
	Name:	David A. Spuria
	Title:	Vice President and Secretary

EXHIBIT INDEX

(a)(1) Preliminary Proxy Statement, filed with the Securities and Exchange Commission on August 11, 2006.

(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(3) Class Action Complaint filed in the Superior Court of the State of California, County of San Diego, captioned Bill J. Harris v. PETCO Animal Supplies, Inc., et al., filed July 19, 2006.

(a)(4) Class Action Complaint filed in the Superior Court of the State of California, County of San Diego, captioned Plumbers Local #65 pension Fund v. PETCO Animal Supplies, Inc., et al., filed July 21, 2006.

(b)(1) Equity Commitment Letter from Green Equity Investors IV, L.P. to Rover Holdings Corp. and the Board of Directors of PETCO Animal Supplies, Inc., dated as of July 13, 2006.

(b)(2) Equity Commitment Letter from TPG Partners V, L.P. to Rover Holdings Corp. and the Board of Directors of PETCO Animal Supplies, Inc., dated as of July 13, 2006.

(b)(3) Commitment Letter from Credit Suisse Securities (USA) LLC to Rover Holdings Corp., dated as of July 13, 2006.

(b)(4) Commitment Letter from GS Mezzanine Partners 2006 Onshore Fund, LLC to Rover Holdings Corp., dated as of July 13, 2006.

(c)(1) Opinion of UBS Securities LLC, attached as Annex B to the Proxy Statement.

(c)(2) Financial analysis presentation materials, dated July 13, 2006, prepared by UBS Securities LLC for the Independent Committee and the Board of Directors of PETCO Animal Supplies, Inc.

(d) Agreement and Plan of Merger, dated as of July 13, 2006, by and among PETCO Animal Supplies, Inc., Rover Holdings Corp., and Rover Acquisition Corp., attached as Annex A to the Proxy Statement.

(f) Section 262 of the Delaware General Corporation Law, attached as Annex C to the Proxy Statement.

EX-99.A.3

Exhibit (a)(3)

LERACH COUGHLIN STOIA GELLER

    RUDMAN & ROBBINS LLP

DARREN J. ROBBINS (168593)

RANDALL J. BARON (150796)

655 West Broadway, Suite 1900

San Diego, CA 92101

Telephone: 619/231-1058

619/231-7423 (fax)

PROVOST & UMPHREY LAW FIRM, LLP

JOE KENDALL

WILLIE C. BRISCOE

3232 McKinney Avenue, Suite 700

Dallas, TX 75204

Telephone: 214/744-3000

214/744-3015 (fax)

Attorneys for Plaintiff

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO

BILL J. HARRIS, On Behalf of Himself and	)	Case No.
All Others Similarly Situated,	)
	)	CLASS ACTION
Plaintiff,	)
	)	COMPLAINT BASED UPON SELF-
vs.	)	DEALING AND BREACH OF FIDUCIARY
	)	DUTY
PETCO ANIMAL SUPPLIES, INC.,	)
BRIAN K. DEVINE,	)
JAMES M. MYERS,	)
JOHN G. DANHAKL,	)
DAVID B. APPEL,	)
SANDRA N. BANE,	)
DAVID T. CHING,	)
JULIAN C. DAY,	)
PETER MASLEN,	)
CHARLES W. DUDDLES, and	)
DOES 1-25, inclusive,	)
	)
Defendants.	)
	)

COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

SUMMARY OF THE ACTION

1. This is a stockholder class action brought by plaintiff on behalf of the holders of PETCO Animal Supplies, Inc. (“PETCO” or the “Company”) common stock against PETCO and its directors arising out of their attempts to provide certain PETCO insiders and directors with preferential treatment in connection with their efforts to complete the sale of PETCO to Leonard Green & Partners L.P. and Texas Pacific Group (the “Acquisition”). This action seeks equitable relief only.

2. PETCO operates as a specialty retailer of pet food, supplies, and services. As of January 28, 2006, the Company operated 779 stores in 49 states and the District of Columbia. PETCO was founded in 1965 and is headquartered in San Diego, California.

3. On July 14, 2006, PETCO revealed it had agreed to be acquired by two private equity groups for about $1.8 billion, including debt. Under the terms of the deal, Leonard Green & Partners, L.P. (“Leonard Green”) and Texas Pacific Group (“Texas Pacific”) – the same investors that took PETCO private in 2000 (then public two years later) – will pay $29 a share. The transaction is expected to close by 2007.¹

4. The Company’s shares had fallen 48% in the past 19 months and, after the decline, Texas Pacific and Leonard Green formed a plan to reacquire the Company. Texas Pacific, based in Forth Worth, Texas, and Los Angeles-based Leonard Green, bought PETCO in October 2000 for $600 million. Within two years they sold most of it in an initial public offering (“IPO”) that valued the Company at $1 billion. PETCO’s market value more than doubled by the end of 2004.

5. Collectively, Texas Pacific and Leonard Green own 1.8 million shares, of the Company’s common stock, representing over 3% of the outstanding shares of the Company’s common

¹ UBS acted as financial adviser to PETCO and has rendered a fairness opinion to its independent committee. Pillsbury Winthrop Shaw Pittman LLP served as its legal counsel. Credit Suisse, Bank of America, Wells Fargo Bank, and mezzanine funds managed by Goldman Sachs & Co. provided commitments for the debt portion of the financing for the deal.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

stock, yet control the Company’s Board and management as described infra. Texas Pacific and Leonard Green are collectively and individually referred to herein as the “Dominating Shareholders.”

6. The Dominating Shareholders sought to monetize their investment in PETCO at the expense of the Company’s minority shareholder. The Dominating Shareholders’ monetization plan had multiple steps. First, the Dominating Shareholders took the Company private in 2000, acquiring 100% of the Company’s shares. Then, in 2002, the Dominating Shareholders sold most of their shares vis-à-vis an IPO and, by 2004, the Dominating Shareholders’ remaining holdings had more than doubled again.

7. The Dominating Shareholders have used their control over the Company to generate enormous profits using defective “fairness opinions,” as they have no doubt will do here by re-privatizing the Company and structuring the Company’s retention of its financial advisor in a manner that ensures that the Company’s financial advisor will rubber-stamp the proposed Acquisition on the terms they demand, as the fee paid for the “fairness opinion” is dependent upon whether the proposed Acquisition is consummated. After taking the Company private in 2000 for $600 million – again using a “fairness opinion” rubber-stamped by a financially incentivized financial advisor and with the aid of a financially motivated (and conflicted Board of Directors) and the Company’s top management – the Dominating Shareholders brought the Company public in 2002 for $1 billion, despite a waning economy and one of the worst IPO markets in nearly a decade.

8. Furthermore, the $1 billion IPO, where the Dominating Shareholders pocketed $400 million in cash, involved the sale of only some of their Company holdings. The Company’s shares between 2002 and 2004 more than doubled again, allowing the Dominating Shareholders to potentially reap hundreds of millions more. Then, in late 2004, the Dominating Shareholders began plans to re- privatize the Company. During the planning stages – over the past 19 months – the Company’s shares plummeted by 48%. The 48% decline coincidentally would render the re-privatization (i.e., the

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

proposed Acquisition) even more profitable than had the Company’s shares not declined under the Dominating Shareholders’ control.

9. Further, the Dominating Shareholders insisted that defendants (and fellow management) would have to assist the Dominating Shareholders in squeezing the minority shareholders out of their interests in the Company for a discounted price. The individual defendants are controlled by the Dominating Shareholders and participated and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stand to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, the individual defendants have agreed to participate in “Road Shows” whereby they will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction.

10. The Dominating Shareholders, vis-à-vis the terms of the Acquisition, were assured they would achieve their ultimate goal of acquisition by requiring PETCO to pay the Dominating Shareholders $50 million plus expenses in the event the directors terminate the acquisition agreement. In addition, the Dominating Shareholders were also given until January 2007 to actually fund the sale/purchase of the Company.²

11. Although the most recent financial results reflect only the Company’s April 2006 results, the defendants agreed to sell the Company on terms reflecting these stale results, but gave the Dominating Shareholders until the Company’s fiscal fourth quarter to actually pay for the shares. The Company’s fourth quarter ends on January 29, 2007, essentially giving the Dominating Shareholders seven months to pay for the Company’s shares yet stripping the Company’s

² The Company’s fiscal fourth quarter ends on January 29, 2007.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

shareholders of the benefits of any and all growth in the Company’s shares (not even interest is being paid) throughout the seven months.

12. Given that the Company’s shares recently declined (as described below) based on negative projections controlled by the Dominating Shareholders, these additional financial reporting periods and their contents would be highly material to the Company’s shareholders and have an enormous material effect on the value of the Company’s shares. Thus, in effect, at the expense of the minority shareholders (plaintiff and the other Class members), the Dominating Shareholders are buying the Company on terms which effectively amount to a long-term call option at an artificially depressed price. Defendants’ conduct here is truly unprecedented and grossly undermines the interests of the public shareholders.

13. On May 24, 2006, the Company issued its report for its first quarter 2006 and issued negative projections for the Company’s second quarter 2006, with EPS of $0.23-$0.25 versus the $0.30 consensus. This negative projection alone set the stage for the shares to tumble even further–declining 10% in just two days.

14. In pursuing the unlawful plan to sell PETCO, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, candor, good faith and fair dealing.

15. Immediate judicial intervention is warranted here to rectify existing and future irreparable harm to the Company’s shareholders. Plaintiff, on behalf of the Class, seeks only to level the playing field and to ensure that if shareholders are to be ultimately stripped of their respective equity interests through the Acquisition, that the Acquisition is conducted in a manner that is not overtly improper, unfair and illegal.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

JURISDICTION AND VENUE

16. This Court has jurisdiction over defendants because they conduct business in California and/or are citizens of California. This action is not removable.

17. (a) Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

(b) PETCO’s principal place of business is located at 9125 Rehco Road, San Diego, California and defendants Devine and Myers are residents and citizens of California.

PARTIES

18. Plaintiff Bill J. Harris is, and at all times relevant hereto was, a shareholder of PETCO.

19. Defendant PETCO, a Delaware corporation, operates as a specialty retailer of pet food, supplies, and services. As of January 28, 2006, the Company operated 779 stores in 49 states and the District of Columbia.

20. Defendant Brian K. Devine (“Devine”) has served as Chairman of the Board of the Company since January 1994. He joined PETCO in August 1990 and served as President and Chief Executive Officer until March 2004. Devine is controlled by the Dominating Shareholders and participated in and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stands to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, Devine has agreed to participate in “Road Shows” whereby he will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction. Prior to joining the Company, Devine was President of Krause’s Sofa Factory, a furniture retailer and manufacturer, from 1988 to 1989. From 1970 to 1988, Devine was employed by Toys “R” Us, a retailer of children’s toys, in various executive positions, including Senior Vice President, Director of Stores, and Senior Vice President, Growth, Development and Operations.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

21. Defendant John G. Danhakl (“Danhakl”) has served as a director of the Company since October 2000. Danhakl has served as a partner at Leonard Green (one of the Dominating Shareholders) since 1995 and was Managing Director at Donaldson, Lufkin & Jenrette Securities Corporation from 1990 to 1995. Danhakl was a Vice President at Drexel Burnham Lambert from 1985 to 1990. Danhakl also serves on the Boards of Directors of The Arden Group, Inc., Big 5 Sporting Goods, Inc., Diamond Auto Glass Works, Liberty Group Publishing, Leslie’s Poolmart, Inc., VCA Antech, Inc. and on the Board of Managers of AsianMedia Group LLC.

22. Defendant James M. Myers (“Myers”) is Chief Executive Officer and a director of the Company. He joined PETCO in May 1990 and was named Chief Executive Officer in March 2004. From 1998 to 2004, Myers served as Executive Vice President and Chief Financial Officer of PETCO. From 1996 to 1998, he served as Senior Vice President, Finance and before that as Vice President, Finance and as Vice President and Controller. Myers is controlled by the Dominating Shareholders and participated in and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stands to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, Myers has agreed to participate in “Road Shows” whereby he will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction. From 1980 to 1990, Myers held various positions at the accounting firm of KPMG LLP, including Senior Audit Manager.

23. Defendant Charles W. Duddles (“Duddles”) has served as a director of the Company since March 2002. Duddles is controlled by the Dominating Shareholders and participated and benefited from the Dominating Shareholders’ successful 2002 public offering, and stands to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, Duddles has agreed to participate in “Road Shows” whereby he will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction.

24. Defendant David T. Ching (“Ching”) has served as a director of the Company since November 2005. Ching serves as Senior Vice President and Chief Information Officer for Safeway Inc. Prior to joining Safeway in 1994, Ching was General Manager-North America for British American

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Consulting Group, a software/consulting firm focusing on the distribution and retail industry. From 1979 to 1993, Ching was with Lucky Stores Inc., most recently as Senior Vice President of Information Systems. From 1975 to 1979, Ching held information technology management positions at Bell Canada and at Control Data Canada.

25. Defendant David B. Appel (“Appel”) has served as a director of the Company since April 2004. Appel serves as Chairman of Orange Glo International, a privately-held marketer of cleaning and home care products. Appel joined Orange Glo in 1999 as Chief Operating Officer, and was named Chairman in 2001. Prior to Orange Glo International, Appel was a partner with Accenture (formerly Andersen Consulting), serving retail and consumer goods companies for 17 years in San Francisco, Paris and Tokyo.

26. Defendant Sandra N. Bane (“Bane”) has served as a director of the Company since April 2004. Bane is a retired audit partner from KPMG LLP, having served 24 years with the firm. She is a member of the American Institute of Certified Public Accountants and the California Society of CPAs. Bane also serves on the Board of Directors of Big 5 Sporting Goods, Inc. and TransAmerica Premier Funds.

27. Defendant Julian C. Day (“Day”) has served as a director of the Company since November 2000. Day is controlled by the Dominating Shareholders and participated and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stands to also benefit in the proposed Acquisition. In March 2002, Day became the President and Chief Operating Officer of Kmart Corporation, and in January 2003, became Chief Executive Officer and a director of Kmart. In October 2004, Day gave up his executive responsibilities at Kmart following the merger of Kmart and Sears and served as a director of Sears Holdings Corporation until April 2006. From 1999 to 2000, Day was with Sears Roebuck, most recently as Executive Vice President and Chief Operating Officer. From 1992 to 1998, Day was with Safeway Inc., where he became Executive Vice President and Chief Financial Officer.

28. Defendant Peter Maslen (“Maslen”) has served as a director since October 2005. Maslen is CEO of The HansonMaslen Group, LLC, a private investment, development and consulting firm. From 1999 to 2003, Maslen served as President of Starbucks Coffee International. Prior to that, he was

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

President of Tricon Restaurants Central Europe (now YUM! Brands, Inc.) and held executive leadership positions at PepsiCo and Mars, Inc. internationally. Maslen also serves on the boards of Herbalife Ltd. and a number of privately held companies.

29. The true names and capacities of defendants sued herein under California Code of Civil Procedure §474 as Does 1 through 25, inclusive, are presently not known to plaintiff, who therefore sues these defendants by such fictitious names. Plaintiff will seek to amend this Complaint and include these Doe defendants’ true names and capacities when they are ascertained. Each of the fictitiously named defendants is responsible in some manner for the conduct alleged herein and for the injuries suffered by the Class.

30. The defendants named above in ¶¶20-28 are sometimes collectively referred to herein as the “Individual Defendants.”

DEFENDANTS’ FIDUCIARY DUTIES

31. In accordance with their duties of loyalty, care and good faith, the Individual Defendants, as directors and/or officers of PETCO, are obligated to refrain from:

(a) participating in any transaction where the directors’ or officers’ loyalties are divided;

(b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

(c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

32. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the sale of PETCO, violated the fiduciary duties owed to plaintiff and the other public shareholders of PETCO, including their duties of loyalty, good faith and independence, insofar as they

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits, not shared equally by plaintiff or the Class.

33. Because the Individual Defendants have breached their duties of loyalty, good faith and independence in connection with the sale of PETCO, the burden of proving the inherent or entire fairness of the Acquisition, including all aspects of its negotiation and structure, is placed upon the Individual Defendants as a matter of law.

CLASS ACTION ALLEGATIONS

34. Plaintiff brings this action on his own behalf and as a class action pursuant to California on behalf of all holders of PETCO stock who are being and will be harmed by defendants’ actions described below (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any defendant.

35. This action is properly maintainable as a class action.

36. The Class is so numerous that joinder of all members is impracticable. According to PETCO’s Securities and Exchange Commission (“SEC”) filings, there are more than 57 million shares of PETCO common stock outstanding.

37. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

(a) whether defendants have breached their fiduciary duties of undivided loyalty, independence or due care with respect to plaintiff and the other members of the Class in connection with the Acquisition;

(b) whether the Individual Defendants are engaging in self-dealing in connection with the Acquisition;

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

(c) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of PETCO;

(d) whether defendants have breached any of their other fiduciary duties to plaintiff and the other members of the Class in connection with the Acquisition, including the duties of good faith, diligence, candor and fair dealing;

(e) whether the defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and

(f) whether plaintiff and the other members of the Class would suffer irreparable injury were the transactions complained of herein consummated.

38. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff does not have any interests adverse to the Class.

39. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

40. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

41. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

42. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

BACKGROUND TO THE PROPOSED ACQUISITION

43. PETCO, based in San Diego, California, operates as a specialty retailer of pet food, supplies, and services. As of January 28, 2006, the Company operated 779 stores in 49 states and the District of Columbia.

44. The Company is controlled by Texas Pacific and Leonard Green (collectively, the “Dominating Shareholders”) through numerous affiliates. The Dominating Shareholders sought to monetize their investment in and control over PETCO at the expense of the Company’s minority shareholders.

45. While the Dominating Shareholders control the Individual Defendants, they also positioned themselves to control the future of the Company vis-à-vis stock ownership and historic financial payments to top executives for assisting in the 2000 privatization and 2002 IPO. The 2006-2007 re-privatization appears to be no different from the Dominating Shareholders’ usual and previous actions/motivations.

46. Not only have they influenced the Board of Directors to agree to the improper proposed Acquisition in terms of the ultimate consideration paid, but also on additional terms which are unconscionable at best. The Dominating Shareholders have until January 2007 to actually consummate (pay for) the Company’s shares. This is highly material because the Company’s most recent quarterly results accessible by the market are for April 2006, and yet the Dominating Shareholders have until the end of January 2007 to pay plaintiff and the Class for their shares.

47. While the Company will issue multiple financial reports in the interim which would have otherwise sent the Company’s shares trading well above $29, the Dominating Shareholders have ensured that no competing offers (above $29) will be forthcoming. First, the Dominating Shareholders and defendants agreed to pay the Dominating Shareholders $50 million plus expenses in the event a third-party competing offer was received and accepted. Second, to further deter even the prospect of a

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

competing offer, defendants have agreed to take all proposed press releases to the Dominating Shareholders for their review and approval before distribution.

48. Finally, the Dominating Shareholders have a long history of handsomely compensating those who help them fulfill their goals and, pursuant to the Acquisition agreement, the Company’s top officers and directors have agreed to participate in “Road Shows” wherein the Company’s own management will make statements to potential investors regarding the financing of the Acquisition.

49. Thus, the $29 per share Acquisition proposal was not even an offer, it was a demand, a fait accompli at best.

50. The defendants used their control and knowledge as a tool to enhance their own personal goals. The Dominating Shareholders, vis-à-vis said control, were assured they would achieve their goal of profit maximization in the acquisition of PETCO. For example, on May 24, 2006, the Company, under the control and influence of the Dominating Shareholders, issued its first quarter report for 2006 and issued negative projections for the Company’s second quarter, with EPS of $0.23-$0.25 versus the $0.30 consensus. This negative projection set the stage for the shares to tumble even further-declining 10% in just two days.

THE PROPOSED ACQUISITION

51. On July 14, 2006, the Company issued a press release entitled “PETCO Animal Supplies, Inc. to be Acquired by Texas Pacific Group and Leonard Green & Partners, L.P. for $29.00 per Share in Cash,” which stated in part:

PETCO Animal Supplies, Inc., a leading specialty retailer of premium pet food, supplies and services, announced today that it has entered into a definitive agreement to be acquired by two private equity investment firms, Leonard Green & Partners, L.P. and Texas Pacific Group, for $29.00 per share in cash. The total value of the transaction, including assumed debt, is approximately $1.8 billion.

The Board of Directors of PETCO, on the recommendation of an Independent Committee of Directors, has approved the merger agreement and recommends that PETCO’s stockholders adopt the agreement. The transaction, which is expected to close by the fourth quarter of 2006, is subject to approval by PETCO’s stockholders, as well as other customary closing conditions, including the receipt of regulatory approvals. PETCO will file the merger agreement today with the Securities and Exchange

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Commission. The merger agreement will also be posted in the Investor Relations section of PETCO’s website at www.PETCO.com.

David B. Appel, the Chairman of the Independent Committee of Directors, said: “Consistent with its fiduciary obligations, and in consultation with its independent financial and legal advisors, PETCO’s Board of Directors formed an Independent Committee of Directors to carefully review an expression of interest in acquiring PETCO, and to determine what course of action would be in the best interest of our stockholders. After extensive negotiations and careful consideration in conjunction with our independent advisors, the Independent Committee of PETCO’s Board unanimously concluded that the agreement being announced today was in the best interest of all of our constituencies, and, most importantly, our stockholders.”

In accordance with the merger agreement, the Company will conduct a market test for 20 business days concluding August 10, 2006.

James M. Myers, Chief Executive Officer, said, “This proposed transaction provides PETCO stockholders with an immediate cash premium for their investment in the company, based on the trading range of PETCO shares over the past several months. Upon completion of the transaction, PETCO will be a private company that will have greater flexibility to accomplish its long-term plans, which, we believe, will be favorable for the company’s associates and suppliers and the customers we serve through more than 800 stores nationwide. Texas Pacific Group and Leonard Green & Partners have deep experience investing in the retail sector and we look forward to working closely with them as our partners as we continue to advance PETCO’s position as a leading specialty retailer of premium pet food, supplies and services.”

UBS is acting as financial advisor to PETCO in connection with the merger transaction and has rendered a fairness opinion to the Independent Committee of PETCO’s Board of Directors. Pillsbury Winthrop Shaw Pittman LLP is serving as its legal counsel. Credit Suisse, Bank of America, N.A., Wells Fargo Bank, N.A. and mezzanine funds managed by Goldman, Sachs & Co. have provided commitments for the debt portion of the financing for the transaction, which are subject to customary conditions.

52. The Company’s most recent public results are for the period which ended in April 2006 and, thus, the Company’s stock price reflects only the Company’s April 2006 results. The Dominating Shareholders agreed to acquire the Company with the stock reflecting these stale results, and defendants gave the Dominating Shareholders until 2007 to actually pay for the shares – the equivalent of nearly three quarterly periods. Thus, in effect, at the expense of the minority shareholders (plaintiff and the Class members), the Dominating Shareholders are acquiring the Company on terms which effectively amount to a long-term call option at an artificially depressed price. Moreover, to ensure they will succeed, defendants are controlled by the Dominating Shareholders and participated in and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

offering, and stand to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, defendants have agreed to participate in “Road Shows” whereby they will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction. Accordingly, defendants’ conduct here is unprecedented and grossly undermines the interests of the public shareholders.

SELF-DEALING

53. By reason of their positions with PETCO, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of PETCO, and especially the true value and expected increased future value of PETCO and its assets, which they have not disclosed to PETCO’s public shareholders. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of PETCO’s public shareholders.

54. The proposed sale is wrongful, unfair and harmful to PETCO’s public shareholders, and represents an effort by defendants to aggrandize their own financial position and interests at the expense of and to the detriment of Class members. The Acquisition is an attempt to deny plaintiff and the other members of the Class their rights while usurping the same for the benefit of the Dominating Shareholders on unfair terms.

55. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• Withdraw their consent to the sale of PETCO and allow the shares to trade freely – without impediments – and immediately mandate the disclosure of the Company’s second quarter 2006 projections, which ends July 30, 2006, and projections for the remainder of the fiscal year.³

³ Ending January 2007.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

• Act independently so that the interests of PETCO’s public shareholders will be protected, including, but not limited to, the retention of truly independent advisors and/or the appointment of a truly independent Special Committee and require that any acquisition proposal be approved by a majority of the minority shareholders.

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of PETCO’s public shareholders.

• Fully and fairly disclose all material information to the Company’s shareholders.

56. The Individual Defendants have also approved the Acquisition so that it transfers 100% of PETCO’s revenues and profits to the Dominating Shareholders, thus all of PETCO’s operations will now accrue to the benefit of the Dominating Shareholders.

CAUSE OF ACTION

Claim for Breach of Fiduciary Duties

57. Plaintiff repeats and realleges each allegation set forth herein.

58. The defendants have violated fiduciary duties of care, loyalty, candor and independence owed under applicable law to the public shareholders of PETCO and have acted to put their personal interests ahead of the interests of PETCO’s shareholders.

59. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to advance their interests at the expense of plaintiff and other members of the Class.

60. The Individual Defendants have violated their fiduciary duties by entering into a transaction with the Dominating Shareholders without regard to the fairness of the transaction to PETCO’s shareholders. Defendant PETCO directly breached and/or aided and abetted the other defendants’ breaches of fiduciary duties owed to plaintiff and the other holders of PETCO stock.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

61. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of PETCO because, among other reasons:

(a) they failed to make proper, timely disclosures to the Company’s shareholders;

(b) they ignored or did not protect against the numerous conflicts of interest resulting from their own interrelationships or connection with the Acquisition; and

(c) they are using the sale of the Company to aggrandize their own wealth upon completion of the sale.

62. Because the Individual Defendants dominate and control the business and corporate affairs of PETCO, and are in possession of private corporate information concerning PETCO’s assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of PETCO which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits.

63. By reason of the foregoing acts, practices and course of conduct, the defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

64. As a result of the actions of defendants, plaintiff and the Class will suffer irreparable injury as a result of defendants’ self-dealing.

65. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed Acquisition which will exclude the Class from its fair share of PETCO’s valuable assets and businesses, and/or benefit them in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

66. Defendants are engaging in self-dealing, are not acting in good faith toward plaintiff and the other members of the Class and have breached and are breaching their fiduciary duties to the members of the Class.

67. Unless the proposed Acquisition is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class, will not engage in arm’s- length negotiations on the Acquisition terms, and will not supply to PETCO’s shareholders sufficient information to enable them to cast informed votes on the proposed Acquisition and may consummate the proposed Acquisition, all to the irreparable harm of the members of the Class.

68. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

WHEREFORE, plaintiff demands preliminary and permanent injunctive relief in his favor and in favor of the Class and against defendants as follows:

A. Declaring that this action is properly maintainable as a class action;

B. Declaring and decreeing that the Acquisition agreement was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable;

C. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Acquisition, unless and until the Company adopts and implements a procedure or process to obtain the highest possible price for shareholders;

D. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of PETCO’s shareholders;

E. Rescinding, to the extent already implemented, the Acquisition and proposals, voting agreements and termination fees associated therewith;

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

F. Awarding plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

G. Granting such other and further equitable relief as this Court may deem just and proper.

DATED: July 19, 2006	LERACH COUGHLIN STOIA GELLER     RUDMAN & ROBBINS LLP DARREN J. ROBBINS RANDALL J. BARON
	/s/ Darren J. Robbins
	DARREN J. ROBBINS
	655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)
	PROVOST & UMPHREY LAW FIRM, LLP JOE KENDALL WILLIE C. BRISCOE 3232 McKinney Avenue, Suite 700 Dallas, TX 75204 Telephone: 214/744-3000 214/744-3015 (fax)
	Attorneys for Plaintiff

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

EX-99.A.4

Exhibit (a)(4)

LERACH COUGHLIN STOIA GELLER

    RUDMAN & ROBBINS LLP

DARREN J. ROBBINS (168593)

RANDALL J. BARON (150796)

655 West Broadway, Suite 1900

San Diego, CA 92101

Telephone: 619/231-1058

619/231-7423 (fax)

BARRETT, JOHNSTON & PARSLEY

GEORGE E. BARRETT

DOUGLAS S. JOHNSTON, JR.

TIMOTHY L. MILES

217 Second Avenue, North

Nashville, TN 37201-1601

Telephone: 615/244-2202

615/252-3798 (fax)

CAVANAGH & O’HARA

WILLIAM K. CAVANAGH, JR.

407 East Adams Street

Springfield, IL 62701

Telephone: 217/544-1771

217/544-9894 (fax)

Attorneys for Plaintiff

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO

PLUMBERS LOCAL #65 PENSION FUND,	)	Case No.
On Behalf of Itself and All Others Similarly Situated,	)
	)	CLASS ACTION
	)
Plaintiff,	)	COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY
vs.	)
	)
PETCO ANIMAL SUPPLIES, INC.,	)
BRIAN K. DEVINE,	)
JAMES M. MYERS,	)
JOHN G. DANHAKL,	)
DAVID B. APPEL,	)
SANDRA N. BANE,	)
DAVID T. CHING,	)
JULIAN C. DAY,	)
PETER MASLEN,	)
CHARLES W. DUDDLES, and	)
DOES 1-25, inclusive,	)
	)
	)
Defendants.	)
	)

COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

SUMMARY OF THE ACTION

1. This is a stockholder class action brought by plaintiff on behalf of the holders of PETCO Animal Supplies, Inc. (“PETCO” or the “Company”) common stock against PETCO and its directors arising out of their attempts to provide certain PETCO insiders and directors with preferential treatment in connection with their efforts to complete the sale of PETCO to Leonard Green & Partners L.P. and Texas Pacific Group (the “Acquisition”). This action seeks equitable relief only.

2. PETCO operates as a specialty retailer of pet food, supplies, and services. As of January 28, 2006, the Company operated 779 stores in 49 states and the District of Columbia. PETCO was founded in 1965 and is headquartered in San Diego, California.

3. On July 14, 2006, PETCO revealed it had agreed to be acquired by two private equity groups for about $1.8 billion, including debt. Under the terms of the deal, Leonard Green & Partners, L.P. (“Leonard Green”) and Texas Pacific Group (“Texas Pacific”) – the same investors that took PETCO private in 2000 (then public two years later) – will pay $29 a share. The transaction is expected to close by 2007.¹

4. The Company’s shares had fallen 48% in the past 19 months and, after the decline, Texas Pacific and Leonard Green formed a plan to reacquire the Company. Texas Pacific, based in Forth Worth, Texas, and Los Angeles-based Leonard Green, bought PETCO in October 2000 for $600 million. Within two years they sold most of it in an initial public offering (“IPO”) that valued the Company at $1 billion. PETCO’s market value more than doubled by the end of 2004.

5. Collectively, Texas Pacific and Leonard Green own 1.8 million shares, of the Company’s common stock, representing over 3% of the outstanding shares of the Company’s common

¹ UBS acted as financial adviser to PETCO and has rendered a fairness opinion to its independent committee. Pillsbury Winthrop Shaw Pittman LLP served as its legal counsel. Credit Suisse, Bank of America, Wells Fargo Bank, and mezzanine funds managed by Goldman Sachs & Co. provided commitments for the debt portion of the financing for the deal.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

stock, yet control the Company’s Board and management as described infra. Texas Pacific and Leonard Green are collectively and individually referred to herein as the “Dominating Shareholders.”

6. The Dominating Shareholders sought to monetize their investment in PETCO at the expense of the Company’s minority shareholder. The Dominating Shareholders’ monetization plan had multiple steps. First, the Dominating Shareholders took the Company private in 2000, acquiring 100% of the Company’s shares. Then, in 2002, the Dominating Shareholders sold most of their shares vis-à-vis an IPO and, by 2004, the Dominating Shareholders’ remaining holdings had more than doubled again.

7. The Dominating Shareholders have used their control over the Company to generate enormous profits using defective “fairness opinions,” as they have no doubt will do here by re-privatizing the Company and structuring the Company’s retention of its financial advisor in a manner that ensures that the Company’s financial advisor will rubber-stamp the proposed Acquisition on the terms they demand, as the fee paid for the “fairness opinion” is dependent upon whether the proposed Acquisition is consummated. After taking the Company private in 2000 for $600 million – again using a “fairness opinion” rubber-stamped by a financially incentivized financial advisor and with the aid of a financially motivated (and conflicted Board of Directors) and the Company’s top management – the Dominating Shareholders brought the Company public in 2002 for $1 billion, despite a waning economy and one of the worst IPO markets in nearly a decade.

8. Furthermore, the $1 billion IPO, where the Dominating Shareholders pocketed $400 million in cash, involved the sale of only some of their Company holdings. The Company’s shares between 2002 and 2004 more than doubled again, allowing the Dominating Shareholders to potentially reap hundreds of millions more. Then, in late 2004, the Dominating Shareholders began plans to re-privatize the Company. During the planning stages – over the past 19 months – the Company’s shares plummeted by 48%. The 48% decline coincidentally would render the re-privatization (i.e., the

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

proposed Acquisition) even more profitable than had the Company’s shares not declined under the Dominating Shareholders’ control.

9. Further, the Dominating Shareholders insisted that defendants (and fellow management) would have to assist the Dominating Shareholders in squeezing the minority shareholders out of their interests in the Company for a discounted price. The individual defendants are controlled by the Dominating Shareholders and participated and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stand to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, the individual defendants have agreed to participate in “Road Shows” whereby they will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction.

10. The Dominating Shareholders, vis-à-vis the terms of the Acquisition, were assured they would achieve their ultimate goal of acquisition by requiring PETCO to pay the Dominating Shareholders $50 million plus expenses in the event the directors terminate the acquisition agreement. In addition, the Dominating Shareholders were also given until January 2007 to actually fund the sale/purchase of the Company.²

11. Although the most recent financial results reflect only the Company’s April 2006 results, the defendants agreed to sell the Company on terms reflecting these stale results, but gave the Dominating Shareholders until the Company’s fiscal fourth quarter to actually pay for the shares. The Company’s fourth quarter ends on January 29, 2007, essentially giving the Dominating Shareholders seven months to pay for the Company’s shares yet stripping the Company’s

² The Company’s fiscal fourth quarter ends on January 29, 2007.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

shareholders of the benefits of any and all growth in the Company’s shares (not even interest is being paid) throughout the seven months.

12. Given that the Company’s shares recently declined (as described below) based on negative projections controlled by the Dominating Shareholders, these additional financial reporting periods and their contents would be highly material to the Company’s shareholders and have an enormous material effect on the value of the Company’s shares. Thus, in effect, at the expense of the minority shareholders (plaintiff and the other Class members), the Dominating Shareholders are buying the Company on terms which effectively amount to a long-term call option at an artificially depressed price. Defendants’ conduct here is truly unprecedented and grossly undermines the interests of the public shareholders.

13. On May 24, 2006, the Company issued its report for its first quarter 2006 and issued negative projections for the Company’s second quarter 2006, with EPS of $0.23-$0.25 versus the $0.30 consensus. This negative projection alone set the stage for the shares to tumble even further – declining 10% in just two days.

14. In pursuing the unlawful plan to sell PETCO, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, candor, good faith and fair dealing.

15. Immediate judicial intervention is warranted here to rectify existing and future irreparable harm to the Company’s shareholders. Plaintiff, on behalf of the Class, seeks only to level the playing field and to ensure that if shareholders are to be ultimately stripped of their respective equity interests through the Acquisition, that the Acquisition is conducted in a manner that is not overtly improper, unfair and illegal.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

JURISDICTION AND VENUE

16. This Court has jurisdiction over defendants because they conduct business in California and/or are citizens of California. This action is not removable.

17. (a) Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

(b) PETCO’s principal place of business is located at 9125 Rehco Road, San Diego, California and defendants Devine and Myers are residents and citizens of California.

PARTIES

18. Plaintiff Plumbers Local #65 Pension Fund is, and at all times relevant hereto was, a shareholder of PETCO.

19. Defendant PETCO, a Delaware corporation, operates as a specialty retailer of pet food, supplies, and services. As of January 28, 2006, the Company operated 779 stores in 49 states and the District of Columbia.

20. Defendant Brian K. Devine (“Devine”) has served as Chairman of the Board of the Company since January 1994. He joined PETCO in August 1990 and served as President and Chief Executive Officer until March 2004. Devine is controlled by the Dominating Shareholders and participated in and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stands to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, Devine has agreed to participate in “Road Shows” whereby he will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction. Prior to joining the Company, Devine was President of Krause’s Sofa Factory, a furniture retailer and manufacturer, from 1988 to 1989. From 1970 to 1988, Devine was employed by Toys “R” Us, a retailer of children’s toys, in various executive positions, including Senior Vice President, Director of Stores, and Senior Vice President, Growth, Development and Operations.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

21. Defendant John G. Danhakl (“Danhakl”) has served as a director of the Company since October 2000. Danhakl has served as a partner at Leonard Green (one of the Dominating Shareholders) since 1995 and was Managing Director at Donaldson, Lufkin & Jenrette Securities Corporation from 1990 to 1995. Danhakl was a Vice President at Drexel Burnham Lambert from 1985 to 1990. Danhakl also serves on the Boards of Directors of The Arden Group, Inc., Big 5 Sporting Goods, Inc., Diamond Auto Glass Works, Liberty Group Publishing, Leslie’s Poolmart, Inc., VCA Antech, Inc. and on the Board of Managers of AsianMedia Group LLC.

22. Defendant James M. Myers (“Myers”) is Chief Executive Officer and a director of the Company. He joined PETCO in May 1990 and was named Chief Executive Officer in March 2004. From 1998 to 2004, Myers served as Executive Vice President and Chief Financial Officer of PETCO. From 1996 to 1998, he served as Senior Vice President, Finance and before that as Vice President, Finance and as Vice President and Controller. Myers is controlled by the Dominating Shareholders and participated in and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stands to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, Myers has agreed to participate in “Road Shows” whereby he will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction. From 1980 to 1990, Myers held various positions at the accounting firm of KPMG LLP, including Senior Audit Manager.

23. Defendant Charles W. Duddles (“Duddles”) has served as a director of the Company since March 2002. Duddles is controlled by the Dominating Shareholders and participated and benefited from the Dominating Shareholders’ successful 2002 public offering, and stands to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, Duddles has agreed to participate in “Road Shows” whereby he will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction.

24. Defendant David T. Ching (“Ching”) has served as a director of the Company since November 2005. Ching serves as Senior Vice President and Chief Information Officer for Safeway Inc. Prior to joining Safeway in 1994, Ching was General Manager-North America for British American

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Consulting Group, a software/consulting firm focusing on the distribution and retail industry. From 1979 to 1993, Ching was with Lucky Stores Inc., most recently as Senior Vice President of Information Systems. From 1975 to 1979, Ching held information technology management positions at Bell Canada and at Control Data Canada.

25. Defendant David B. Appel (“Appel”) has served as a director of the Company since April 2004. Appel serves as Chairman of Orange Glo International, a privately-held marketer of cleaning and home care products. Appel joined Orange Glo in 1999 as Chief Operating Officer, and was named Chairman in 2001. Prior to Orange Glo International, Appel was a partner with Accenture (formerly Andersen Consulting), serving retail and consumer goods companies for 17 years in San Francisco, Paris and Tokyo.

26. Defendant Sandra N. Bane (“Bane”) has served as a director of the Company since April 2004. Bane is a retired audit partner from KPMG LLP, having served 24 years with the firm. She is a member of the American Institute of Certified Public Accountants and the California Society of CPAs. Bane also serves on the Board of Directors of Big 5 Sporting Goods, Inc. and TransAmerica Premier Funds.

27. Defendant Julian C. Day (“Day”) has served as a director of the Company since November 2000. Day is controlled by the Dominating Shareholders and participated and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public offering, and stands to also benefit in the proposed Acquisition. In March 2002, Day became the President and Chief Operating Officer of Kmart Corporation, and in January 2003, became Chief Executive Officer and a director of Kmart. In October 2004, Day gave up his executive responsibilities at Kmart following the merger of Kmart and Sears and served as a director of Sears Holdings Corporation until April 2006. From 1999 to 2000, Day was with Sears Roebuck, most recently as Executive Vice President and Chief Operating Officer. From 1992 to 1998, Day was with Safeway Inc., where he became Executive Vice President and Chief Financial Officer.

28. Defendant Peter Maslen (“Maslen”) has served as a director since October 2005. Maslen is CEO of The HansonMaslen Group, LLC, a private investment, development and consulting firm. From 1999 to 2003, Maslen served as President of Starbucks Coffee International. Prior to that, he was

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

President of Tricon Restaurants Central Europe (now YUM! Brands, Inc.) and held executive leadership positions at PepsiCo and Mars, Inc. internationally. Maslen also serves on the boards of Herbalife Ltd. and a number of privately held companies.

29. The true names and capacities of defendants sued herein under California Code of Civil Procedure §474 as Does 1 through 25, inclusive, are presently not known to plaintiff, who therefore sues these defendants by such fictitious names. Plaintiff will seek to amend this Complaint and include these Doe defendants’ true names and capacities when they are ascertained. Each of the fictitiously named defendants is responsible in some manner for the conduct alleged herein and for the injuries suffered by the Class.

30. The defendants named above in ¶¶20-28 are sometimes collectively referred to herein as the “Individual Defendants.”

DEFENDANTS’ FIDUCIARY DUTIES

31. In accordance with their duties of loyalty, care and good faith, the Individual Defendants, as directors and/or officers of PETCO, are obligated to refrain from:

(a) participating in any transaction where the directors’ or officers’ loyalties are divided;

(b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

(c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

32. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the sale of PETCO, violated the fiduciary duties owed to plaintiff and the other public shareholders of PETCO, including their duties of loyalty, good faith and independence, insofar as they

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits, not shared equally by plaintiff or the Class.

33. Because the Individual Defendants have breached their duties of loyalty, good faith and independence in connection with the sale of PETCO, the burden of proving the inherent or entire fairness of the Acquisition, including all aspects of its negotiation and structure, is placed upon the Individual Defendants as a matter of law.

CLASS ACTION ALLEGATIONS

34. Plaintiff brings this action on its own behalf and as a class action pursuant to California on behalf of all holders of PETCO stock who are being and will be harmed by defendants’ actions described below (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any defendant.

35. This action is properly maintainable as a class action.

36. The Class is so numerous that joinder of all members is impracticable. According to PETCO’s Securities and Exchange Commission (“SEC”) filings, there are more than 57 million shares of PETCO common stock outstanding.

37. There are questions of (aw and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

(a) whether defendants have breached their fiduciary duties of undivided loyalty, independence or due care with respect to plaintiff and the other members of the Class in connection with the Acquisition;

(b) whether the Individual Defendants are engaging in self-dealing in connection with the Acquisition;

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

(c) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of PETCO;

(d) whether defendants have breached any of their other fiduciary duties to plaintiff and the other members of the Class in connection with the Acquisition, including the duties of good faith, diligence, candor and fair dealing;

(e) whether the defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and

(f) whether plaintiff and the other members of the Class would suffer irreparable injury were the transactions complained of herein consummated.

38. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff does not have any interests adverse to the Class.

39. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

40. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

41. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

42. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

BACKGROUND TO THE PROPOSED ACQUISITION

43. PETCO, based in San Diego, California, operates as a specialty retailer of pet food, supplies, and services. As of January 28,2006, the Company operated 779 stores in 49 states and the District of Columbia.

44. The Company is controlled by Texas Pacific and Leonard Green (collectively, the “Dominating Shareholders”) through numerous affiliates. The Dominating Shareholders sought to monetize their investment in and control over PETCO at the expense of the Company’s minority shareholders.

45. While the Dominating Shareholders control the Individual Defendants, they also positioned themselves to control the future of the Company vis-à-vis stock ownership and historic financial payments to top executives for assisting in the 2000 privatization and 2002 IPO. The 2006-2007 re-privatization appears to be no different from the Dominating Shareholders’ usual and previous actions/motivations.

46. Not only have they influenced the Board of Directors to agree to the improper proposed Acquisition in terms of the ultimate consideration paid, but also on additional terms which are unconscionable at best. The Dominating Shareholders have until January 2007 to actually consummate (pay for) the Company’s shares. This is highly material because the Company’s most recent quarterly results accessible by the market are for April 2006, and yet the Dominating Shareholders have until the end of January 2007 to pay plaintiff and the Class for their shares.

47. While the Company will issue multiple financial reports in the interim which would have otherwise sent the Company’s shares trading well above $29, the Dominating Shareholders have ensured that no competing offers (above $29) will be forthcoming. First, the Dominating Shareholders and defendants agreed to pay the Dominating Shareholders $50 million plus expenses in the event a third-party competing offer was received and accepted. Second, to further deter even the prospect of a

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

competing offer, defendants have agreed to take all proposed press releases to the Dominating Shareholders for their review and approval before distribution.

48. Finally, the Dominating Shareholders have a long history of handsomely compensating those who help them fulfill their goals and, pursuant to the Acquisition agreement, the Company’s top officers and directors have agreed to participate in “Road Shows” wherein the Company’s own management will make statements to potential investors regarding the financing of the Acquisition.

49. Thus, the $29 per share Acquisition proposal was not even an offer, it was a demand, a fait accompli at best.

50. The defendants used their control and knowledge as a tool to enhance their own personal goals. The Dominating Shareholders, vis-à-vis said control, were assured they would achieve their goal of profit maximization in the acquisition of PETCO. For example, on May 24, 2006, the Company, under the control and influence of the Dominating Shareholders, issued its first quarter report for 2006 and issued negative projections for the Company’s second quarter, with EPS of $0.23-$0.25 versus the $0.30 consensus. This negative projection set the stage for the shares to tumble even further – declining 10% in just two days.

THE PROPOSED ACQUISITION

51. On July 14, 2006, the Company issued a press release entitled “PETCO Animal Supplies, Inc. to be Acquired by Texas Pacific Group and Leonard Green & Partners, L.P. for $29.00 per Share in Cash,” which stated in part:

PETCO Animal Supplies, Inc., a leading specialty retailer of premium pet food, supplies and services, announced today that it has entered into a definitive agreement to be acquired by two private equity investment firms, Leonard Green & Partners, L.P. and Texas Pacific Group, for $29.00 per share in cash. The total value of the transaction, including assumed debt, is approximately $1.8 billion.

The Board of Directors of PETCO, on the recommendation of an Independent Committee of Directors, has approved the merger agreement and recommends that PETCO’s stockholders adopt the agreement. The transaction, which is expected to close by the fourth quarter of 2006, is subject to approval by PETCO’s stockholders, as well as other customary closing conditions, including the receipt of regulatory approvals. PETCO will file the merger agreement today with the Securities and Exchange

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Commission. The merger agreement will also be posted in the Investor Relations section of PETCO’s website at www.PETCO.com.

David B. Appel, the Chairman of the Independent Committee of Directors, said: “Consistent with its fiduciary obligations, and in consultation with its independent financial and legal advisors, PETCO’s Board of Directors formed an Independent Committee of Directors to carefully review an expression of interest in acquiring PETCO, and to determine what course of action would be in the best interest of our stockholders. After extensive negotiations and careful consideration in conjunction with our independent advisors, the Independent Committee of PETCO’s Board unanimously concluded that the agreement being announced today was in the best interest of all of our constituencies, and, most importantly, our stockholders.”

In accordance with the merger agreement, the Company will conduct a market test for 20 business days concluding August 10, 2006.

James M. Myers, Chief Executive Officer, said, “This proposed transaction provides PETCO stockholders with an immediate cash premium for their investment in the company, based on the trading range of PETCO shares over the past several months. Upon completion of the transaction, PETCO will be a private company that will have greater flexibility to accomplish its long-term plans, which, we believe, will be favorable for the company’s associates and suppliers and the customers we serve through more than 800 stores nationwide. Texas Pacific Group and Leonard Green & Partners have deep experience investing in the retail sector and we look forward to working closely with them as our partners as we continue to advance PETCO’s position as a leading specialty retailer of premium pet food, supplies and services.”

UBS is acting as financial advisor to PETCO in connection with the merger transaction and has rendered a fairness opinion to the Independent Committee of PETCO’s Board of Directors. Pillsbury Winthrop Shaw Pittman LLP is serving as its legal counsel. Credit Suisse, Bank of America, N.A., Wells Fargo Bank, N.A. and mezzanine funds managed by Goldman, Sachs & Co. have provided commitments for the debt portion of the financing for the transaction, which are subject to customary conditions.

52. The Company’s most recent public results are for the period which ended in April 2006 and, thus, the Company’s stock price reflects only the Company’s April 2006 results. The Dominating Shareholders agreed to acquire the Company with the stock reflecting these stale results, and defendants gave the Dominating Shareholders until 2007 to actually pay for the shares – the equivalent of nearly three quarterly periods. Thus, in effect, at the expense of the minority shareholders (plaintiff and the Class members), the Dominating Shareholders are acquiring the Company on terms which effectively amount to a long-term call option at an artificially depressed price. Moreover, to ensure they will succeed, defendants are controlled by the Dominating Shareholders and participated in and benefited from the Dominating Shareholders’ successful 2000 privatization of PETCO and the 2002 public

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

offering, and stand to also benefit in the proposed Acquisition. At the Dominating Shareholders’ request and in exchange for an undisclosed sum, defendants have agreed to participate in “Road Shows” whereby they will actively assist the Dominating Shareholders in drumming up investors for the Company’s financing of the $1.8 billion transaction. Accordingly, defendants’ conduct here is unprecedented and grossly undermines the interests of the public shareholders.

SELF-DEALING

53. By reason of their positions with PETCO, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of PETCO, and especially the true value and expected increased future value of PETCO and its assets, which they have not disclosed to PETCO’s public shareholders. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of PETCO’s public shareholders.

54. The proposed sale is wrongful, unfair and harmful to PETCO’s public shareholders, and represents an effort by defendants to aggrandize their own financial position and interests at the expense of and to the detriment of Class members. The Acquisition is an attempt to deny plaintiff and the other members of the Class their rights while usurping the same for the benefit of the Dominating Shareholders on unfair terms.

55. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• Withdraw their consent to the sale of PETCO and allow the shares to trade freely – without impediments – and immediately mandate the disclosure of the Company’s second quarter 2006 projections, which ends July 30, 2006, and projections for the remainder of the fiscal year.³

³ Ending January 2007.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

• Act independently so that the interests of PETCO’s public shareholders will be protected, including, but not limited to, the retention of truly independent advisors and/or the appointment of a truly independent Special Committee and require that any acquisition proposal be approved by a majority of the minority shareholders.

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of PETCO’s public shareholders.

• Fully and fairly disclose all material information to the Company’s shareholders.

56. The Individual Defendants have also approved the Acquisition so that it transfers 100% of PETCO’s revenues and profits to the Dominating Shareholders, thus all of PETCO’s operations will now accrue to the benefit of the Dominating Shareholders.

CAUSE OF ACTION

Claim for Breach of Fiduciary Duties

57. Plaintiff repeats and realleges each allegation set forth herein.

58. The defendants have violated fiduciary duties of care, loyalty, candor and independence owed under applicable law to the public shareholders of PETCO and have acted to put their personal interests ahead of the interests of PETCO’s shareholders.

59. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to advance their interests at the expense of plaintiff and other members of the Class.

60. The Individual Defendants have violated their fiduciary duties by entering into a transaction with the Dominating Shareholders without regard to the fairness of the transaction to PETCO’s shareholders. Defendant PETCO directly breached and/or aided and abetted the other defendants’ breaches of fiduciary duties owed to plaintiff and the other holders of PETCO stock.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

61. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of PETCO because, among other reasons:

(a) they failed to make proper, timely disclosures to the Company’s shareholders;

(b) they ignored or did not protect against the numerous conflicts of interest resulting from their own interrelationships or connection with the Acquisition; and

(c) they are using the sale of the Company to aggrandize their own wealth upon completion of the sale.

62. Because the Individual Defendants dominate and control the business and corporate affairs of PETCO, and are in possession of private corporate information concerning PETCO’s assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of PETCO which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits.

63. By reason of the foregoing acts, practices and course of conduct, the defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

64. As a result of the actions of defendants, plaintiff and the Class will suffer irreparable injury as a result of defendants’ self-dealing.

65. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed Acquisition which will exclude the Class from its fair share of PETCO’s valuable assets and businesses, and/or benefit them in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

66. Defendants are engaging in self-dealing, are not acting in good faith toward plaintiff and the other members of the Class and have breached and are breaching their fiduciary duties to the members of the Class.

67. Unless the proposed Acquisition is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class, will not engage in arm’s-length negotiations on the Acquisition terms, and will not supply to PETCO’s shareholders sufficient information to enable them to cast informed votes on the proposed Acquisition and may consummate the proposed Acquisition, all to the irreparable harm of the members of the Class.

68. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

WHEREFORE, plaintiff demands preliminary and permanent injunctive relief in its favor and in favor of the Class and against defendants as follows:

A. Declaring that this action is properly maintainable as a class action;

B. Declaring and decreeing that the Acquisition agreement was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable;

C. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Acquisition, unless and until the Company adopts and implements a procedure or process to obtain the highest possible price for shareholders;

D. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of PETCO’s shareholders;

E. Rescinding, to the extent already implemented, the Acquisition and proposals, voting agreements and termination fees associated therewith;

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

F. Awarding plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

G. Granting such other and further equitable relief as this Court may deem just and proper.

DATED: July 21, 2006	LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP
	DARREN J. ROBBINS
	RANDALL J. BARON
	/s/ Darren J. Robbins
	DARREN J. ROBBINS
	655 West Broadway, Suite 1900
	San Diego, CA 92101
	Telephone: 619/231-1058
	619/231-7423 (fax)
	BARRETT, JOHNSTON & PARSLEY
	GEORGE E. BARRETT
	DOUGLAS S. JOHNSTON, JR.
	TIMOTHY L. MILES
	217 Second Avenue, North
	Nashville, TN 37201-1601
	Telephone: 615/244-2202
	615/252-3798 (fax)
	CAVANAGH & O’HARA
	WILLIAM K. CAVANAGH, JR.
	407 East Adams Street
	Springfield, IL 62701
	Telephone: 217/544-1771
	217/544-9894 (fax)
	Attorneys for Plaintiff

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COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

EX-99.B.1

Exhibit (b)(1)

GREEN EQUITY INVESTORS IV, L.P.

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, California 90025

July 13, 2006

Rover Holdings Corp.

c/o Leonard Green & Partners, L.P.

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, California 90025

Board of Directors

PETCO Animal Supplies, Inc.

9125 Rehco Road

San Diego, California 92121

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Rover Holdings Corp., a Delaware corporation (“Parent”), Rover Acquisition Corp., a Delaware corporation (“Merger Sub”), and PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company, with the Company as the surviving entity (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement today by Parent, Merger Sub and the Company.

1. Commitment. This letter confirms the commitment of the undersigned (“GEI”), subject to the terms and conditions set forth herein, to purchase, or cause an assignee permitted by Section 4 of this letter to purchase, immediately prior to consummation of the Merger, a portion of the equity of Parent as of the Effective Time (the “Subject Equity Securities”) for an aggregate purchase price equal to $350,000,000 (the “Commitment”) solely for the purpose of funding, and to the extent necessary to fund, the Merger Consideration pursuant to and in accordance with the Merger Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The total amount to be delivered under this letter and by TPG Partners V, L.P. (“TPG”) pursuant to its commitment letter dated as of the date hereof (the “TPG Commitment Letter”) shall be reduced in the manner agreed by GEI and TPG in the event Parent does not require the full amount of commitments set forth herein and in the TPG Commitment Letter.

2. Conditions. The undersigned’s obligation to fund the Commitment is subject to the following conditions: (a) the contemporaneous purchase of an additional $415,000,000 of Subject Equity Securities (or such lesser amount as is agreed between GEI and TPG pursuant to Section 1) by TPG pursuant to the TPG Commitment Letter, and (b) the compliance with the terms and provisions of the Merger Agreement by the parties thereto, and satisfaction or waiver of the conditions set forth therein.

3. Termination. The undersigned’s obligation to fund the Commitment will terminate automatically and immediately upon the termination of the Merger Agreement or upon the assertion of any claim by the Company or any of its affiliates in any litigation or other proceeding under any limited guarantee of even date herewith of TPG or the undersigned (each, a “Limited Guarantee”).

4. Assignment. The undersigned’s obligation to fund the Commitment may not be assigned, except as permitted in this Section 4. The undersigned may assign all or a portion of its obligations to fund the Commitment to affiliated funds of the undersigned or to an entity created by it or by one of its affiliates; provided, however, that any such assignment shall not relieve the undersigned of its obligations under Section 1 hereof.

5. Parties in Interest. This letter shall be binding on the undersigned solely to the benefit of each addressee, and nothing set forth in this letter, express or implied, is intended to or shall be construed to confer upon or give to any person other than the addressees any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressees to enforce, the Commitment or any provisions of this letter.

6. Recourse. Notwithstanding anything that may be expressed or implied in this letter, the addressees, by their acceptance of the benefits of this equity commitment, each covenant, agree and acknowledge that no person other than the undersigned shall have any obligation hereunder and that, notwithstanding that the undersigned may be a partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by or through attempted piercing of the corporate veil, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

7. Limited Guarantee. Concurrently with the execution and delivery of this letter, the undersigned is executing and delivering to the Company a Limited Guarantee related to Merger Sub’s obligations under the Merger Agreement. The Company’s remedies against the undersigned under the Limited Guarantee shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company against the undersigned and any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Merger Sub breaches its obligations under the Merger Agreement, whether or not Merger Sub’s breach is caused by the undersigned’s breach of its obligations under this letter.

8. Miscellaneous. This letter may be executed in counterparts. This letter agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This letter agreement may be amended or modified only with the written consent of the parties hereto. This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this letter shall be heard and determined exclusively in any Delaware state court or, if under applicable law exclusive jurisdiction over such action is vested in the federal courts, any court of the United States located in the State of Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court located in the State of Delaware for the purpose of any action arising out of or relating to this letter brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this letter or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

[SIGNATURE PAGE FOLLOWS]

If the terms of this letter are acceptable to you, please indicate by signing below and returning a copy of this letter to us.

Very truly yours,
GREEN EQUITY INVESTORS IV, L.P.
By:	GEI Capital IV, LLC
	Its General Partner

By:	/s/ John Baumer
Name:	John Baumer
Title:	Senior Vice President

Agreed to and accepted:
PETCO ANIMAL SUPPLIES, INC.
By:	/s/ David Appel
Name:	David Appel
Title:	Chairman, Independent Committee of the Board of Directors

[GEI Equity Commitment Letter]

EX-99.B.2

Exhibit (b)(2)

TPG PARTNERS V, L.P.

301 Commerce, Suite 3300

Fort Worth, Texas 76102

July 13, 2006

Rover Holdings Corp.

c/o Texas Pacific Group

301 Commerce, Suite 3300

Fort Worth, Texas 76102

Board of Directors

PETCO Animal Supplies, Inc.

9125 Rehco Road

San Diego, California 92121

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Rover Holdings Corp., a Delaware corporation (“Parent”), Rover Acquisition Corp., a Delaware corporation (“Merger Sub”), and PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company, with the Company as the surviving entity (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement today by Parent, Merger Sub and the Company.

1. Commitment. This letter confirms the commitment of the undersigned (“TPG”), subject to the terms and conditions set forth herein, to purchase, or cause an assignee permitted by Section 4 of this letter to purchase, immediately prior to consummation of the Merger, a portion of the equity of Parent as of the Effective Time (the “Subject Equity Securities”) for an aggregate purchase price equal to $415,000,000 (the “Commitment”) solely for the purpose of funding, and to the extent necessary to fund, the Merger Consideration pursuant to and in accordance with the Merger Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The total amount to be delivered under this letter and by Green Equity Investors IV, L.P. (“GEI”) pursuant to its commitment letter dated as of the date hereof (the “LGP Commitment Letter”) shall be reduced in the manner agreed by TPG and GEI in the event Parent does not require the full amount of commitments set forth herein and in the LGP Commitment Letter.

2. Conditions. The undersigned’s obligation to fund the Commitment is subject to the following conditions: (a) the contemporaneous purchase of an additional $350,000,000 of Subject Equity Securities (or such lesser amount as is agreed between TPG and GEI pursuant to

Section 1) by GEI pursuant to the LGP Commitment Letter, and (b) the compliance with the terms and provisions of the Merger Agreement by the parties thereto, and satisfaction or waiver of the conditions set forth therein.

3. Termination. The undersigned’s obligation to fund the Commitment will terminate automatically and immediately upon the termination of the Merger Agreement or upon the assertion of any claim by the Company or any of its affiliates in any litigation or other proceeding under any limited guarantee of even date herewith of GEI or the undersigned (each, a “Limited Guarantee”).

4. Assignment. The undersigned’s obligation to fund the Commitment may not be assigned, except as permitted in this Section 4. The undersigned may assign all or a portion of its obligations to fund the Commitment to affiliated funds of the undersigned or to an entity created by it or by one of its affiliates; provided, however, that any such assignment shall not relieve the undersigned of its obligations under Section 1 hereof.

5. Parties in Interest. This letter shall be binding on the undersigned solely to the benefit of each addressee, and nothing set forth in this letter, express or implied, is intended to or shall be construed to confer upon or give to any person other than the addressees any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressees to enforce, the Commitment or any provisions of this letter.

6. Recourse. Notwithstanding anything that may be expressed or implied in this letter, the addressees, by their acceptance of the benefits of this equity commitment, each covenant, agree and acknowledge that no person other than the undersigned shall have any obligation hereunder and that, notwithstanding that the undersigned may be a partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by or through attempted piercing of the corporate veil, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

7. Limited Guarantee. Concurrently with the execution and delivery of this letter, the undersigned is executing and delivering to the Company a Limited Guarantee related to Merger Sub’s obligations under the Merger Agreement. The Company’s remedies against the

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undersigned under the Limited Guarantee shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company against the undersigned and any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Merger Sub breaches its obligations under the Merger Agreement, whether or not Merger Sub’s breach is caused by the undersigned’s breach of its obligations under this letter.

8. Miscellaneous. This letter may be executed in counterparts. This letter agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This letter agreement may be amended or modified only with the written consent of the parties hereto. This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this letter shall be heard and determined exclusively in any Delaware state court or, if under applicable law exclusive jurisdiction over such action is vested in the federal courts, any court of the United States located in the State of Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court located in the State of Delaware for the purpose of any action arising out of or relating to this letter brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this letter or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

[SIGNATURE PAGE FOLLOWS]

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If the terms of this letter are acceptable to you, please indicate by signing below and returning a copy of this letter to us.

Very truly yours, TPG PARTNERS V, L.P.
By:	TPG GenPar V, L.P.
By:	TPG Advisors V, Inc.
By:	/s/ Carrie Wheeler
	Carrie Wheeler
	Partner

Agreed to and accepted: PETCO ANIMAL SUPPLIES, INC.
By:	/s/ David Appel
Name:	David Appel
Title:	Chairman, Independent Committee of the Board of Directors

[TPG Equity Commitment Letter]

EX-99.B.3

Exhibit (b)(3)

CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010 CREDIT SUISSE Eleven Madison Avenue New York, NY 10010

CONFIDENTIAL

July 13, 2006

Rover Acquisition Corp.

In care of:

Leonard Green & Partners, L.P.

11111 Santa Monica Boulevard

Suite 2000

Los Angeles, CA 90020

Attention: Mr. John Baumer

Texas Pacific Group

345 California Street

Suite 3300

San Francisco, CA 94104

Attention: Ms. Carrie Wheeler

PROJECT ROVER

$200,000,000 Senior Secured Asset-Based Revolving Credit Facility

$650,000,000 Senior Secured Term Loan Facility

Amended and Restated Commitment Letter

Ladies and Gentlemen:

This amended and restated commitment letter (including the Term Sheets (as defined below) and the other attachments hereto, this “Commitment Letter”) amends, restates and supersedes that certain commitment letter dated June 22, 2006 from Credit Suisse (“CS”) and Credit Suisse Securities (USA) LLC (“CS Securities” and, together with CS and their respective affiliates, “Credit Suisse”, “we” or “us”) to Rover Acquisition Corp.

You have advised Credit Suisse that Rover Holdings Corp. (“Holdings”), a Delaware corporation newly formed and controlled by Leonard Green & Partners, L.P. and Texas Pacific Group and certain of their affiliates (collectively, the “Sponsors”) intends to acquire (the “Acquisition”), through Rover Acquisition Corp. (the “Borrower” or “you”), a newly formed Delaware corporation all of the outstanding capital stock of which is owned by Holdings, all the outstanding capital stock of PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), and to consummate the other

Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Revolving Facility Term Sheet”) or in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Facility Term Sheet”, and, together with the Revolving Facility Term Sheet, the “Term Sheets”).

You have further advised us that, in connection therewith, (a) the Borrower will obtain the senior secured asset-based revolving credit facility described in the Revolving Facility Term Sheet, in an aggregate principal amount of $200,000,000, consisting of (i) $180,000,000 aggregate principal amount last in, first out tranche (the “LIFO Tranche”) and (ii) $20,000,000 aggregate principal amount first in, last out tranche (the “FILO Tranche” and, together with the LIFO Tranche, the “Revolving Facility”), (b) the Borrower will obtain the senior secured term loan facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”) described in the Term Facility Term Sheet, in an aggregate principal amount of $650,000,000 and (c) the Borrower will issue not less than $500,000,000 in aggregate principal amount of its senior subordinated notes (the “Notes”) in a public offering or in a Rule 144A or other private placement.

1. Commitments.

In connection with the foregoing, CS is pleased to advise you of its commitment to provide the entire principal amount of the Facilities, upon the terms and subject to the conditions set forth or referred to in this Commitment Letter.

2. Titles and Roles.

You hereby appoint (a) CS Securities to act, and CS Securities hereby agrees to act, as sole bookrunner and sole lead arranger for the Facilities, and (b) CS to act, and CS hereby agrees to act, as sole administrative agent for the Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. Each of CS Securities and CS, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles. You agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we shall so agree (it being acknowledged and agreed that (i) you intend within the 10 business day period immediately following the date of your execution of this Commitment Letter to bring other financial institutions into the financings contemplated by this Commitment Letter as joint bookrunners and joint lead arrangers and other customary titles for the Facilities (with the number of joint bookrunners and joint lead arrangers with respect to each of the Facilities, including CS Securities, not to exceed two), in which event CS’s commitments hereunder in respect of each of the Facilities will be reduced ratably by the amount of the commitments of such other financial institutions; provided, however, that in no event shall CS’s commitments hereunder be reduced to below a percentage reasonably satisfactory to CS of the aggregate amount of the commitments in respect of each of the Facilities and you agree that CS will be the sole administrative agent in respect of each of the Facilities and CS

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Securities will have “left” placement in any and all marketing materials or other documentation used in connection with each of the Facilities and hold the leading role and responsibilities conventionally associated with such “left” placement, including maintaining sole “physical books” in respect of each of the Facilities and (ii) you shall be entitled with the consent of CS Securities and CS (not to be unreasonably withheld or delayed) to replace any bookrunner, lead arranger or arranger in respect of the Facilities (other than CS Securities) at any time (provided that any such replacement (x) shall not affect the allocation of fees or roles to CS Securities or CS and (y) shall be effected prior to the launch of the syndication for the Facilities and in any event by a date that provides sufficient time to make the appropriate revisions to the marketing materials used in connection with the Facilities)).

3. Syndication.

We reserve the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of our commitments with respect to the Facilities to a group of banks, financial institutions and other institutional lenders (together with CS, the “Lenders”) identified by us in consultation with you and reasonably acceptable to you, and you agree to provide CS Securities with a period of at least 25 consecutive days following the launch of the general syndication of the Facilities and immediately prior to the Closing Date to syndicate the Facilities; provided that, notwithstanding our right to syndicate the Facilities and receive commitments with respect thereto, we may not assign all or any portion of our commitments hereunder prior to the date of the initial funding under the Facilities other than in accordance with Section 9. We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist us in completing a satisfactory syndication. Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Company and the Sponsors, (b) direct contact between senior management, representatives and advisors of you and representatives of the Sponsors (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Company) and the proposed Lenders, (c) assistance by you and the Sponsors (and your using commercially reasonable efforts to cause the assistance by the Company) in the preparation of a Confidential Information Memorandum for each of the Facilities and other customary marketing materials to be used in connection with the syndications, (d) your using commercially reasonable efforts to obtain, prior to the launch of the syndications, ratings for the Term Facility from each of Standard & Poor’s Ratings Service and Moody’s Investors Service, Inc. and (e) the hosting, with CS Securities, of one or more meetings of prospective Lenders. You further agree that, until the earlier of (x) the occurrence of a Successful Syndication (as defined in the Fee Letter) and (y) 30 days after the Closing Date, there shall be no competing issues of debt securities or commercial bank or other credit facilities of Holdings, the Borrower, the Company or their respective subsidiaries being offered, placed or arranged (other than the Notes). You agree, at the request of Credit Suisse, to assist in the preparation of a version of the Confidential Information Memoranda and other customary marketing materials and presentations to be used in connection with the

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syndication of the Facilities, consisting exclusively of information and documentation that is either (i) publicly available (or contained in the prospectus or other offering memorandum for any of the Notes) or (ii) not material with respect to Holdings, the Borrower, the Company or their respective subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Information”). Any information and documentation that is not Public Information is referred to herein as “Private Information”. You further agree that each document to be disseminated by CS Securities to any Lender in connection with the Facilities will be identified by you as either (i) containing Private Information or (ii) containing solely Public Information. You acknowledge that the following documents contain solely Public Lender Information (unless you notify us promptly that any such document contains Private Lender Information): (a) drafts and final definitive documentation with respect to the Facilities; (b) administrative materials prepared by Credit Suisse for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda); and (c) notification of changes in the terms of the Facilities. Without limiting your obligations to assist with syndication efforts as set forth herein, we agree that completion of such syndications is not a condition to our commitments hereunder.

CS Securities will, in consultation with you and the Sponsors, manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your approval right described above), the allocation of the commitments among the Lenders, any naming rights and the allocation and distribution of fees among the Lenders. To assist CS Securities in its syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Sponsors and the Company to provide) to CS Securities all information with respect to Holdings, the Borrower, the Company and their respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections and other forward-looking information (collectively, the “Projections”), as CS Securities may reasonably request.

4. Information.

You hereby represent that, to the best of your knowledge, (a) all written information other than the Projections and general industry data (the “Information”) that has been or will be made available to Credit Suisse in connection with the Acquisition and the transactions contemplated hereby, by or on behalf of you, the Sponsors or any of your or their representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to Credit Suisse by or on behalf of you, the Sponsors or any of your or their representatives have been or will be prepared in good faith based upon assumptions that are believed by you and the Sponsors to be reasonable at the time made and at the time the related Projections are made available to Credit Suisse (it being

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understood that the Projections are subject to contingencies and assumptions, many of which are beyond the control of Holdings, the Borrower, the Company or their respective subsidiaries, and no assurance can be given that the Projections will be realized). You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be, to the best of your knowledge, incorrect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement or use commercially reasonable efforts to cause to be supplemented the Information and the Projections so that such representations will be correct under those circumstances. In arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

5. Fees.

As consideration for CS’s commitment hereunder, and our agreements to perform the services described herein, you agree to pay to CS Securities and CS the fees set forth in this Commitment Letter and in the fee letter dated June 22, 2006 and delivered herewith with respect to the Facilities (the “Fee Letter”).

6. Conditions Precedent.

CS’s commitment hereunder, and our agreements to perform the services described herein, are subject to (a) since January 28, 2006 (the date of the most recent audited financial statements of the Company delivered to Credit Suisse as of the date hereof), there shall not have occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, constitutes a Material Adverse Effect (as defined below), (b) the negotiation, execution and delivery of definitive documentation with respect to the Facilities reasonably satisfactory to Credit Suisse and its counsel and the Borrower and its counsel, (c) the Sponsors having provided or caused to be provided projections in customary form of the Company and its subsidiaries for the fiscal years 2006 through 2013 and for the six fiscal quarters beginning with the third quarter of fiscal year 2006, (d) your compliance in all material respects with the terms of this Commitment Letter and the Fee Letter, and (e) satisfaction of the applicable conditions set forth in the Term Sheets and the other exhibits hereto. For the purposes of this Commitment Letter, “Material Adverse Effect” shall mean any event, circumstance, change, condition, development or occurrence either individually or in the aggregate with all other events, circumstances, changes, conditions, developments or occurrences, resulting in a material adverse effect on the business, results of operations, financial condition, or assets or liabilities of the Company and its subsidiaries, taken as a whole, other than any event, circumstance, change, condition, development or occurrence resulting from (i) changes in general economic conditions, whether locally, nationally or internationally, (ii) changes in securities markets generally, (iii) changes in the pet specialty or animal supplies industries or the retail industry generally, (iv) any act of civil unrest, war or terrorism, (v) any change in law or GAAP or interpretations thereof, (vi) any changes or events resulting from the execution or announcement of the Merger Agreement or the announcement of the Acquisition or any of the other transactions contemplated thereby (including any loss of employees, suppliers, Contracts (as defined

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in the Merger Agreement) or customers of the Company or any of its subsidiaries to the extent due to the announcement of the Merger Agreement or the transactions contemplated thereby), (vii) changes in the market price or trading volume of the Company’s common stock, (viii) changes in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Company or its subsidiaries (including, in and of itself, any failure to meet analyst projections), (ix) the failure, in and of itself, of the Company to meet any expected or projected financial or operating performance target publicly announced prior to the date hereof, as well as any change, in and of itself, by the Company in any expected or projected financial or operating performance target as compared with any target publicly announced prior to the date hereof, or (x) any actions required under the Merger Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Acquisition, unless, in the case of the foregoing clauses (i), (ii), (iii) and (iv), such changes referred to therein have a materially disproportionate effect on the business, results of operations, financial condition, assets or liabilities of the Company and its subsidiaries, taken as a whole, relative to other participants in the pet specialty or animal supplies industries.

Notwithstanding anything in this Commitment Letter or and any other agreement or undertaking to the contrary, (a) the condition to availability of the Facilities on the Closing Date relating to the accuracy of the representations and warranties set forth in the definitive credit documentation (other than with respect to the Specified Representations (as defined below)) shall be deemed satisfied if and to the extent the condition relating to the accuracy of the representations and warranties relating to the Company set forth in the Merger Agreement shall have been satisfied (without giving effect to any waiver, amendment or other modification to such condition in a manner adverse to the Lenders in any material respect effected without the consent of the Administrative Agent and the Term Loan Agent), (b) the terms of the definitive credit documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions expressly set forth in this Commitment Letter are satisfied (it being understood that, to the extent a perfected security interest in any Collateral the security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities (other than, in the case of the Revolving Facility, to the extent contemplated by the provisions set forth under the caption “Borrowing Base” in the Revolving Facility Term Sheet) on the Closing Date but a perfected security interest in such Collateral shall be required to be provided after the Closing Date pursuant to arrangements to be mutually agreed between the Borrower, the Administrative Agent and the Term Loan Agent), and (c) the definitive credit documentation shall not contain (i) any material conditions precedent other than the conditions precedent set forth in this Commitment Letter or (ii) any material representation or warranty, affirmative or negative covenant or event of default not set forth herein, the accuracy, compliance or absence, respectively, of or with which would be a condition to the initial borrowing under the Facilities. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the definitive credit documentation relating to authorization, corporate power and

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authority, the enforceability of the definitive credit documentation (and execution and delivery thereof, and consummation of the Acquisition, not violating material laws or agreements or constitutional documents), the Federal Reserve margin regulations, the Investment Company Act, the absence of the creation of liens under other agreements or instruments and the validity, priority and perfection of security interests in the Collateral (subject to the exceptions and qualifications contemplated above and in this Commitment Letter).

7. Indemnification; Expenses.

You agree (a) to indemnify and hold harmless Credit Suisse and its officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates), and to reimburse each such Indemnified Person upon demand for any reasonable documented out-of-pocket legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person or (ii) arising from a breach of the obligations of such Indemnified Person under this Commitment Letter, and (b) to reimburse Credit Suisse on the Closing Date and from time to time thereafter, upon presentation of a summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to reasonable expenses of Credit Suisse’s due diligence investigation, fees of consultants hired with your prior approval, syndication expenses, travel expenses and fees, disbursements and other charges of not more than one primary counsel and other local counsel (not to exceed one counsel in any jurisdiction)), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary agreements and security arrangements in connection therewith (collectively, the “Expenses”); provided that, except as provided in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for any damages arising from the unauthorized use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the wilful misconduct or gross negligence of any Indemnified Person, or for any indirect, special, punitive or consequential damages in connection with its activities related to the Facilities.

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8. Sharing Information.

You acknowledge that Credit Suisse may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. Neither we nor any of our affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you in connection with the performance by us of services for other companies, and we will not furnish any such information to other companies. You also acknowledge that neither we nor any of our affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and Credit Suisse is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether Credit Suisse has advised or is advising you on other matters, (b) Credit Suisse, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of Credit Suisse, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that Credit Suisse is engaged in a broad range of transactions that may involve interests that differ from your interests and that Credit Suisse has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against Credit Suisse for breach of fiduciary duty or alleged breach of fiduciary duty relating to the Transactions and agree that Credit Suisse shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Credit Suisse may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Borrower, the Company and other companies with which you, the Borrower or the Company may have commercial or other relationships. With respect to any securities and/or financial instruments so held by Credit Suisse or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

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9. Assignments, Amendments, Governing Law, Etc.

This Commitment Letter shall not be assignable by you without the prior written consent of CS and CS Securities (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Sponsors (and Indemnified Persons); provided that you may assign any of your rights and delegate any of your obligations hereunder and under the Fee Letter to any of your affiliates that is controlled by either of the Sponsors and newly formed solely in connection with the Acquisition, and upon any such assignment and delegation (provided that the assignee shall have assumed your obligations hereunder and under the Fee Letter), the assignee shall be deemed to be the Borrower hereunder and thereunder (and you shall be released from such obligations). CS may assign its commitment hereunder to any of its affiliates or, with the consent of the Sponsors (which shall not be unreasonably withheld or delayed), one or more prospective Lenders. Any such assignment to an affiliate will not relieve CS from any of its obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. Any permitted assignment to a prospective Lender shall release CS from the portion of its commitment hereunder so assigned. Any and all obligations of, and services to be provided by, Credit Suisse hereunder (including, without limitation, CS’s commitment) may be performed and any and all rights of CS Securities or CS hereunder (including, without limitation, CS’s commitment) may be performed and any and all rights of CS Securities or CS hereunder may be exercised by or through any of their respective affiliates or branches. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by CS Securities, CS and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. You acknowledge that information and documents relating to the Facilities may be transmitted through SyndTrak, Intralinks, the internet, e-mail or similar electronic transmission systems, and that Credit Suisse shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner. Credit Suisse may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of the Borrower and its affiliates (or any of them), and the amount, type and closing date of such Transactions, all at Credit Suisse’s expense. This Commitment Letter and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the Facilities. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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10. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

11. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

12. Confidentiality.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance, nor the activities of Credit Suisse pursuant hereto, shall be disclosed, directly or indirectly, to any other person except (a) to the Sponsors and your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis or (b) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof prior to such disclosure); provided that you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter or the contents thereof) (i) to the Company and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, and (ii) in any prospectus or other offering memorandum relating to the Notes.

Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letter and all

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materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter or the Fee Letter, and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

13. Surviving Provisions.

The reimbursement, indemnification, syndication, confidentiality, jurisdiction and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and (other than in the case of the syndication provisions) notwithstanding the termination of this Commitment Letter or CS’s commitment hereunder and our agreements to perform the services described herein. If definitive documentation relating to the Revolving Facility or the Term Facility shall be executed and delivered, your obligations under this Commitment Letter in respect of the applicable Facilities, other than those relating to confidentiality and to the syndication of such Facilities (which shall remain in full force and effect), shall automatically terminate and be superseded by the provisions contained in such definitive documentation upon the execution and delivery thereof.

14. PATRIOT Act Notification.

Credit Suisse hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), Credit Suisse and each Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow Credit Suisse or such Lender to identify the Borrower in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to Credit Suisse and each Lender.

15. Acceptance and Termination.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on July 22, 2006. CS’s offer hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding

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sentence. This Commitment Letter will become a binding commitment of CS only after it has been duly executed and delivered by you in accordance with the first sentence of this Section 15. In the event that the Closing Date does not occur on or before 5:00 p.m., New York City time, on November 30, 2006 (or such earlier date on which the Merger Agreement terminates), then this Commitment Letter and CS’s commitment hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless Credit Suisse shall, in its discretion, agree to an extension.

[Remainder of this page intentionally left blank]

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Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC
By	/s/ Thomas L. Newberry
	Name:	Thomas L. Newberry
	Title:	Managing Director
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By	/s/ John Toronto
	Name:	John Toronto
	Title:	Director
By	/s/ Ian Nalitt
	Name:	Ian Nalitt
	Title:	Vice President

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Accepted and agreed to as of the date first above written:
ROVER ACQUISITION CORP.
By	/s/ John Baumer
	Name:	John Baumer
	Title:	Vice President

14

The undersigned parties to the Joinder Letter dated as of June 29, 2006 acknowledge the amendment and restatement of the Commitment Letter hereinabove set forth and agree that the Joinder Letter remains in full force and effect:

BANK OF AMERICA, N.A.,
By:	/s/ Douglas M. Ingram
	Name:	Douglas M. Ingram
	Title:	Managing Director
BANC OF AMERICA SECURITIES LLC,
By:	/s/ Douglas M. Ingram
	Name:	Douglas M. Ingram
	Title:	Managing Director
WELLS FARGO BANK, N.A.,
By:	/s/ Abe Mintz
	Name:	Abe Mintz
	Title:	Executive Vice President

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CONFIDENTIAL July 13, 2006 EXHIBIT A

PROJECT ROVER

$200,000,000 Senior Secured Asset-Based Revolving Credit Facility

Summary of Principal Terms and Conditions

Borrower:

Rover Acquisition Corp., a Delaware corporation (“Merger Sub”), all of the outstanding capital stock of which is owned by Rover Holdings Corp., a Delaware corporation (“Holdings”), in each case, formed and controlled by Leonard Green & Partners, L.P. and Texas Pacific Group and certain of their affiliates (collectively, the “Sponsors”) and certain other investors reasonably acceptable to the Arranger (as defined below) (together with the Sponsors, the “Investors”). As a result of the merger described below, Merger Sub will be merged with and into PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), and, thereafter, the Borrower will be the Company. Certain additional domestic subsidiaries of the Company to be mutually agreed upon may be added as borrowers under the Revolving Facility.

Transactions:

Holdings intends to acquire (the “Acquisition”) all the capital stock of the Company pursuant to an agreement and plan of merger (the “Merger Agreement”) to be entered into among Holdings, Merger Sub and the Company. In connection with the Acquisition, (a) Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings and with the existing outstanding common stock of the Company being converted into the right to receive an aggregate amount in cash previously disclosed to the Arranger (the “Merger Consideration”), (b) the Investors will contribute an aggregate amount of not less than 25% of the pro forma total consolidated capitalization of Holdings on the date the Acquisition is consummated (the “Closing Date”) in cash to Holdings as (i) common equity and/or preferred equity having terms reasonably satisfactory to the Arranger (it being understood and agreed that preferred equity that does not require any mandatory redemption or the payment of any cash dividend at any time prior to

the first anniversary of the maturity date of the Term Facility (as defined below) and does not contain any other terms or features that would cause such preferred equity to constitute “disqualified capital stock” or any similar term as customarily defined in the credit agreement for a senior secured credit facility shall be satisfactory, with any such preferred equity being hereinafter referred to as “Permitted Preferred Equity”) or (ii) (x) Sponsor equity retained in the Company or (y) management equity retained in the Company in an amount to be mutually agreed upon, (c) Holdings will contribute the amount so received to Merger Sub as cash common equity in exchange for the issuance to Holdings of all the capital stock of Merger Sub (the equity contributions described in clauses (b) and (c) being referred to herein collectively as the “Equity Contribution”), (d) the Borrower will obtain the senior secured asset-based revolving credit facility described below under the caption “Revolving Facility”, (e) the Borrower will obtain a senior secured term loan facility in an aggregate principal amount of $650,000,000 (the “Term Facility”), (f) the Borrower will issue not less than $500,000,000 in aggregate principal amount of its senior subordinated notes (the “Notes”) in a public offering or in a Rule 144A or other private placement, (g) the Borrower will refinance certain existing indebtedness of the Company and its subsidiaries outstanding as of the Closing Date (collectively, the “Existing Debt”), including the Company’s existing term loan facility in an aggregate principal amount of approximately $80,000,000 and the Company’s outstanding senior subordinated notes (the “Existing Notes”) in an aggregate principal amount of approximately $89,300,000¹ and

¹ We understand that, to the extent the Existing Notes may not be redeemed prior to the Closing Date, any of the Company, Holdings or Merger Sub will offer to purchase (“the Tender Offer”) all of the Existing Notes and concurrently solicit consents from the holders thereof (the “Consent Solicitation”) to amend the indenture governing the Existing Notes to eliminate the significant restrictive covenants and eliminate or modify certain events of default and related provisions contained therein (or at the election of Holdings, the Company will effect, or cause to be effected, a covenant defeasance in respect of the Existing Notes pursuant to, and in accordance with, the indenture governing the Existing Notes and in connection therewith will irrevocably deposit with the trustee under the indenture an amount sufficient to pay the principal of, all premium on and interest in respect of the Existing Notes through the first applicable redemption date under the indenture (“Existing Notes Covenant Defeasance”)).

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	(h) fees and expenses (including premiums in connection with the refinancing of the Existing Notes) incurred in connection with the foregoing (the “Transaction Costs”) will be paid. The transactions described in this paragraph are collectively referred to herein as the “Transactions”.
Administrative Agent:	Credit Suisse, acting through one or more of its branches or affiliates (“CS”), will act as sole administrative agent (the “Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders (together with CS, the “Lenders”), and will perform the duties customarily associated with such role.
Collateral Agent:	A financial institution identified by the Arranger and acceptable to the Borrower (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”).
Sole Bookrunner and Sole Lead Arranger:	Subject to Section 2 of the Commitment Letter, CS Securities will act as sole bookrunner and sole lead arranger for the Revolving Facility (the “Arranger”), and will perform the duties customarily associated with such roles.
Syndication Agent:	At the option of the Arranger, a financial institution identified by the Arranger and acceptable to the Borrower (the “Syndication Agent”).
Documentation Agent:	At the option of the Arranger, a financial institution identified by the Arranger and acceptable to the Borrower (the “Documentation Agent”).

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Revolving Facility:	A senior secured asset-based revolving credit facility in an aggregate principal amount of $200,000,000, consisting of (a) a $180,000,000 aggregate principal amount last in, first out tranche (the “LIFO Tranche”) and (b) a $20,000,000 aggregate principal amount first in, last out tranche (the “FILO Tranche” and, together with the LIFO Tranche, the “Revolving Facility”), of which up to $50,000,000 will be available in the form of letters of credit.
	In connection with the Revolving Facility, CS (in such capacity, the “Swingline Lender”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to an aggregate amount to be mutually agreed upon. Except for purposes of calculating the Commitment Fee described below, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each Lender under the Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.
Purpose:	(A)   The proceeds of loans under the Revolving Facility will be used by the Borrower (a) with respect to the Initial Revolving Borrowing (as defined below), solely to finance working capital needs of the Company as of the Closing Date and (b) with respect to all other borrowings thereunder, for general corporate purposes of the Borrower and its subsidiaries.
	(B)   Letters of credit will be used solely to support payment obligations incurred in the ordinary course of business by the Borrower and its subsidiaries.
Availability:	Loans of up to an amount equal to the excess, if any, of (a) the working capital of the Company (disregarding any items increasing working capital not consistent with past practices) on the Closing Date over (b) the average working capital of the Company for the latest twelve month period most recently ending prior to the Closing Date, may be made under the Revolving

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	Facility on the Closing Date for the purposes described above (the “Initial Revolving Borrowing”). Thereafter, loans under the Revolving Facility will be available, subject to the then-applicable Borrowing Base (as defined below), at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts to be mutually agreed upon. Subject to the then-applicable Borrowing Base, amounts repaid under the Revolving Facility may be reborrowed.
Borrowing Base:	The Borrowing Base (the “Borrowing Base”) at any time with respect to the LIFO Tranche shall equal sum of (a) up to 90% of the value of eligible accounts receivable plus (b) the lesser of (i) up to 75% of the value (stated at the lower of cost or market value) of eligible inventory and (ii) up to 90% of the orderly liquidation value, net of liquidation costs, of eligible inventory. The Borrowing Base with respect to the FILO Tranche shall be limited to (a) up to an additional 5% of the value of eligible accounts receivable and (b) up to an additional 10% of the orderly liquidation value, net of liquidation costs, of eligible inventory.
	The Borrowing Base will be computed monthly (or as more frequently as the Borrower may elect) by the Borrower and a certificate (the “Borrowing Base Certificate”) presenting the Borrower’s computation of the Borrowing Base will be delivered to the Agents promptly, but in no event later than the tenth business day, following the end of each month; provided, however, that, for so long as excess availability under the Revolving Facility is less than $20,000,000 (a “Liquidity Event”), the Borrower will be required to compute the Borrowing Base and deliver a Borrowing Base Certificate more frequently in a manner to be mutually agreed upon.
	Eligibility criteria shall be agreed upon by the Agents and the Borrower and shall be customary for facilities of this type. In addition, the Agents shall have the right to establish reserves with

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	respect to the Borrowing Base in their commercially reasonable judgment, exercised in accordance with customary business practices for comparable asset-based lending transactions.
Interest Rates and Fees:	As set forth on Annex I hereto.
Default Rate:	The applicable interest rate plus 2.0% per annum in respect of overdue amounts.
Letters of Credit:	Letters of credit under the Revolving Facility will be issued by CS or another Lender acceptable to the Borrower and the Administrative Agent (the “Issuing Bank”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the fifth business day prior to the final maturity of the Revolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above).
	Drawings under any letter of credit shall be reimbursed by the Borrower on the same business day. To the extent that the Borrower does not reimburse the Issuing Bank on the same business day, the Lenders under the Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments.
	The issuance of all letters of credit shall be subject to the customary procedures of the Issuing Bank.
Final Maturity:	The Revolving Facility will mature and the commitments thereunder will terminate on the date that is six years after the Closing Date.
Guarantees:	All obligations of the Borrower under the Revolving Facility and under any interest rate protection or other hedging arrangements entered into with the Administrative Agent, the Arranger, a Lender or any affiliate of any of the foregoing (“Hedging Arrangements”) will be unconditionally guaranteed (the “Guarantees”) by Holdings and by each existing and subsequently acquired or organized domestic

A-6

subsidiary (other than certain immaterial subsidiaries to be mutually agreed upon) of the Borrower (the “Subsidiary Guarantors”). Any guarantees to be issued in respect of the Term Facility shall rank pari passu with the obligations under the Guarantees, and any guarantees to be issued in respect of the Notes shall be subordinated to the obligations under the Guarantees.

Security:

Subject to the second paragraph of Section 6 of the Commitment Letter, the Revolving Facility, the Guarantees and any Hedging Arrangements will be secured by substantially all the assets of Holdings, the Borrower and each Subsidiary Guarantor, whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority security interest in all personal property of Holdings, the Borrower and each Subsidiary Guarantor, consisting of accounts receivable, inventory, cash, deposit accounts, certain assets related thereto and all proceeds of the foregoing (the “Current Asset Collateral”), (b) a perfected second-priority pledge of all the capital stock of the Borrower, (c) a perfected second-priority pledge of all the capital stock held by Holdings, the Borrower or any Subsidiary Guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary) (the Collateral described in clauses (b) and (c), collectively, the “Pledged Collateral”), (d) perfected second-priority security interests in, and mortgages on, substantially all plant, material owned real property and equipment of the Borrower and each Subsidiary Guarantor (the “PP&E Collateral”) and (e) perfected second-priority security interests in substantially all other personal property of Holdings, the Borrower and each Subsidiary Guarantor, including, without limitation, investment property, contract rights, intellectual property, other general intangibles, commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing, but excluding the Current Asset

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Collateral and the PP&E Collateral (the “Other Personal Property Collateral”).

Notwithstanding the foregoing, the Borrower shall not be required to take any action with respect to creation or perfection of security interests in any assets or property to the extent that the cost of perfecting such security interest is unreasonable in relation to the benefits to the Lenders of the security afforded thereby in the Administrative Agent’s reasonable judgment after consultation with the Borrower.

Notwithstanding the foregoing, with respect to distribution centers and other locations to be mutually agreed upon, collateral access arrangements reasonably satisfactory to the Agents shall be implemented (to the extent not implemented on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, within a period of time after the Closing Date reasonably specified by the Agents or otherwise mutually agreed upon).

The lien priority, relative rights and other creditors’ rights issues in respect of the Revolving Facility and the Term Facility will be set forth in customary intercreditor provisions that will be included in the security documents relating to the Collateral, all of which shall be reasonably acceptable to the Borrower, the Agents and the Lenders. The security documents will provide that, so long as any obligations are outstanding under the Revolving Facility, the Agents will control at all times all remedies and other actions related to the Current Asset Collateral, and that the secured parties under the Term Facility will not be entitled to take any action with respect to the Current Asset Collateral, as well as providing customary access rights to the PP&E Collateral for purposes of enforcing or protecting the Lenders’ claims to the Current Asset Collateral and/or processing, storing and distributing inventory.

Holdings, the Borrower and the Subsidiary Guarantors shall use commercially reasonable efforts to implement cash management procedures reasonably satisfactory to the Agents,

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	including, but not limited to, customary lockbox arrangements and blocked account agreements, which procedures will provide for control and, upon the occurrence of (x) a Liquidity Event or (y) an event of default (an event described in clause (x) or (y), an “Account Control Event”), springing dominion. Upon the occurrence and during the continuance of an Account Control Event, Holdings, the Borrower and the Subsidiary Guarantors shall cause or direct all cash (subject to certain reasonable and customary exceptions to be mutually agreed upon) to be deposited daily in an account subject to a blocked account agreement or maintained by the Collateral Agent (the “Collection Account”). All amounts deposited into the Collection Account during an Account Control Event shall be subject to the Collateral Agent’s sole control and such amounts shall be used to reduce exposure under the Revolving Facility as described under the caption “Mandatory Prepayments”.
	All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, reasonably satisfactory to the Lenders, and except to the extent securing the Term Facility (a) on a second-priority basis in respect of all Current Asset Collateral and (b) on a first-priority basis in respect of all Pledged Collateral, PP&E Collateral and Other Personal Property Collateral, none of the Collateral shall be subject to any other liens, subject to permitted liens customary for facilities of this type for affiliates of the Sponsors.
Mandatory Prepayments:	(A)   If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Revolving Facility exceeds the lesser of (i) the Revolving Facility commitment amount and (ii) the then-applicable Borrowing Base, then the Borrower will immediately repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the Revolving Facility commitment amount.

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	(B)   Following the occurrence and during the continuance of an Account Control Event, all amounts deposited in the Collection Account will be promptly applied by the Administrative Agent to repay outstanding loans and cash collateralize letters of credit.
Voluntary Prepayments and Reductions in Commitments:	Voluntary reductions of the unutilized portion of the commitments under the Revolving Facility and prepayments of borrowings thereunder will be permitted at any time, in minimum principal amounts to be mutually agreed upon, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period.
Representations and Warranties:	Subject to the following paragraph, usual for facilities and transactions of this type for affiliates of the Sponsors, limited to: financial statements (i) presenting fairly in all material respects the financial position and results of operations of the Borrower and its subsidiaries at the respective dates of such information and for the respective periods covered thereby and (ii) having been prepared in accordance with U.S. GAAP consistently applied (except to the extent provided in the notes thereto); absence of undisclosed liabilities; no material adverse change after the Closing Date; corporate existence; compliance with laws (including ERISA, margin regulations, environmental laws and laws applicable to sanctioned persons); corporate power and authority; enforceability of definitive credit documentation; no conflict with laws or contractual obligations; effectiveness of governmental approvals; absence of material litigation; no default; ownership of properties; liens; intellectual property; payment of taxes; inapplicability of the Investment Company Act; subsidiaries; environmental matters; insurance; solvency on a consolidated basis; labor matters; accuracy of disclosure; validity, priority and perfection of security interests in the Collateral; and status of obligations under the Revolving Facility as senior debt and “designated senior debt”.

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	Notwithstanding anything herein to the contrary, the definitive credit documentation shall not contain any material representation or warranty not set forth herein, the accuracy of which would be a condition to the initial borrowing under the Revolving Facility.
Conditions Precedent to Effectiveness of Revolving Facility and Initial Borrowing:	Usual for facilities and transactions of this type, limited to: delivery of notice of borrowing and an initial Borrowing Base Certificate; availability (subject to the then-applicable Borrowing Base); delivery of customary legal opinions, corporate documents and officers’ and public officials’ certifications; subject to the second paragraph of Section 6 of the Commitment Letter, granting and perfection of liens and other security interests in the Collateral with the priorities described above; receipt of reasonably satisfactory lien and judgment searches; execution of the Guarantees, which shall be in full force and effect; accuracy of Specified Representations; evidence of authority; payment of fees and expenses; obtaining of customary insurance; implementation of intercreditor arrangements as described herein; the Borrower having used commercially reasonable efforts to implement cash management procedures reasonably satisfactory to the Administrative Agent; absence of Material Adverse Effect (as defined in the Merger Agreement); and absence of defaults or events of default (other than by breach of a representation which is not a condition to closing).
	The effectiveness of the Revolving Facility will also be subject to the applicable conditions precedent set forth in Exhibit C to the Commitment Letter (the “Commitment Letter”). Notwithstanding anything herein to the contrary, the definitive credit documentation shall not contain any material condition precedent other than the conditions precedent set forth herein or in such Exhibit.

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Conditions Precedent to all Borrowings (other than the Initial Borrowing):	Delivery of notice of borrowing, availability (subject to the then-applicable Borrowing Base), accuracy of representations and warranties in all material respects, and absence of defaults or events of default at the time of, or after giving effect to the making of, such extension of credit.
Affirmative Covenants:	Usual for facilities and transactions of this type for affiliates of the Sponsors (to be applicable to the Borrower and its restricted subsidiaries), limited to: maintenance of corporate existence and material rights; maintenance of corporate separateness; performance of obligations; delivery of consolidated financial statements and other information, including information required under the PATRIOT Act; delivery of notices of default, litigation, ERISA events and material adverse change; maintenance of properties; maintenance of customary insurance; compliance with laws; inspection of books and properties; further assurances; payment of taxes; and delivery of monthly Borrowing Base Certificates and periodic updates of the field audit and inventory appraisal conducted in connection with the establishment of the Revolving Facility, in each case subject to exceptions and qualifications to be mutually agreed upon.
Negative Covenants:	Usual for facilities and transactions of this type for affiliates of the Sponsors (to be applicable to the Borrower and its restricted subsidiaries), limited to: limitations on dividends on, and redemptions and repurchases of, capital stock and other restricted payments; limitations on prepayments, redemptions and repurchases of subordinated debt and other material debt (other than (a) loans under the Revolving Facility, (b) loans under the Term Facility in circumstances to be agreed upon and (c) other exceptions to be mutually agreed upon); limitations on liens and sale-leaseback transactions; limitations on loans and investments; limitations on debt, guarantees and hedging arrangements; limitations on mergers, acquisitions and asset sales; limitations on transactions with affiliates; limitations on changes in business conducted by the Borrower and its subsidiaries (and prohibition of Holdings

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engaging in business activities or incurring liabilities other than its ownership of the capital stock of the Borrower and activities and liabilities incidental or related thereto, including its guarantee of the Revolving Facility and the Term Facility and the Notes); limitations on restrictions on ability of subsidiaries that are not Subsidiary Guarantors to pay dividends or make distributions; limitations on amendments of material debt, in each case subject to exceptions, qualifications and, as appropriate, “baskets” to be mutually agreed upon; and limitations on capital expenditures (provided that 50% of the unused amounts in respect of any fiscal year may be carried forward and applied in the immediately succeeding fiscal year) as follows:

Fiscal Year	Amount
2006	$	130,000,000
2007	$	160,000,000
2008	$	155,000,000
2009	$	155,000,000
2010	$	155,000,000
2011	$	155,000,000

The covenants with respect to dividends and other restricted payments, repayments of other debt and acquisitions and other investments will permit the same subject to: (i) no default or event of default at the time of, or after giving effect to, the subject payment, (ii) excess availability under the Revolving Facility being not less than $50,000,000 after giving effect to such payment (and, in the event the aggregate amount of payments subject to the payment conditions in any 30-day period is or would be greater than $50,000,000, projected excess availability for the six-month period following such payment being not less than $50,000,000 at any time) and (iii) pro forma compliance with the fixed charge coverage ratio set forth below under the caption “Financial Covenants” (whether or not a Liquidity Event is then existing).

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Unrestricted Subsidiaries:	The definitive credit documentation will contain provisions pursuant to which, subject to limitations to be mutually agreed (including limitations on the amount of loans and advances to, and other investments in, unrestricted subsidiaries), the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary. Unrestricted subsidiaries will not be subject to the affirmative or negative covenant, representations and warranties (other than certain representations and warranties to be mutually agreed upon) or event of default provisions of the definitive credit documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance (to the extent applicable) with any financial ratio contained in the definitive credit documentation.
Financial Covenants:	None, provided that, upon the occurrence and during the continuance of a Liquidity Event, the Borrower will be subject to a minimum fixed charge coverage ratio of 1.0:1:0 (with financial definitions and measurement periods to be mutually agreed upon).
	For purposes of determining compliance with the foregoing financial ratio, any cash equity contribution (which equity shall be common equity or Permitted Preferred Equity) made to Holdings after the Closing Date and on or prior to the day on which any borrowing under the Revolving Facility is requested during any period in which a Liquidity Event exists will, at the request of the Borrower and provided that the proceeds thereof have been contributed to the Borrower as cash common equity (or Permitted Preferred Equity), be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial ratio on a pro forma basis after giving effect to such borrowing as at the most recent fiscal

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	quarter-end and applicable subsequent periods, provided further that (a) in each four fiscal quarter period, there shall be at least two fiscal quarters in which no such equity contribution is made and (b) the amount of any such equity contribution shall be no greater than the amount required to cause the Borrower to be in compliance with such financial ratio.
Events of Default:	Usual for facilities and transactions of this type for affiliates of the Sponsors (subject, where appropriate, to customary and other agreed upon grace periods and exceptions), limited to: nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration; bankruptcy; material judgments; ERISA events; actual or asserted invalidity of guarantees, security documents or subordination provisions of the agreements evidencing the Notes or any other material subordinated indebtedness; and Change of Control (to be defined in a manner customary for affiliates of the Sponsors).
Voting:	Amendments and waivers of the definitive credit documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Revolving Facility (with certain amendments and waivers affecting the Borrowing Base or otherwise increasing availability thereunder requiring approval of Lenders holding more than 66-2/3% of the aggregate amount of loans and commitments under the Revolving Facility), except that the consent of each affected Lender (subject to customary “yank-a-bank” provisions) shall be required with respect to, among other things, (a) increases in the commitment of such Lender, (b) reductions of principal, interest or fees payable to such Lender, (c) extensions of final maturity and (d) releases of all or substantially all of the value of the Guarantees (other than in connection with permitted asset sales) or all or substantially all of the Collateral.

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Cost and Yield Protection:	Usual for facilities and transactions of this type.
Assignments and Participations:	The Lenders will be permitted to assign loans and commitments under the Revolving Facility with the consent of the Borrower, the Swingline Lender and the Issuing Bank, in each case not to be unreasonably withheld or delayed; provided that the consent of the Borrower shall not be required (a) if such assignment is made to another Lender or an affiliate of a Lender or (b) after the occurrence and during the continuance of a payment or bankruptcy event of default. All assignments will require the consent of the Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $5,000,000. The Lenders will be permitted to sell participations in loans and commitments without restriction. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments, (b) reductions of principal, interest or fees, (c) extensions of final maturity and (d) releases of all or substantially all of the value of the Guarantees (other than in connection with permitted asset sales) or all or substantially all of the Collateral.
Expenses and Indemnification:	The Borrower will indemnify the Arranger, the Agents, the Syndication Agent, the Documentation Agent, the Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all reasonable documented out-of-pocket costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates) that relates to the Transactions, including the financing contemplated hereby, the

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	Acquisition or any transactions connected therewith, provided that no Indemnified Person will be indemnified for any cost, expense or liability to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from its gross negligence or willful misconduct. In addition, all reasonable documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of not more than one counsel in each jurisdiction (subject to customary exceptions for actual or potential conflicts of interest)) of the Arranger, the Agents, the Syndication Agent, the Documentation Agent and the Lenders for enforcement costs and documentary taxes associated with the Revolving Facility will be paid by the Borrower.
Governing Law and Forum:	New York.
Counsel to Administrative Agent and Arranger:	Cravath, Swaine & Moore LLP.

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ANNEX I

Interest Rates:

The interest rates under the Revolving Facility will be, at the option of the Borrower, (a) with respect to the LIFO Tranche, Adjusted LIBOR plus 1.50% or ABR plus 0.50%, and (b) with respect to the FILO Tranche, Adjusted LIBOR plus 2.50% or ABR plus 1.50%; provided that interest rate margins with respect to the LIFO Tranche shall be subject to adjustment in accordance with the provisions set forth under the caption “Pricing Grid” below. The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if available to all Lenders, 9 or 12 months) for Adjusted LIBOR borrowings. Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every three months. ABR is the Alternate Base Rate, which is the higher of CS’s Prime Rate and the Federal Funds Effective Rate plus  1/2 of 1.0%. Adjusted LIBOR will at all times include statutory reserves.

Letter of Credit Fee:

A per annum fee equal to the spread over Adjusted LIBOR in respect of the LIFO Tranche under the Revolving Facility (in the case of standby letters of credit, and in the case of documentary letters of credit, such spread less 0.50% per annum) will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Facility pro rata in accordance with the amount of each such Lender’s Revolving Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to 0.125% per annum of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Commitment Fees:	0.25% per annum on the undrawn portion of the commitments in respect of the Revolving Facility, payable quarterly in arrears after the Closing Date and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year; provided that the commitment fees with respect to the LIFO Tranche under the Revolving Facility shall be subject to adjustment in accordance with the provisions set forth under the caption “Pricing Grid” below.
Changes in Interest Rate Margins and Commitment Fees:	The definitive credit documentation for the Revolving Facility will contain provisions under which, from and after the date of delivery of the Borrower’s financial statements covering the first full fiscal quarter ending after the Closing Date, and so long as no event of default shall have occurred and be continuing, interest rate margins and commitment fees under the LIFO Tranche under the Revolving Facility will be subject to change based on the Pricing Grid set forth below.
Pricing Grid:	Subject to the foregoing, interest rate margins and commitment fees under the LIFO Tranche under Revolving Facility will be determined in accordance with the Pricing Grid set forth below.

Daily Average Excess Availability	Adjusted LIBOR Spread (bps)	ABR Spread (bps)	Commitment Fees
Less than $25,000,000	175	75	25
Less than $75,000,000 but equal to or greater than $25,000,000	150	50	25
Less than $125,000,000 but equal to or greater than $75,000,000	125	25	37.5
Equal to or greater than $125,000,000	100	0	37.5

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CONFIDENTIAL
July 13, 2006	EXHIBIT B

PROJECT ROVER

$650,000,000 Senior Secured Term Loan Facility

Summary of Principal Terms and Conditions¹

Borrower:	The Borrower under the Revolving Facility.
Term Loan Agent:	Credit Suisse, acting through one or more of its branches or affiliates (“CS”), will act as sole administrative and collateral agent (the “Term Loan Agent”) for a syndicate of banks, financial institutions and other institutional lenders (together with CS, the “Term Loan Lenders”), and will perform the duties customarily associated with such roles.
Sole Bookrunner and Sole Lead Arranger:	Subject to Section 2 of the Commitment Letter, CS Securities will act as sole bookrunner and sole lead arranger for the Term Facility (the “Term Loan Arranger”), and will perform the duties customarily associated with such roles.
Syndication Agent:	At the option of the Term Loan Arranger, a financial institution identified by the Term Loan Arranger and acceptable to the Borrower (the “Term Loan Syndication Agent”).
Documentation Agent:	At the option of the Term Loan Arranger, a financial institution identified by the Term Loan Arranger and acceptable to the Borrower (the “Term Loan Documentation Agent”).
Term Facility:	A senior secured term loan facility in an aggregate principal amount of $650,000,000 (the “Term Facility”).
Purpose:	The proceeds of the Term Facility will be used by the Borrower on Closing Date (together with the proceeds of the Notes and the Equity Contribution) solely (a) to pay the Merger Consideration, (b) to refinance the Existing Debt and (c) to pay the Transaction Costs.

¹ All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including Exhibit A thereto (the “Revolving Facility Term Sheet”).

Availability:	The full amount of the Term Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.
Interest Rates and Fees:	As set forth on Annex I hereto.
Default Rate:	The applicable interest rate plus 2.0% per annum on overdue amounts.
Final Maturity and Amortization:	The Term Facility will mature on the date that is seven years after the Closing Date, and will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Term Facility with the balance payable on the maturity date of the Term Facility.
Guarantees:	Holdings and each existing and subsequently acquired or organized domestic subsidiary of the Borrower that is a guarantor of the Revolving Facility will guarantee the Term Facility on a senior basis. Any guarantees to be issued in respect of the Term Facility shall rank pari passu with the Guarantees of the Revolving Facility and shall rank senior to the guarantees to be issued in respect of the Notes.
Security:	Subject to the second paragraph of Section 6 of the Commitment Letter, the Term Facility and the guarantees thereof will be secured (on a first-priority or a second-priority basis as provided below) by all the assets of Holdings, the Borrower and each Subsidiary Guarantor that constitute Collateral under the Revolving Facility, including (a) a perfected second-priority security interest in the Current Asset Collateral, (b) a perfected first-priority pledge of the Pledged Collateral, (c) perfected first-priority security interests in, and mortgages on, the PP&E Collateral and (d) perfected first-priority security interests in the Other Personal Property Collateral. The lien priority, relative rights and other creditors’ rights issues in respect of the Term Facility and the Revolving Facility will be set forth in customary intercreditor provisions that will be included in the

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security documents relating to the Collateral, all of which shall be reasonably acceptable to the Borrower, the Term Loan Agent and the Term Loan Lenders. The security documents will provide that, so long as any obligations are outstanding under the Term Facility, the Term Loan Agent will control at all times all remedies and other actions related to the Pledged Collateral, the PP&E Collateral and the Other Personal Property Collateral, and that the secured parties under the Revolving Facility will not be entitled to take any action with respect to the Pledged Collateral, the PP&E Collateral or the Other Personal Property Collateral (other than customary access rights to the PP&E Collateral for purposes of protecting the claims of the secured parties under the Revolving Facility to the Current Asset Collateral and/or processing, storing and distributing inventory). All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, reasonably satisfactory to the Term Loan Lenders, and, other than the Shared Liens, and except to the extent securing the Revolving Facility (i) on a first-priority basis in respect of all Current Asset Collateral and (ii) on a second-priority basis in respect of all Pledged Collateral, PP&E Collateral and Other Personal Property Collateral, none of the Collateral shall be subject to any other liens, subject to permitted liens customary for facilities of this type for affiliates of the Sponsors.

Mandatory Prepayments:

Loans under the Term Facility shall be prepaid with (a) 50% of Excess Cash Flow (to be defined in a mutually satisfactory manner and commencing with the first full fiscal year ending after the Closing Date), with a reduction to 25% upon achievement and maintenance of a total Leverage Ratio (to be defined in a mutually satisfactory manner) of less than 4.5x and with a reduction to 0% upon achievement and maintenance of a total Leverage Ratio of less than 4.0x; provided that any voluntary prepayments of loans under the Term Facility (or loans under the Revolving Facility to the extent commitments thereunder are permanently reduced by the amount of such prepayments), other than

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prepayments funded with the proceeds of incurrences of indebtedness, shall be credited against Excess Cash Flow prepayment obligations on a dollar-for-dollar basis, (b) 100% of the net cash proceeds of all asset sales or other dispositions of property by Holdings and its subsidiaries (including proceeds from the sale of stock of any subsidiary of the Borrower and insurance and condemnation proceeds) (subject to exceptions to be mutually agreed upon and a 100% reinvestment right if reinvestment is completed within 365 days of such sale or disposition), (c) 100% of the net cash proceeds of issuances, offerings or placements of debt obligations of Holdings and its subsidiaries (subject to exceptions to be agreed upon) and (d) 50% of the net cash proceeds of issuances of equity securities of Holdings and its subsidiaries (other than equity issuances to the Investors or management and subject to other exceptions to be agreed upon). Notwithstanding the foregoing, each Term Loan Lender shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected shall be offered to each non-rejecting Term Loan Lender. Any mandatory prepayments remaining after being reoffered to such non-rejecting Term Loan Lenders may be retained by the Borrower. Mandatory prepayments will be applied to the remaining amortization payments of loans under the Term Facility in forward order of maturity.

Voluntary Prepayments:

Voluntary prepayments of borrowings under the Term Facility will be permitted at any time, in minimum principal amounts to be mutually agreed upon, without premium or penalty, subject to reimbursement of the Term Loan Lenders’ redeployment costs in the case of a prepayment other than on the last day of the relevant interest period. Voluntary prepayments shall be applied to the remaining amortization payments of loans under the Term Facility in the manner directed by the Borrower.

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Representations and Warranties:	As specified under the caption “Representations and Warranties” in the Revolving Facility Term Sheet.
Conditions Precedent to Borrowing:	Those specified under the captions “Conditions Precedent to Effectiveness of Revolving Facility” in the Revolving Facility Term Sheet (other than those relating to delivery of a borrowing base certificate, to borrowing base availability and to implementation of satisfactory cash management procedures, and with the conditions set forth therein relating to the priority of the security interests in the Collateral to apply mutatis mutandis based on the priority of such security interests in respect of the Term Facility as set forth above under the caption “Security”).
	The borrowing under the Term Facility will also be subject to the applicable conditions precedent set forth in Exhibit C to the Commitment Letter.
Affirmative Covenants:	As specified under the caption “Affirmative Covenants” in the Revolving Facility Term Sheet, with such changes as are appropriate in connection with the Term Facility, including the exclusion of borrowing base-specific covenants and the inclusion of a covenant to use commercially reasonable efforts to maintain a rating (but not a particular rating) of the Term Facility by each of S&P and Moody’s.
Negative Covenants:	Customary for publicly traded high yield debt securities based on the Sponsors’ precedent transactions (to be applicable to the Borrower and its restricted subsidiaries), limited to: restrictions on liens; restrictions on debt and guarantees (with exceptions for debt incurred so long as in pro forma compliance with a ratio to be mutually agreed); restrictions on mergers and consolidations; restrictions on sales, transfers and other dispositions of assets; restrictions on investments; restrictions on sale-leaseback transactions; restrictions on dividends and other distributions to stockholders; restrictions on prepayment, redemption or repurchases of subordinated debt; restrictions on changing the nature of the Borrower’s business; restrictions on transactions with affiliates; and restrictions on dividend and other payment restrictions affecting restricted subsidiaries, in each

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	case subject to exceptions, qualifications and, as appropriate, “baskets” to be mutually agreed.
Unrestricted Subsidiaries:	As specified under the caption “Unrestricted Subsidiaries” in the Revolving Facility Term Sheet.
Financial Covenants:	None.
Events of Default:	Customary for publicly traded high yield debt securities (except as provided below) based on the Sponsors’ precedent transactions (subject, where appropriate, to customary and other mutually agreed upon grace periods and exceptions), limited to: nonpayment of principal, interest or other amounts; violation of covenants; cross default and cross acceleration that are customary for senior secured credit facilities; bankruptcy; material judgments; actual or asserted invalidity of guarantees or security documents; and Change of Control (to be defined in a manner customary for affiliates of the Sponsors).
Voting:	Amendments and waivers of the definitive credit documentation will require the approval of Term Loan Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Term Facility, except that the consent of each affected Term Loan Lender (subject to customary “yank-a-bank” provisions) shall be required with respect to, among other things, (a) increases in the commitment of such Term Loan Lender, (b) reductions of principal, interest or fees payable to such Term Loan Lender, (c) extensions of final maturity of the loans of such Term Loan Lender and (d) releases of all or substantially all of the value of the Guarantees (other than in connection with permitted asset sales) or all or substantially all of the Collateral.
Cost and Yield Protection:	Usual for facilities and transactions of this type.
Assignments and Participations:	The Term Loan Lenders will be permitted to assign loans under the Term Facility with the consent of the Borrower, not to be unreasonably withheld or delayed; provided that the consent of the Borrower shall not be required (i) if such assignment is made to another Term Loan Lender or an affiliate or an

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approved fund of a Term Loan Lender or (ii) after the occurrence and during the continuance of a payment or bankruptcy event of default. All assignments will require the consent of the Term Loan Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $1,000,000. The Term Loan Lenders will be permitted to sell participations in loans and commitments without restriction. Voting rights of participants shall be limited to matters in respect of (a) reductions of principal, interest or fees, (b) extensions of final maturity and (c) releases of all or substantially all of the value of the Guarantees (other than in connection with permitted asset sales) or all or substantially all of the Collateral.

Expenses and Indemnification:

The Borrower will indemnify the Term Loan Arranger, the Term Loan Agent, the Term Loan Syndication Agent, the Term Loan Documentation Agent, the Term Loan Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all reasonable documented out-of-pocket costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions connected therewith, provided that no Indemnified Person will be indemnified for any cost, expense or liability to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from its gross negligence or willful misconduct. In addition, all reasonable documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of not more than one counsel in each

B-7

	jurisdiction (subject to customary exceptions for actual or potential conflicts of interest)) of the Term Loan Arranger, the Term Loan Agent, the Term Loan Syndication Agent, the Term Loan Documentation Agent and the Term Loan Lenders for enforcement costs and documentary taxes associated with the Term Facility will be paid by the Borrower.
Governing Law and Forum:	New York.
Counsel to Term Loan Agent and Term Loan Arranger:	Cravath, Swaine & Moore LLP.

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ANNEX I

Interest Rates: The interest rates under the Term Facility will be, at the option of the Borrower, (i) if on the Closing Date, the Term Facility shall have been rated B1 or higher by Moody’s and B+ or higher by S&P (in each case with no negative outlook), Adjusted LIBOR plus 2.50% or ABR plus 1.50% and (ii) if on the Closing Date, the Term Facility shall have not been so rated, Adjusted LIBOR plus 2.75% or ABR plus 1.75%.   The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if available to all Lenders, 9 or 12 months) for Adjusted LIBOR borrowings.   Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every three months.   ABR is the Alternate Base Rate, which is the higher of CS’s Prime Rate and the Federal Funds Effective Rate plus  ¹/2 of 1.0%.   Adjusted LIBOR will at all times include statutory reserves.

EXHIBIT C

PROJECT ROVER

$200,000,000 Senior Secured Asset-Based Revolving Credit Facility

$650,000,000 Senior Secured Term Loan Facility

Summary of Additional Conditions Precedent¹

Except as otherwise set forth below, the effectiveness of the Revolving Facility and the initial borrowing under each of the Facilities shall be subject to the following additional conditions precedent:

1. The Acquisition, the other transactions contemplated by the Merger Agreement and the other Transactions shall be consummated simultaneously or substantially simultaneously with the initial funding of the Facilities in all material respects on the terms described in the Term Sheets and the Merger Agreement; the Merger Agreement and all material related documentation shall be reasonably satisfactory to the Agent (to the extent furnished to the Agent on or prior to the execution and delivery of the Commitment Letter, the Agent acknowledges such satisfaction) and no provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner adverse to the Lenders in any material respect without the consent of the Agent (such consent not to be unreasonably withheld or delayed); and the Equity Contribution shall have been made and shall not be less than 25% of the pro forma total consolidated capitalization of Holdings on the Closing Date.

2. The Borrower shall have received not less than $500,000,000 in gross cash proceeds from the issuance of the Notes in a public offering or in a Rule 144A or other private placement. The Notes shall be issued substantially on the terms set out in the note purchase commitment letter dated on or about July 13, 2006 addressed to the Borrower by GS Mezzanine Partners 2006 Onshore Fund, L.P., and otherwise on terms reasonably satisfactory to the Agent, which terms shall include, without limitation, that the Notes shall be subordinated to the Facilities pursuant to subordination provisions usual and customary for privately-placed senior subordinated note issues, which shall include customary payment blockage provisions but no remedies blockage provisions, and shall contain no financial maintenance covenants.

3. All amounts due or outstanding in respect of the Existing Debt shall have been (or substantially simultaneously with the closing under the Facilities shall be) paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any) thereof and security (if any) therefor discharged and released (or, in respect of the Existing Notes, the Tender Offer and Consent Solicitation or the Existing Notes Covenant Defeasance, as applicable, shall have been effected). After giving effect to the

¹ All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Exhibit C is attached, including Exhibits A and B thereto. Unless the context requires otherwise, references herein to the Agent shall be deemed to be references to each of the Administrative Agent and the Term Loan Agent (and, where applicable, references herein to the Agents shall be deemed to be references to each of the Administrative Agent and the Collateral Agent).

Transactions and the other transactions contemplated hereby, Holdings and its subsidiaries shall have outstanding no indebtedness or preferred stock other than (a) the loans and other extensions of credit under the Revolving Facility, (b) the loans under the Term Facility, (c) the Notes (and, if applicable, Existing Notes (i) not tendered in connection with the Tender Offer (it being understood and agreed that, if more than an amount to be mutually agreed upon of Existing Notes shall remain so outstanding, the aggregate principal amount of the Term Facility will be reduced in a corresponding amount) or (ii) after giving effect to any Existing Notes Covenant Defeasance), (d) other limited indebtedness to be mutually agreed upon (including capitalized lease obligations) and (e) any preferred stock issued in connection with the Equity Contribution.

4. The Agent shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for the 2003, 2004 and 2005 fiscal years and (b) U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for (i) each subsequent fiscal quarter ended at least 45 days before the Closing Date and (ii) to the extent made available under the Merger Agreement, for each fiscal month after the most recent fiscal quarter for which financial statements were received by the Agent as described above and ended at least 30 days before the Closing Date (excluding footnotes).

5. The Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the four-fiscal quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days before the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements.

6. The Agent shall have received a customary certificate from the chief financial officer of the Borrower certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent.

7. The Agent shall have received all documentation and other information reasonably requested by it that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

8. With respect to the Revolving Facility, the Agents shall (a) have received (i) a borrowing base audit with respect to the relevant collateral to be included in the Borrowing Base and the relevant accounting systems, policies and procedures of Holdings and its subsidiaries and (ii) an appraisal of the net orderly liquidation value of inventory in form and substance reasonably satisfactory to the Agents, and (b) be reasonably satisfied with the Borrower’s cash management system, blocked account agreements and lockbox arrangements. The Company shall have cooperated in a manner

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reasonably satisfactory to the Agents in connection with such audit and appraisal, including by providing reasonable access to its assets and the assets of its subsidiaries.

9. With respect to the Revolving Facility, the Agents shall have received a Borrowing Base Certificate for the month most recently ended prior to the Closing Date, certified by the chief financial officer of the Borrower, which demonstrates that the lesser of (a) the Borrowing Base and (b) $200,000,000, shall exceed the aggregate amount of the loans to be made and letters of credit to be issued (if any) under the Revolving Facility on the Closing Date by at least $50,000,000.

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EX-99.B.4

Exhibit (b)(4)

July 13, 2006

Rover Holdings Corp.

c/o Leonard Green & Partners, L.P.

11111 Santa Monica Boulevard

Suite 2000

Los Angeles, California 90025

Attention: John Baumer

and

c/o Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, Texas 76102

Attention: Carrie Wheeler

Ladies and Gentlemen:

We understand that Rover Holdings Corp., a newly formed Delaware corporation (“you” or “HoldCo”), which is controlled by affiliates of Leonard Green & Partners, L.P. and Texas Pacific Group (collectively, the “Sponsors”), and Rover Acquisition Corp., a newly formed Delaware corporation (“AcquisitionCo”), all of the outstanding capital stock of which is owned by HoldCo, have entered into that certain Agreement and Plan of Merger, dated as of the date hereof and previously furnished to us (the “Acquisition Agreement”), among HoldCo, AcquisitionCo and PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), pursuant to which AcquisitionCo will be merged (the “Merger”) with and into the Company, with the Company as the surviving corporation of the Merger (the Merger and related acquisition transaction, the “Acquisition”). Upon consummation of the Acquisition, HoldCo will be a holding company that directly owns, and the sole asset of which is, all of the outstanding capital stock of the Company, as the surviving entity of the Merger pursuant to which the Acquisition is effected.

We further understand that, in order to finance the Acquisition, refinance certain existing indebtedness of the Company (including the Company’s existing term loan facility in an aggregate principal amount of approximately $80,000,000 and the Company’s outstanding senior subordinated notes (the “Existing Notes”) in an aggregate principal amount of approximately $89,300,000¹), and pay related transaction fees and expenses (collectively, the “Transactions”), HoldCo and AcquisitionCo will require funds to be provided from:

(a) (i) the issuance by HoldCo of common and preferred equity securities (the “HoldCo Stock”)

¹ We understand that, to the extent the Existing Notes may not be redeemed prior to the Closing Date, the Company, HoldCo and/or AcquistionCo will either (a) offer to purchase (“the Tender Offer”) all of the Existing Notes and concurrently solicit consents from the holders thereof (the “Consent Solicitation”) to amend the indenture governing the Existing Notes to eliminate the significant restrictive covenants and eliminate or modify certain events of default and related provisions contained therein or (b) deposit funds with the trustee under the indenture governing the Existing Notes sufficient to “defease” on the Closing Date the Existing Notes pursuant to the terms of the indenture governing such notes (the “Defeasance”).

1

to the Sponsors for cash proceeds equal to (together with the rollover equity referred to below) at least 25% of the total debt and equity financing required by HoldCo to complete the Acquisition (the “Equity Contribution”), and (ii) the “rollover” of certain existing equity investments in the Company by certain members of existing management of the Company;

(b) the borrowing by AcquisitionCo of approximately $650 million aggregate principal amount of term loans under a senior secured credit facility (such term loans, together with a revolving credit facility of approximately $200 million (of which AcquisitionCo may draw no more than the amount equal to the excess, if any, of working capital of the Company (disregarding any items increasing working capital not consistent with past practices) on the Closing Date (as defined below) over the average working capital of the Company for the latest twelve month period most recently ending prior to the Closing Date), the “Senior Credit Facilities”), pursuant to that certain commitment and related letters from Credit Suisse and Credit Suisse Securities (USA) LLC (“Lead Arrangers”), each dated as of the date hereof and previously furnished to us (collectively, the “Bank Commitment Letter”); and

(c) the issuance and sale by AcquisitionCo to the Purchasers (as defined below) of its senior subordinated notes on the terms described herein (the “Notes”) in an original principal amount of $500 million.

This letter confirms the terms and conditions pursuant to which GS Mezzanine Partners 2006 Onshore Fund, L.P. and its affiliated investment funds or other affiliates of The Goldman Sachs Group, Inc. (collectively, the “GS Purchasers”) commit to purchase, for cash, in connection with the Transactions from AcquisitionCo, the Notes at the Closing (as defined below). You hereby agree that the GS Purchasers shall have the right in consultation with the Sponsors, to syndicate and assign a portion of the GS Purchasers’ commitment to purchase the Notes hereunder (not to exceed $100 million of the original principal amount of the Notes) to certain limited partners of the GS Purchasers identified by the GS Purchasers and to other third party investors identified by the GS Purchasers (any such permitted assignees, referred to from and after the effective date of any such assignment, together with the GS Purchasers, collectively, as the “Purchasers”); provided that, without your consent (not to be unreasonably withheld or delayed), no assignment by a GS Purchaser prior to the Closing shall release such GS Purchaser from its commitment hereunder.

In addition, this letter confirms your agreement to offer to the Purchasers the right to co-invest (the “Equity Co-Investment”) in up to $50 million of the HoldCo Stock (the “Purchaser Equity Securities”, and, together with the Notes, the “Securities”) at the Closing, allocated between each class of common and preferred equity of HoldCo in the same proportion, offered on the same economic terms and conditions and for the same relative consideration, as the Equity Contribution made by the Sponsors; provided that the Purchasers shall have a period of 14 days from the date of your acceptance of this letter to elect (by written notice to you) whether to participate in the Equity Co-Investment. The Purchaser Equity Securities shall be allocated among some or all of the Purchasers as determined by the GS Purchasers.

1. Purchase and Sale. The purchase and sale of the Notes and the Purchaser Equity Securities (if applicable) shall be at the price and subject to the terms and conditions specified herein and in the term sheet attached hereto as Annex B (the “Term Sheet”).

2. Expiration of Commitment; Closing Date. The commitment of the Purchasers hereunder shall expire at 5:00 p.m., New York City time, on July 21, 2006 (the “Commitment Termination Date”), unless at or prior to such time you shall have executed and returned to the GS Purchasers a copy of this letter.

For purposes hereof, the “Closing Date” shall refer to the date of the closing (sometimes referred to herein as “Closing”) of the Acquisition and the financing contemplated hereby, the Transactions and the other transactions contemplated by the Acquisition Agreement, written notice of which shall be given to the GS Purchasers at least fifteen (15) days in advance thereof; provided that you may, without incurring any obligation or liability to the Purchasers and in your sole discretion, defer the Closing Date specified in such notice from time to time, in each case upon at least one business day’s notice to the GS Purchasers. If you execute this letter, unless the Closing Date shall have previously occurred or the parties to this letter otherwise agree, the commitment of the Purchasers hereunder shall terminate on the earlier of (i) the termination of the Acquisition Agreement or (ii) 5:00 p.m., New York City time, on the earlier of December 31, 2006 and the Terminal Date (as defined in the Acquisition Agreement) (the “Termination Date”).

3. Definitive Agreements. As soon as reasonably practicable after the execution of this letter, you and the GS Purchasers shall commence the negotiation of definitive agreements and documents (the “Definitive Agreements”) relating to the issuance of the Securities and other related matters (each of which, except for the agreements and documents referred to in clause (d) below, will initially be prepared by counsel to the GS Purchasers), including:

(a) one or more purchase agreements among AcquisitionCo, HoldCo and the Purchasers, which shall set forth the terms and conditions upon which the Notes and the Purchaser Equity Securities (if applicable) will be purchased by the Purchasers;

(b) an indenture with respect to the Notes among AcquisitionCo, the guarantors of the Notes and an indenture trustee reasonably satisfactory to the GS Purchasers;

(c) an exchange and registration rights agreement pursuant to which the holders of the Notes will receive certain registration rights with respect to the Notes, among AcquisitionCo, the guarantors of the Notes and the Purchasers; and

(d) if applicable, an equity subscription agreement, a registration rights agreement and a stockholders agreement among HoldCo, the Purchasers, and where applicable, the Sponsors with respect to Purchaser Equity Securities, which will be prepared by counsel to the Sponsors and which shall set forth the terms and conditions upon which Purchaser Equity Securities will be purchased and pursuant to which the holders thereof will be granted registration rights and be subject to the restrictions on transfer set forth therein.

The Definitive Agreements will include the terms summarized in the Term Sheet. Upon the consummation of the Merger, the obligations of AcquisitionCo will be assumed by the Company, as the surviving entity of the Merger. Notwithstanding anything in this Commitment Letter or the Term Sheet or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, the terms of the Definitive Agreements shall be in a form such that they do not impair the commitment hereunder to purchase the Notes on the Closing Date if the conditions set forth in Section 4 of this Commitment Letter and in the Term Sheet are satisfied (it being understood that, to the extent any guarantee is not provided on the Closing Date under both the Senior Credit Facilities and the Notes after your use of commercial reasonable efforts to do so, the delivery of such guarantee shall not constitute a condition precedent to the commitment hereunder to purchase the Notes on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed).

4. Certain Conditions Precedent. The commitment of the Purchasers hereunder is subject to the following conditions (in addition to the conditions set forth in the Term Sheet): (a) the Purchasers shall have received projections in customary form of the Company and its subsidiaries for the fiscal years 2006 through 2012 and for the six fiscal quarters beginning with the third quarter of fiscal year 2006 since the date hereof, and (b) there shall not have occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, constitutes a Material Adverse Effect (as defined below). For purposes hereof, “Material Adverse Effect” shall mean any event, circumstance, change, condition, development or occurrence either individually or in the aggregate with all other events, circumstances, changes, conditions, developments or occurrences, resulting in a material adverse effect on the business, results of operations, financial condition, assets or liabilities of the Company and its subsidiaries taken as a whole, other than any event, circumstance, change, condition, development or occurrence resulting from (1) changes in general economic conditions, whether locally, nationally or internationally, (2) changes in securities markets generally, (3) changes in the pet specialty or animal supplies industries or the retail industry generally, (4) any act of civil unrest, war or terrorism, (5) any change in Law (as defined in the Acquisition Agreement) or GAAP (as defined in the Acquisition Agreement) or interpretations thereof, (6) any changes or events resulting from the execution or announcement of the Acquisition Agreement or the announcement of the Merger or any of the other transactions contemplated by the Acquisition Agreement (including any loss of employees, suppliers, Contracts (as defined in the Acquisition Agreement) or customers of the Company or any of its subsidiaries to the extent due to the announcement of the Acquisition Agreement or the transactions contemplated thereby), (7) changes in the market price or trading volume of the Company’s common stock, (8) changes in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Company or its subsidiaries (including, in and of itself, any failure to meet analyst projections), (9) the failure, in and of itself, of the Company to meet any expected or projected financial or operating performance target publicly announced prior to the date hereof, as well as any change, in and of itself, by the Company in any expected or projected financial or operating performance target as compared with any target publicly announced prior to the date hereof, or (10) any actions required under the Acquisition Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, unless, in the case of the foregoing clauses (1), (2), (3) and (4), such changes referred to therein have a materially disproportionate effect on the business, results of operations, financial condition, assets or liabilities of the Company and its subsidiaries, taken as a whole, relative to other participants in the pet specialty or animal supplies industries.

5. Inspection and Access to Information. From and after the date of execution of this letter by the parties hereto, you shall, and shall cause AcquisitionCo to, and shall use your commercially reasonable efforts to cause the Company and its subsidiaries to, permit access to, and make available to the Purchasers’ representatives and their accounting and legal advisors for inspection and review, the properties, books, records, accounts and documents of or relating to you, AcquisitionCo, the Company and its subsidiaries, and you shall, and shall cause AcquisitionCo to, and shall use your commercially reasonable efforts to cause the Company and its subsidiaries to, make available at reasonable times and to a reasonable extent officers and employees of the Sponsors, HoldCo, AcquisitionCo, the Company and its subsidiaries to discuss with the Purchasers’ and their accounting and legal advisors the business and affairs of HoldCo, AcquisitionCo, the Company and its subsidiaries, such inspection and discussion to be undertaken prior to the execution of the Definitive Agreements. In addition, you shall, and shall cause AcquisitionCo to, and shall use your

commercially reasonable efforts to cause the Company and its subsidiaries to, provide the Purchasers with substantially the same information as shall be provided to the Lead Arrangers or the lenders in respect of the Senior Credit Facilities pursuant to the Bank Commitment Letter. The Purchasers may share the foregoing information with their respective lenders and their respective consultants and advisors (including rating agencies), so long as such lenders or other parties have entered into a customary confidentiality agreement with the Purchasers.

6. No-Shop. From the date hereof until the earliest of: (a) the mutual agreement of the parties not to pursue the execution of the Definitive Agreements; (b) the termination of such Definitive Agreements in accordance with the terms thereof; (c) the Closing Date; and (d) if the Closing Date shall not have theretofore occurred, the Termination Date (or such later date as you and the Purchasers shall have mutually agreed to extend the Purchasers’ commitment hereunder), so long as the Purchasers continue to be willing to purchase the Notes and execute the Definitive Agreements in accordance with the terms hereof, you shall not, and shall cause your affiliates, agents, representatives, and any other person acting on your or their behalf not to, directly or indirectly solicit, participate in any negotiations or discussions with or provide or afford access to information to any third party with respect to, or otherwise facilitate, encourage or accept any offers for the purchase of the Notes or any alternative debt financing arrangements in connection with the Transactions (other than the Senior Credit Facilities), and shall terminate or have terminated prior to the date hereof any agreement or arrangement related to the foregoing to which you or your affiliates are parties, as well as any of the foregoing activities and discussions as may be continuing on the date hereof with any party other than the Purchasers and their representatives.

7. Certain Payments and Expenses. In consideration of the Purchasers’ agreements hereunder, you agree to make, or cause AcquisitionCo to make, subject to the consummation of the Acquisition, the non-refundable Closing Payment as set forth in the Term Sheet to be made upon the Closing Date, as a reduction of the purchase price payable by the Purchasers for the issuance of the Notes at the Closing. In addition, if the Acquisition is consummated, you agree to reimburse, or to cause the Company to reimburse, the Purchasers, on the Closing Date for their reasonable and documented out-of-pocket expenses, including reasonable and documented fees and disbursements of not more than one counsel and any consultant and advisor approved by you, in each case incurred in relation to the transactions contemplated hereby. In addition, you agree that if the Acquisition shall have been terminated or abandoned and you or any of your affiliates shall receive any compensation in the nature of a break-up, termination, expense reimbursement or similar fee or payment (the “Break-Up Compensation”), you will promptly pay to the Purchasers an amount equal to the reasonable out-of-pocket expenses payable to the Purchasers pursuant to this letter (such expenses to be determined as if the Closing Date had occurred on the date of such termination or abandonment); provided that, to the extent that the sum of the Purchasers’ out-of-pocket expenses and the Sponsors’ out-of-pocket expenses (including fees and expenses required to be reimbursed to the Lead Arrangers) exceeds the amount of the Break-Up Compensation, such reimbursement shall be made on a pro rata basis with the payment of the Sponsors’ out-of-pocket expenses.

8. Confidentiality. This letter and its terms and the Transactions contemplated hereby shall be kept confidential by the parties hereto until the parties mutually agree upon the language and timing of a press release or the earlier public announcement of the Acquisition, provided that, without limiting the foregoing, you will provide the Purchasers reasonable opportunity to review and comment upon any reference to any of them or their

role in connection with the Transactions in any press release or other public disclosure made by or on behalf of the Sponsors, or any of its affiliates, prior to the public release thereof. Notwithstanding the foregoing, (a) the parties may disclose this letter and its terms (i) to their investors, lenders (and, if required, to the rating agencies), and limited partners, as well as the respective officers, employees, directors, affiliates (other than other portfolio companies), attorneys and advisors of the parties and their investors, lenders and limited partners on a confidential and need-to-know basis in connection with the Transactions contemplated hereby, (ii) as required by applicable law (provided that you shall and shall use your commercially reasonable efforts to cause the Company to consult with the GS Purchasers with respect to the disclosure of the financing contemplated by this letter in any filing with the Securities and Exchange Commission, including without limitation Schedule 13E-3, and shall afford the GS Purchasers or their representatives reasonable opportunity to comment thereon) or compulsory legal process or in the prosecution of any proceeding initiated by one or more of the parties hereto, (iii) to the Company and its officers, directors, consultants, advisors and counsel, on a confidential basis in connection with the Transactions, and (iv) to other Purchasers or prospective purchasers and (b) each party (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this letter and all materials of any kind (including without limitation, opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure; provided, however, that any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the transactions contemplated by this letter but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

9. Indemnification. In connection with arrangements such as this, it is our policy to receive indemnification. Effective upon execution of this letter, you hereby agree to the provisions with respect to our indemnity and other matters set forth in Annex A which are incorporated by reference into this letter.

10. Other Activities. As you know, The Goldman Sachs Group, Inc. is a full service securities firm and as such may from time to time effect transactions, for its own account or the account of customers, and hold positions in securities or options on securities of you, AcquisitionCo, and their respective subsidiaries and other companies which may be the subject of the arrangements contemplated by this letter.

11. Governing Law. This letter shall be governed by the internal laws of the State of New York without regard to principles of conflicts of laws that would require the application of laws of another state.

12. No Beneficiaries; Assignments. This letter has been and is made solely for your benefit and the benefit of the Sponsors, the Purchasers and the Purchasers’ affiliates, and no other person will acquire or have any right under or by virtue of this letter. You may not assign any of your rights or obligations hereunder without the prior written consent of the GS Purchasers; provided, however, that you may assign your rights and delegate your obligations hereunder to one or more affiliates of the Sponsors controlled by the Sponsors and formed for the

purpose of effecting the Merger, and upon such assignment and delegation and the assignee becoming bound hereunder, your obligations hereunder shall terminate.

13. Entire Agreement. This letter (including the indemnity and other provisions in Annex A and the Term Sheet in Annex B) constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and supersedes all prior communications, written and oral, between you and the Purchasers.

14. Termination; Survival. The obligations and representations of the parties hereto shall automatically terminate upon the earlier of (i) the Termination Date and (ii) the date of execution of the Definitive Agreements (in which case, the terms of this letter shall be superseded by the provisions of the Definitive Agreements). Subject to the immediately preceding sentence, in the event the Definitive Agreements are not executed, the reimbursement, indemnification and confidentiality provisions contained in this letter shall survive and shall remain in full force and effect notwithstanding the termination of this letter or the commitments and agreements of the Purchasers hereunder.

15. Counterparts. This letter may be executed in counterparts, each of which shall be deemed to constitute an original but all of which shall constitute one and the same instrument. Delivery of an executed signature page of this letter by facsimile, e-mail or similar transmission shall be effective as delivery of a manually executed counterpart hereof.

16. USA Patriot Act. We hereby notify you, AcquisitionCo, the Company and the Sponsors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Purchasers may be required to obtain, verify and record information that identifies you, AcquisitionCo, the Company and the Sponsors, which information includes the name and address of each of you, AcquisitionCo, the Company and the Sponsors, and other information to the extent required by law. This notice is given in accordance with the requirements of the Patriot Act and is effective for all Purchasers.

This letter shall not constitute a binding commitment of the Purchasers unless signed by you prior to the Commitment Termination Date. If the foregoing terms and conditions are acceptable to you, please so indicate by signing both of the enclosed copies of this letter where indicated and returning one to the undersigned on or prior to the Commitment Termination Date whereupon this letter shall become a binding agreement between us. If this letter is not signed and returned as described in the preceding sentence by such date, this letter will terminate on such date.

Very truly yours,
GS MEZZANINE PARTNERS 2006 ONSHORE FUND, L.P.
By:	GS Mezzanine Partners 2006 Onshore Fund, L.L.C., its general partner

By:	/s/ Michael Koester
	Name:	Michael Koester
	Title:	Managing Director

Agreed to and Accepted as of July 13, 2006

ROVER HOLDINGS CORP.
By:	/s/ John Baumer
Name:	John Baumer
Title:	Vice President

ANNEX A

In the event that the Purchasers become involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders or investors in you, AcquisitionCo, the Company or in connection with or as a result of the Purchasers’ agreements contained or any other matter referred to in this letter, you and AcquisitionCo (the “Indemnitors”) periodically will reimburse the Purchasers for their reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of attorneys and reasonable and documented costs of any investigation and preparation) incurred in connection therewith unless indemnity is not available under the terms of this Annex A. The Indemnitors also will indemnify and hold the Purchasers harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of the Purchasers’ agreements contained or any matter referred to in this letter, except to the extent that any such loss, claim, damage or liability is determined by the final non-appealable judgment of a court of competent jurisdiction to result from the gross negligence, bad faith or willful misconduct of the Purchasers in performing the obligations that are the subject of this letter or failure to fund in breach of the Purchasers’ obligations under this letter. If for any reason the foregoing indemnification is unavailable to the Purchasers or insufficient to hold them harmless, then the Indemnitors shall contribute to the amount paid or payable by the Purchasers as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Indemnitors on the one hand and the Purchasers on the other hand in the matters contemplated by this letter as well as the relative fault of the Indemnitors and the Purchasers with respect to such loss, claim, damage or liability and any other relevant equitable considerations unless indemnity is not available under the terms of this Annex A. The reimbursement, indemnity and contribution obligations of the Indemnitors under this paragraph shall be in addition to any liability which the Indemnitors may otherwise have, shall extend upon the same terms and conditions to (i) any affiliate of the Purchasers (including The Goldman Sachs Group, Inc.), and (ii) the partners, stockholders, members, directors, agents, attorneys, employees and controlling persons (if any), as the case may be, of the Purchasers and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitors, the Purchasers, any such affiliate and any such person. The Indemnitors also agree that neither the Purchasers nor any of such affiliates, partners, stockholders, members, directors, agents, attorneys, employees or controlling persons shall have any liability to the Indemnitors or any person asserting claims on behalf of or in the right of the Indemnitors in connection with or as a result of the Purchasers’ agreements contained or any matter referred to in this letter except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Indemnitors are determined by the final non-appealable judgment of a court of competent jurisdiction to result from the gross negligence, bad faith or willful misconduct of the Purchasers in performing the obligations that are the subject of this letter or by reason of Purchasers’ failure to fund in breach of Purchasers’ obligations under this letter. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of the letter to which this Annex A is attached and is made part of or any matter referred to in such letter is hereby waived by the parties hereto. Except as set forth in the letter to which this Annex A is attached, the provisions of this Annex A shall survive any termination or completion of such letter to which this Annex A is attached and is made part of.

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ANNEX B

Summary of Terms and Conditions of the

Senior Subordinated Notes and Equity Co-Investment

This Summary of Terms and Conditions outlines certain terms of the Securities referred to in the letter (the “Commitment Letter”), of which this Annex B is a part. Capitalized terms that are otherwise not defined herein shall have the meaning given to such terms in the Commitment Letter.

Securities:	Senior Subordinated Notes of AcquisitionCo (the “Notes”), in an original principal amount equal to $500 million, issued pursuant to the Indenture.
Issuer:	AcquisitionCo. The obligations of AcquisitionCo under the Indenture and the Notes will be assumed by the Company upon consummation of the Merger. The issuer of the Notes will be the same entity that is the borrower under the Senior Credit Facilities.
Sponsors:	Leonard Green & Partners, L.P. and Texas Pacific Group and their respective affiliates (collectively, the “Sponsors”).
Guarantors:	Subject to the last sentence of Section 3 of the Commitment Letter, (i) HoldCo and each other holding company (if any) at any time thereafter which, directly or indirectly, owns the capital stock of the Company, and (ii) all present and future direct and indirect domestic subsidiaries of the Company, to the extent they are guarantors under the Senior Credit Facilities, subject to exceptions to be mutually agreed. The guarantees will be subordinated to the guarantees of the Senior Credit Facilities to the same extent as the Notes are subordinated to the Senior Credit Facilities.
Purchasers:	As defined in the Commitment Letter
Closing Date:	On or before the Termination Date.
Closing Payment:	3.0% of the initial principal amount of Notes purchased by the Purchasers (the “Closing Payment”), payable as a reduction of the purchase price payable by the Purchasers for the Notes at Closing.
Interest:	Interest on the Notes shall accrue at a rate of 10.50% per annum, based on a 360-day year of twelve 30-day months, payable in cash quarterly in arrears, provided that, on any quarterly interest payment date on or prior to the 3rd anniversary of Closing, the Company shall have the option to capitalize a portion of interest accruing at a rate of 5.25%, with the remaining interest accruing at a rate of 5.25% being payable in cash, as aforesaid. After the 3rd anniversary of Closing, all of the interest accrued on the Notes shall be payable in cash quarterly in arrears.
Final Maturity:	8 years from Closing.

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Use of Proceeds:	Fund the Acquisition of the Company, refinance certain existing indebtedness of the Company and its subsidiaries, and pay transaction fees and expenses.
Voluntary Redemptions:	Redemption of the Notes will be permitted at any time after the 3rd anniversary of Closing, in whole or in part, at a redemption price equal to (i) the premiums listed below multiplied by (ii) the then outstanding principal amount of the Notes being redeemed:

On or after the 3rd and prior to the 4th anniversary of Closing:	107.000%
On or after the 4th and prior to the 5th anniversary of Closing:	105.250%
On or after the 5th and prior to the 6th anniversary of Closing:	102.625%
After the 6th anniversary of Closing:	100.000%

together with all accrued and unpaid interest on the Notes being redeemed to the date of redemption.

In addition, prior to the 3rd anniversary of Closing, the Notes may be redeemed in whole or in part, at a redemption price equal to (x) 100% of the Current Accretion Amount (as defined below) of Notes being redeemed, together with, (y) all accrued and unpaid Cash Interest (as defined below) on Notes being redeemed to the date of redemption, plus (z) a Make-Whole Premium defined as an amount equal to (A) the present value of (i) the remaining payments of interest (excluding interest that is included in the definition of Current Accretion Amount) on the Notes being redeemed and (ii) the redemption price of Notes being redeemed; assuming that on the 3rd anniversary of Closing, the principal amount of Notes being redeemed will be redeemed at 107% of the Current Accretion Amount of Notes being redeemed thereof, together with accrued and unpaid Cash Interest on Notes being redeemed to the date of redemption, and using an annual discount factor (applied quarterly) equal to the applicable treasury rate plus 50 basis points, less (B) the principal amount of Notes being redeemed as of the day of determination; provided, however, that in no case shall the Make-Whole Premium be less than zero.

As used herein, “Current Accretion Amount” shall mean the sum of (x) the then outstanding principal amount of the Notes being redeemed, and (y) to the extent accrued interest is permitted to be capitalized on the next quarterly interest payment date and accrued interest was actually capitalized on the immediately prior quarterly interest payment date, the portion of accrued and unpaid interest since such immediately prior quarterly interest payment date on the Notes to the redemption date that is permitted to be capitalized on the next quarterly interest payment date.

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As used herein, “Cash Interest” shall mean all other accrued and unpaid interest on the Notes being redeemed that is not included in the Current Accretion Amount to the date of redemption.

Furthermore, (a) prior to the 3rd anniversary of Closing, up to 40% of principal amount of Notes may be redeemed out of the proceeds of one or more public common equity offerings (an “IPO”) by HoldCo or any parent entity of HoldCo to the extent the proceeds thereof are contributed to HoldCo at a redemption price equal to 108% of the Current Accretion Amount of Notes being redeemed, together with all accrued and unpaid Cash Interest on Notes being redeemed to the date of redemption provided that no less than 60% of the aggregate principal amount of Notes shall remain outstanding after such redemption and (b) on or after the 2^nd anniversary of Closing and prior to the 3^rd anniversary of Closing, all, but not less than all, of the Notes may be redeemed upon the sale of all of the capital stock or assets of HoldCo or any parent entity of HoldCo to an unaffiliated third party at a redemption price equal to 108% of the Current Accretion Amount of the Notes being redeemed, together with all accrued and unpaid Cash Interest on the Notes being redeemed to the date of redemption.

Each voluntary redemption must relate to an aggregate principal amount of Notes of at least $5 million.

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Change of Control:	Upon the occurrence of a Change of Control, the Company will be required to offer to redeem all of the Notes at a price equal to 101% of the Current Accretion Amount thereof, plus all accrued and unpaid Cash Interest thereon to the date of redemption. Change of Control will include any transaction or event, the result of which is that either (a) after an IPO, any person or group (other than the Sponsors and their affiliates) becomes the direct or indirect owner of capital stock of HoldCo representing more than 50% of the voting power of HoldCo, or (b) prior to an IPO, (i) the Sponsors and their affiliates directly or indirectly sell or dispose of a number of shares of capital stock of HoldCo (adjusted for stock splits, combinations, and comparable transactions) representing more than 50% of the number of shares of the capital stock of HoldCo owned by the Sponsors as of the Closing or (ii) the Sponsors are no longer able to either (A) designate and elect at least 50% of the board of directors of HoldCo or (B) veto certain significant corporate actions to be defined in a mutually satisfactory manner (such as management hiring/removal decisions; capital structure decisions, including debt and equity financings; asset sales; acquisitions; and/or business combinations). It is understood and agreed that the ownership by any person or group (other than the Sponsors and their affiliates) of more than 50% of the voting power of HoldCo immediately prior to an IPO will not result in the automatic Change of Control upon the consummation of an IPO unless such person acquires any additional capital stock of HoldCo, while remaining a direct or indirect owner of 50% of the voting power of HoldCo.
Security/Subordination:	The Notes will be unsecured and shall be subordinated to the Senior Credit Facilities pursuant to subordination provisions usual and customary for high yield senior subordinated debt securities (including customary payment blockage provisions) on terms reasonably satisfactory to the GS Purchasers. Without limiting the generality of the foregoing, the Notes shall not be subject to any remedies blockage.
Conditions Precedent:	The Purchasers’ commitment to purchase the Securities at Closing hereunder is subject to satisfaction in all material respects of the following conditions: (i)     negotiation, execution and delivery, on or before Closing, of the Definitive Agreements reflecting the terms of the Securities as set forth herein; (ii)    the Equity Contribution shall have been made in at least the amount set forth in the Commitment Letter to HoldCo, and HoldCo shall have contributed the net cash proceeds thereof to AcquisitionCo, which shall have used (or shall substantially concurrently with the purchase of the Securities use) such proceeds to consummate the Acquisition, in an aggregate amount representing, together with the Rollover Equity, at least 25% of the total debt and equity financing required by HoldCo to complete the Acquisition;

B - 4

(iii)  (a) the senior financing for the Acquisition shall have been consummated substantially concurrently with the closing of the Acquisition substantially on the terms and conditions set forth in the Bank Commitment Letter, (b) the terms or conditions of the Bank Commitment Letter shall not have been amended, modified, supplemented or waived in any material respect (other than any amendments, modifications, supplements or waivers as are not materially adverse to the Purchasers), (c) no material indebtedness shall remain outstanding immediately after giving effect to the Acquisition other than (A) the loans under the Senior Credit Facilities, (B) the Notes, and (C) if applicable, Existing Notes that have been either (x) not tendered in connection with the Tender Offer and Consent Solicitation which shall have been effected in respect thereof (it being understood and agreed that, if more than an amount to be mutually agreed upon of Existing Notes shall remain so outstanding, the aggregate principal amount of the term loans under the Senior Credit Facilities will be reduced in a corresponding amount) or (y) Defeased, and (d) after giving effect to the Acquisition, there shall not exist (pro forma for the Acquisition and the financing thereof) any default or event of default under the Notes;

(iv)   (a) the Acquisition shall be consummated substantially concurrently with the purchase of the Notes in accordance with the terms of the Acquisition Agreement, and no term shall have been amended or waived, in a manner material and adverse to the interests of the Purchasers, without the consent of the GS Purchasers and (b) to the extent any preferred equity securities are issued in connection with the Transactions, the payment terms of such preferred equity securities shall be reasonably satisfactory to the GS Purchasers;

(v)    the Purchasers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Company as of and for the four-fiscal quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days before the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements.

(vi)   the issuance of the Securities shall be in compliance in all material respects with applicable law and regulations;

(vii) the Purchasers shall have received such customary closing certificates and legal opinions as may be reasonably required by the GS Purchasers; and

(viii) the Purchasers shall have received as addressees a solvency certificate substantially similar to that delivered under the Senior Credit Facilities.

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Representations, Warranties and Indemnities:

Customary representations, warranties and indemnities consistent with similar mezzanine financings of this type for the Sponsors’ affiliates with the GS Purchasers and in any event no more onerous than those contemplated by the Senior Credit Facilities. Notwithstanding anything in the Commitment Letter, this Term Sheet, the Definitive Agreements or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, the only representations relating to the Company, its subsidiaries and their businesses the making of which shall be a condition to the purchase of the Notes on the Closing Date shall be (a) such of the representations made by the Company in the Acquisition Agreement as are material to the interests of the Purchasers, but only to the extent that HoldCo and AcquisitionCo have the right to terminate their obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement, and (b) the representations and warranties of the Company relating to corporate power and authority, the enforceability of the Definitive Agreements, Federal Reserve margin regulations, the Investment Company Act, the brokers and finders and private placement of the Notes.

Covenants:

Customary affirmative covenants for similar mezzanine financings of the Sponsors’ affiliates of similar size and type with the GS Purchasers, and in any event no more onerous than those contemplated by the Senior Credit Facilities, limited to: preservation of corporate existence; maintenance of properties, books, records and access thereto; payments of notes; maintenance of office or agency; reports, including delivery to Purchasers of substantially the same information provided to Lead Arrangers or lenders in respect of the Senior Credit Facilities; compliance certificates; payment of taxes; stay, extension and usury laws; compliance with laws; insurance; and post-closing guarantees; provided that the indenture with respect to the Notes will contain only those affirmative covenants that are customarily included in senior subordinated high yield note indentures by affiliates of the Sponsors and the balance of the affirmative covenants will be included in the note purchase agreement with the Purchasers. Customary negative covenants for similar mezzanine financings of the Sponsors’ affiliates of similar size and type with the GS Purchasers limited to (with exceptions and materiality thresholds to be mutually agreed): limitations on incurrence of indebtedness and issuance of preferred stock (the “Debt Incurrence Covenant”); prohibition on the incurrence of any debt that is senior to the Notes

B - 6

and subordinated in right of payment or in respect of proceeds of realization of collateral (including any second lien debt) to any other senior indebtedness; restrictions on dividends, investments and other restricted payments; affiliate transactions; change of business from the business currently conducted by the Company and its subsidiaries; liens and negative pledges; payments for consents; sale and leaseback transactions; issuances/sales of capital stock of subsidiaries; mergers, consolidations and asset sales (including a requirement for the prepayment of debt (or reinvestment in the Company’s business) using the proceeds of such asset sales, subject to requirements under the Senior Credit Facilities); and dividend and other payment restrictions affecting subsidiaries. There will be an allowance for the payment by the Company to the Sponsors of an annual management fee (other than upon or during the continuance of a default or an event of default), not to exceed an amount to be mutually agreed. There will be no financial maintenance covenants.

The Debt Incurrence Covenant with respect to the Notes will include customary baskets and exceptions and shall include a ratio debt incurrence test that prevents the incurrence of additional debt by the Company and its subsidiaries (including the issuance by the Company and its subsidiaries of disqualified capital stock and the issuance of preferred stock by the Company’s subsidiaries) if, after giving effect to such incurrence, the ratio of EBITDA (with adjustments to be mutually agreed upon) of the Company and its subsidiaries to total consolidated fixed charges (including non-cash interest and preferred stock dividends but excluding any non-cash preferred stock dividends from preferred stock) would be equal to or less than 2.00:1.00.

HoldCo will also not be permitted to own any material assets or engage in any business other than the direct ownership of 100% of the capital stock of the Company, which ownership shall be maintained in full by HoldCo so long as any Notes remain outstanding.

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Events of Default:	Customary events of default consistent with similar mezzanine financings of the Sponsors’ affiliates with the GS Purchasers, and in any event no more onerous than those contemplated by the Senior Credit Facilities, limited to: failure to make principal or interest payments; bankruptcy or insolvency; cross-acceleration and cross payment (at maturity) default for senior debt and cross default for other pari passu or junior debt issued by the Company, its subsidiaries or any Guarantors; material uninsured and unpaid judgment; violation of covenants; and material inaccuracy of representations or warranties, subject to grace periods to be mutually agreed for all covenant defaults and subject to other exceptions and thresholds to be mutually agreed. In the event that a default in payment on the Notes or an event of default occurs with respect to the Notes, the interest rate on, so long as the GS Purchasers and their affiliates constitute the Required Holders of the Notes, the outstanding principal amount of the Notes, and, otherwise, on the overdue amount, if any, of the Notes, shall increase by 200 basis points above the otherwise applicable interest rate for any period during which such a default or event of default remains uncured, and such increase shall be payable in cash from time to time on demand.
Rule 144A/Private Resales:	At any time after Closing, upon request, HoldCo and the Company will provide the Purchasers with the information required to satisfy the information delivery requirements of Rule 144A(d)(4). In addition, the Notes can be sold, pledged or otherwise transferred by the Purchasers on any other private market basis at any time in accordance with applicable securities laws (other than to any competitor (to be defined in a mutually satisfactory manner by reference to a specific list of names) of the Company or any of its subsidiaries).
Registration Rights:	After an initial public offering of equity securities or a registration of debt securities of HoldCo or its subsidiaries or any parent of HoldCo, the Company shall, if requested by GS Purchasers holding a majority of the outstanding principal amount of Notes, agree to make an exchange offer, subject to standard blackout provisions, that will permit Purchasers in such Rule 144A transactions to exchange such Notes for identical and freely transferable notes subject to applicable law. In addition, for any Purchasers that are ineligible to participate in the exchange offer, the Purchasers shall receive one demand registration right exercisable by Purchasers holding at least $50 million of Notes, pursuant to which the Company will file a shelf registration statement with standard blackout provisions and of a duration to be agreed upon.

B - 8

Equity Co-Investment: In connection with the purchase of the Notes, the Purchasers or their affiliates will have the right to acquire at Closing common and/or preferred (if any) equity of HoldCo (the “Purchaser Equity Securities”), for an aggregate purchase price of up to $50 million; provided that the Purchasers shall have a period of 14 days from the date of your acceptance of this letter to elect (by written notice to you) whether to acquire the Purchaser Equity Securities. The Purchaser Equity Securities will have the same number of votes per share, will represent the same percentage ownership interest per share and will have the same terms as the shares of common and preferred (if any) equity owned by the Sponsors, will have (when taken in the aggregate) and will be purchased at the same purchase price as those purchased by the Sponsors, will have pre-emptive rights for non-public dilutive sales at less than fair market value, tag-along rights (including rights to assure that all Purchaser Equity Securities will be purchased in the event of a Change of Control), and will be subject to drag-along rights in connection with a sale of HoldCo, subject in each case to customary exceptions. The Purchaser Equity Securities shall be entitled to participate pro rata in any piggyback registration rights granted to the Sponsors in connection with and following an IPO, to the extent exercised by the Sponsors. The Purchaser Equity Securities will be separately transferable and saleable from the Notes, subject to limitations applicable to other equity investors, including as set forth in the equity subscription agreement, registration rights agreement and stockholders agreements relating to the Purchaser Equity Securities, and subject to limitations with respect to transfers to competitors of the Company and its subsidiaries.

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Board Rights:

For so long as GS Purchasers hold Notes that in the aggregate represent at least 50% of the principal amount of Notes then outstanding, GS Mezzanine Partners 2006 Institutional, L.P. and/or any other entity affiliated with the GS Purchasers and designated by the GS Purchasers (“GS VCOC”) will have the right to appoint one non-voting observer, who is an employee of Goldman, Sachs & Co., to the board of directors of HoldCo and the Company, which observer, among other things, will be entitled to receive monthly unaudited financial statements and copies of all board of directors materials that are distributed generally to the relevant board members, in connection with a meeting of (or action by written consent of); provided, that such observer may not be entitled to attend or observe any board meeting or to receive information or any materials relating to any information, business, affairs or other matters which management or the directors believe could result in (or there could exist) a conflict of interest or could adversely affect the attorney-client privilege between HoldCo and the Company and their respective board of directors (or any member thereof) and any of their respective counsel. HoldCo and the Company, as the case may be, will reimburse such non-voting observer for all reasonable and documented travel and other out-of-pocket expenses related to the performance of their respective duties. The board of directors of HoldCo and the Company shall not establish or employ committees to circumvent or having the effect of circumventing GS VCOC’s rights to representation on such board of directors of such entity. HoldCo and the Company will hold meetings of its board of directors no less frequently than three times per year and sufficient notice of the date of any meeting will be provided to the GS Purchasers.

Reimbursement of Expenses:

HoldCo and the Company will reimburse the Purchasers on the Closing Date (if the Closing Date occurs) for all reasonable and documented out-of-pocket expenses, including attorney fees and disbursements with respect to not more than one counsel, incurred by the Purchasers in relation to the Transactions contemplated by this term sheet, any amendments or waivers of the Definitive Agreements requested by HoldCo or the Company (whether or not consummated) and the enforcement of the Purchasers’ rights under the Commitment Letter and/or Definitive Agreements.

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Access to Information:	The GS Purchasers, each Additional VCOC Entity and each parent fund of the GS Purchasers and any Additional VCOC Entity that is a VCOC (including GS VCOC) shall receive quarterly unaudited financial statements, audited annual financial statements, annual budget, and other financial and operational information to be mutually determined, as well as management, consultation, information, inspection and access rights in HoldCo, the Company and their respective subsidiaries that the Purchasers require in order for the investment to qualify as a venture capital investment (as defined in the US Department of Labor Regulation § 2510.3-101), in the GS Purchasers’ discretion. The GS Purchasers and the Additional VCOC Entities may share the foregoing information with their respective lenders, consultants, advisors (including rating agencies), employees, affiliates, limited partners and investors, so long as such lenders, consultants, advisors and investors have entered into a customary confidentiality agreement with the GS Purchasers or the Additional VCOC Entities, as the case may be, and HoldCo and the Company. As used herein, “Additional VCOC Entity” means a Purchaser which is both (i) a “venture capital operating company” or a subsidiary or a parent entity of a “venture capital operating company” and (ii) either: (A) an affiliate of any GS Purchaser or (B) an institutional accredited investor holding at least $30 million aggregate principal amount of Notes who has requested to be treated as an Additional VCOC Entity and whose request has been approved by the Sponsors, such approval not to be unreasonably withheld or delayed.
Required Holders:	With respect to the Notes, at any time, the holders of more than 50% of the principal amount of Notes then outstanding.
Counsel to the Purchasers:	Fried, Frank, Harris, Shriver & Jacobson LLP

B - 11

EX-99.C.2

Exhibit (c)(2)

STRICTLY CONFIDENTIAL

Project Rover

Presentation to the Board of Directors

July 13, 2006

Disclaimer

The accompanying material was compiled on a confidential basis for use solely by the Board of Directors of Rover (the “Company”) in evaluating the proposed transaction described therein. This material is not intended to provide the sole basis for evaluating the transaction, does not purport to contain all information that may be required and should not be considered a recommendation with respect to the transaction. This material was prepared for a specific use by specific persons and was not prepared with a view to public disclosure or to conform with any disclosure standards under securities laws or otherwise. Nothing contained in the accompanying material is, or shall be relied upon as, a promise or representation as to the past, the present or the future. UBS Securities LLC (“UBS”) undertakes no obligation to update or revise the accompanying material.

It should be understood that certain financial and market information, estimates, valuations and/or projections contained in the accompanying material were prepared or derived from information supplied by the Company and public sources without the assumption by UBS of responsibility for any independent verification thereof. Accordingly, neither UBS nor any of its officers, directors, employees, affiliates, advisors, agents or representatives warrants the accuracy or completeness of any such information, including, without limitation, the accuracy or achievability of any such valuations, estimates and/or projections. Actual results may vary from such estimates, valuations or projections and such variations may be material. This material must not be copied, reproduced, distributed or passed to others at any time without the prior written consent of UBS.

Table of Contents

SECTION 1

Transaction Background

1

SECTION 2

Valuation Analyses

5

SECTION 3

Other Information

12

SECTION 1

Transaction Background

Transaction Summary

(US$ in millions, except per share information)

At At

Rover Market1 Offer

Share Price $19.45 $29.00

Fully Diluted Shares Outstanding2 57.919 58.297

Fully Diluted Equity Value 1,126.5 1,690.6

Plus: Debt3 169.3 169.3

Less: Cash3 (33.2) (33.2)

Total Enterprise Value $1,262.6 $1,826.7

Implied Valuation Multiples:

Public Filings and Consensus Estimates Statistic TEV Multiples

LTM 4/29/06 Revenue4 $2,037.5 0.62x 0.90x

FY 2006E Revenue5 2,218.0 0.57x 0.82x

FY 2007E Revenue5 2,419.0 0.52x 0.76x

LTM 4/29/06 Adj. EBITDA4,6 213.6 5.9x 8.6x

FY 2006E Adj. EBITDA5,6 221.3 5.7x 8.3x

FY 2007E Adj. EBITDA5,6 239.2 5.3x 7.6x

Management Projections

FY 2006E Revenue7 $2,209.3 0.57x 0.83x

FY 2007E Revenue7 2,410.5 0.52x 0.76x

FY 2006E Adj. EBITDA6,7 226.9 5.6x 8.1x

FY 2007E Adj. EBITDA6,7 255.7 4.9x 7.1x

Offer Price $29.00

Premium to: Statistic Premium

Current Share Price1 $19.45 49.1%

One Week Prior $19.56 48.3%

One Month Prior $18.69 55.2%

30 Days Average Price (Trading) $19.49 48.8%

60 Days Average Price (Trading) $20.22 43.4%

90 Days Average Price (Trading) $20.84 39.1%

12 Month Average Price (Trading) $22.07 31.4%

Notes:

1 Closing share price as of July 13, 2006

2 Basic shares per 10-Q for the quarter ended April 29, 2006; options data from FY 2005 10-K; calculated per treasury method; restricted stock units data from Company

3 Per 10-Q for the quarter ended April 29, 2006

4 Per Company’s public filings (FY 2005 10-K, 10-Q for the quarter ended April 29, 2006)

5 Based on current I/B/E/S consensus mean estimates derived from FactSet

6 Adjusted EBITDA excludes non-cash stock based compensation

7 Per Rover management assumptions and projections as of 6/15/2006; 2006 presented on 52-week basis

2

Rover Price / Volume Performance

Stock Price (US$)

15

21

27

33

7/13/05

9/24/05

12/6/05

2/17/06

5/1/06

7/13/06

12

10

8

6

4

2

0

Volume (mm)

Source: FactSet

Date Financial Event

A 8/25/2005 Company reports Q2 ‘06 revenue of $482.7mm, a 10% year-over-year increase; net income for the quarter falls $1.3mm

B 9/8/2005 Company reports expected third quarter EPS of $0.25 to $ 0.28

C 11/22/2005 Company reports that Q3 ‘06 earnings are down to $0.23 per share from $0.36 a year earlier; Q4 outlook is below Wall Street expectations

D 1/23/2006 Company appoints Dave Bolen as Chief Merchandising Officer

E 3/16/2006 Company announces $ 100mm share buyback

F 3/30/2006 Lassie submits initial indication of interest letter to the Board of Directors

G 4/17/2006 Spot submits initial indication of interest letter to the Board of Directors

H 5/24/2006 Company reports Q1 ‘07 revenue of $521.0mm, a 8.5% year-over-year increase; net income for the quarter falls $6.2mm

3

Indexed Price Performance

Last Three Years

190%

170%

150%

130%

110%

90%

70%

50%

7/14/03

2/18/04

9/24/04

5/1/05

12/6/05

7/13/06

S&P 500 125%

Food Retail

Composite2 124%

Spot 123%

Specialty Retail

Composite1 120%

Rover 83%

Last Twelve Months

130%

120%

110%

100%

90%

80%

70%

60%

50%

7/13/05

9/24/05

12/6/05

2/17/06

5/1/06

7/13/06

Food Retail

Composite2 108%

S&P 500 104%

Specialty Retail

Composite1 92%

Spot 77%

Rover 67%

Source: FactSet

Notes:

1 Specialty Retail Composite includes Advanced Auto Parts (AAP), AutoZone (AZO), Barnes & Noble (BKS), Bed Bath & Beyond (BBBY), Best Buy (BBY), Borders (BGP), Circuit City (CC), Dick’s Sporting Goods (DKS), Home Depot (HD), Jo-Ann Stores (JAS), Lowe’s (LOW), Office Depot (ODP), PETsMART (PETM), Staples (SPLS), Williams-Sonoma (WSM)

2 Food Retail Composite includes Delhaize (DEG), Koninklijke Ahold (AHO), Great Atlantic & Pacific Tea (GAP), Kroger (KR), Pathmark Stores (PTMK), Safeway (SWY), Weis Markets (WMK)

4

SECTION 2

Valuation Analyses

Rover Historical and Projected Financial Summary

Actual FY, Projected FY, CAGR

($mm) 2004A 2005A 2006E1 2007E 2008E 2009E 2010E 2011E ‘06 -’11

Net Sales $1,812.1 $1,996.1 $2,252.8 $2,410.5 $2,626.4 $2,850.3 $3,073.7 $3,302.3 7.9%

Cost of Sales and Occupancy Costs 1,181.4 1,330.1 1,499.3 1,599.4 1,729.6 1,869.6 2,009.7 2,150.5 7.5%

Gross Profit $630.8 $666.0 $753.5 $811.1 $896.7 $980.7 $1,064.0 $1,151.8 8.9%

Selling, General, & Administrative Expense 472.8 524.6 604.8 656.5 715.2 774.7 834.3 897.1 8.2%

EBIT $158.0 $141.5 $148.7 $154.7 $181.6 $206.0 $229.6 $254.8 11.4%

Plus: D&A 63.6 77.8 88.7 101.0 116.3 128.5 140.0 151.6 11.3%

Adjusted EBITDA $221.6 $219.3 $237.4 $255.7 $297.9 $334.5 $369.6 $406.4 11.4%

Growth Rates and Margins

Net Sales (% Growth) 12.5% 10.2% 12.9% 7.0% 9.0% 8.5% 7.8% 7.4%

Mature Store Sales (% Growth) na na na 2.2% 2.0% 2.0% 2.0% 2.0%

Gross Profit (% Margin) 34.8% 33.4% 33.4% 33.6% 34.1% 34.4% 34.6% 34.9%

EBIT (% Margin) 8.7% 7.1% 6.6% 6.4% 6.9% 7.2% 7.5% 7.7%

EBITDA (% Margin) 12.2% 11.0% 10.5% 10.6% 11.3% 11.7% 12.0% 12.3%

Other Data

Capital Expenditures 119.8 123.5 115.5 140.9 137.0 129.2 127.3 130.6

% of Sales 6.6% 6.2% 5.1% 5.8% 5.2% 4.5% 4.1% 4.0%

Net New Stores 62 63 76 75 75 75 75 75

Remodeled Stores 50 53 32 32 32 32 32 32

Source: Actual financials per SEC filings; projected financials and assumptions provided by Rover management Note:

1 2006E data includes the effect of the 53rd week

6

Market Data on Selected Specialty Retail Companies1

Enterprise Value/

Company Name Stock Price (7/13/06) (US$) FD Equity Value (US$mm) Enterprise Value2 (US$mm) LTM Sales (x) CY06E Sales (x) CY07E Sales (x) LTM EBITDA (x) CY06E EBITDA (x) CY07E EBITDA (x) CY06E P/E (x) CY07E P/E (x) CY06E PE to G (x) CY07E PE to G (x) LT Growth (%)

Pet Supplies

PETsMART 23.47 3,362 3,414 0.88 0.82 0.73 7.6 6.9 6.1 17.1 14.6 0.99 0.84 17.3

Office Supplies

Staples 23.07 17,173 16,323 0.99 0.93 0.85 9.7 9.2 8.2 18.5 16.0 1.15 0.99 16.1

Office Depot 35.68 10,454 10,489 0.73 0.71 0.66 10.8 10.0 8.8 19.9 16.3 1.26 1.04 15.8

Consumer Electronics

Best Buy 46.50 22,973 21,245 0.67 0.62 0.56 9.7 8.5 7.4 17.1 14.7 1.02 0.88 16.8

Circuit City 24.89 4,437 3,882 0.32 0.31 0.29 9.1 8.6 7.1 23.6 18.6 1.48 1.16 16.0

Auto Parts

AutoZone 85.25 6,380 8,121 1.38 1.40 1.33 7.0 7.0 6.8 11.1 9.8 0.77 0.68 14.4

Advance Auto Parts 28.85 3,085 3,608 0.82 0.77 0.71 6.7 6.6 5.4 13.0 11.2 0.82 0.70 15.9

Book Retailers

Barnes & Noble 34.05 2,352 2,303 0.45 0.44 0.42 5.2 5.3 5.0 15.0 13.5 1.18 1.06 12.8

Borders 18.28 1,178 1,575 0.39 0.38 0.36 5.5 5.4 5.0 12.9 11.0 1.07 0.92 12.0

Home Furnishings

Bed Bath & Beyond 32.22 9,225 9,137 1.53 1.42 1.28 9.2 8.7 7.6 15.1 13.2 0.93 0.81 16.3

Williams-Sonoma 32.44 3,830 3,611 1.00 0.94 0.84 7.6 7.2 6.3 16.5 14.3 0.96 0.83 17.2

Crafts

Michaels Stores 42.14 5,708 5,266 1.43 1.34 1.25 10.3 10.0 8.7 21.5 18.2 1.20 1.02 17.9

Jo-Ann Stores 12.76 310 474 0.25 0.25 0.24 11.9 7.3 na na na na na 15.0

DIY

Home Depot 34.07 70,525 74,606 0.89 0.81 0.75 6.5 6.0 5.6 11.2 10.0 0.84 0.75 13.3

Lowe’s 27.96 43,515 45,337 1.00 0.94 0.84 7.3 6.9 6.0 13.7 12.0 0.83 0.73 16.5

Sporting Goods

Dick’s Sporting Goods 37.12 1,987 2,185 0.81 0.73 0.65 10.0 9.2 7.9 20.2 16.9 1.06 0.89 19.0

Mean3 0.81 0.76 0.70 8.3 7.5 6.7 16.1 13.7 1.03 0.88 15.6

Median3 0.82 0.77 0.71 7.6 7.2 6.6 15.8 13.9 1.01 0.86 16.0

High 1.53 1.42 1.33 11.9 10.0 8.8 23.6 18.6 1.48 1.16 19.0

Low 0.25 0.25 0.24 5.2 5.3 5.0 11.1 9.8 0.77 0.68 12.0

Rover 19.45 1,127 1,263 0.62 0.57 0.53 5.9 5.7 5.3 14.9 13.1 0.99 0.87 15.0

Rover (management projections) 0.58 0.53 5.6 5.0

Lassie Bid 29.00 1,691 1,827 0.90 0.83 0.76 8.6 8.2 7.7 22.2 19.5 1.48 1.30 15.0

Lassie Bid (management projections) 0.83 0.76 8.1 7.2

Notes:

1 Financial projections per I/B/E/S consensus estimates; all projections (including Rover) calendarized to December year end

2 Enterprise Value equal to fully diluted equity value plus total debt and minority interest minus cash and cash equivalents (all at book value)

3 Excludes Michaels Stores (announced on 6/30/06 that it has agreed to be acquired by Bain Capital and Blackstone)

7

Market Data on Selected Food Retail Companies1

Enterprise Value/

Company Name Stock Price (7/13/06) (US$) FD Equity Value (US$mm) Enterprise Value2 (US$mm) LTM Sales (x) CY06E Sales (x) CY07E Sales (x) LTM EBITDA (x) CY06E EBITDA (x) CY07E EBITDA (x) CY06E P/E (x) CY07E P/E (x) CY06E PE to G (x) CY07E PE to G (x) LT Growth (%)

Food Retailers

Kroger 21.81 16,041 22,555 0.36 0.35 0.34 6.8 6.5 6.2 15.4 14.0 1.69 1.53 9.1

Koninklijke Ahold3 8.53 13,262 19,541 0.34 0.34 0.33 7.2 6.2 5.8 14.4 12.1 1.51 1.28 9.5

Safeway 24.75 11,229 17,509 0.45 0.44 0.42 7.7 7.0 6.6 15.4 13.8 1.68 1.51 9.2

Delhaize3 69.50 6,661 9,540 0.40 0.39 0.38 5.5 5.2 5.0 12.9 11.8 1.29 1.18 10.0

Weis Markets 38.99 1,054 970 0.44 0.42 0.41 7.8 7.2 7.1 16.2 16.0 2.71 2.66 6.0

Great Atlantic & Pacific Tea4 21.43 888 745 0.09 0.10 0.10 5.9 5.1 4.4 nm nm nm nm 4.0

Pathmark Stores 8.56 538 986 0.25 0.25 0.24 5.2 7.5 6.9 nm nm nm nm 8.0

Mean 0.33 0.33 0.32 6.6 6.4 6.0 14.9 13.5 1.78 1.63 8.0

Median 0.36 0.35 0.34 6.8 6.5 6.2 15.4 13.8 1.68 1.51 9.1

High 0.45 0.44 0.42 7.8 7.5 7.1 16.2 16.0 2.71 2.66 10.0

Low 0.09 0.10 0.10 5.2 5.1 4.4 12.9 11.8 1.29 1.18 4.0

Lassie Bid 29.00 1,691 1,827 0.90 0.83 0.76 8.6 8.2 7.7 22.2 19.5 1.48 1.30 15.0

Lassie Bid (management projections) 0.83 0.76 8.1 7.2

Notes:

1 Financial projections per I/B/E/S consensus estimates; all projections (including Rover) calendarized to December year end

2 Enterprise Value equal to fully diluted equity value plus total debt and minority interest minus cash and cash equivalents (all at book value, except for Great Atlantic & Pacific Tea)

3 Stock Price, FD Equity Value and Enterprise Value converted from Euros to U.S. dollars for comparison purposes

4 Enterprise value is adjusted for (a) a special cash dividend paid but not reflected in the latest balance sheet and (b) an equity stake in Metro Inc. at market value

8

Selected Specialty Retail Precedent Transactions

FD Equity Value ($mm) Enterprise Value1 ($mm)

Announcement EV/LTM (x) Premium to Stock Price (%)

Date Acquiror Target Target Sector Sales EBITDA 1 Day 1 Week 1 Month

6/30/2006 Bain Capital LLC/The Blackstone Group Michaels Stores, Inc Specialty Arts & Crafts 6,046 5,602 1.52 11.0 15.8 16.4 13.0

1/22/2006 Leonard Green Sports Authority Sporting Goods 1,046 1,396 0.56 8.1 20.0 26.0 20.7

12/22/2005 Best Buy Co., Inc Pacific Sales Kitchen & Bath Centers Upscale Home Improvement na 410 1.30 9.7 na na na

11/23/2005 Ares Management Orchard Supply Hardware2 Home Improvement na 777 0.88 8.6 na na na

11/8/2005 Apollo Management Linens ‘n Things Specialty Home Furnishings 1,292 1,296 0.49 8.6 7.9 14.9 17.0

9/26/2005 Berkshire Partners/Weston Presido Party City Party Supplies na 350 0.70 12.5 42.5 33.8 32.6

4/15/2005 J.W. Childs, Osim International, Temasek Brookstone Upscale Home Goods 441 410 0.80 8.5 28.2 21.8 40.7

Holdings

3/17/2005 Bain Capital/KKR/Vornado Toys “R” Us Toy Retail 6,607 8,184 0.72 11.2 17.0 21.6 23.2

11/26/2004 Bain Capital Dollarama Deep Discount 885 506 1.75 10.5 na na na

6/21/2004 Dick’s Sporting Goods Galyan’s Sporting Goods 305 362 0.50 10.6 53.1 51.9 76.3

3/31/2004 Circuit City InterTAN Consumer Electronics 291 266 0.57 7.7 22.2 22.2 22.2

10/17/2003 Apollo Management GNC Health Supplements 735 750 0.55 5.8 na na na

7/14/2003 Boise Cascade OfficeMax Office Supplies 1,121 1,066 0.22 8.4 25.3 31.0 36.2

6/19/2003 Bed Bath & Beyond Christmas Tree Shops Giftware & Household Products 194 194 0.53 na na na na

5/16/2003 Dollar Tree Stores, Inc Greenbacks Deep Discount 100 128 0.78 na na na na

2/20/2003 Gart Sports The Sports Authority Sporting Goods 188 339 0.24 5.0 nm3 nm3 nm3

12/2/2002 Bear Stearns Merchant Banking Vitamin Shoppe Health Supplements na 320 1.22 7.1 na na na

8/14/2001 Best Buy Co., Inc Future Shop Canadian Consumer Electronics 377 377 0.28 6.6 47.8 51.8 53.8

6/4/2001 Tweeter Home Entertainment Sound Advice Consumer Electronics 143 170 0.83 12.1 91.7 116.3 149.1

2/22/2001 Gart Sports Oshman’s Sporting Goods 84 100 0.31 6.3 38.1 37.4 37.7

12/8/2000 Bain Capital & KB Toys Management KB Toys4 Toy Retail 258 305 0.18 2.8 na na na

12/7/2000 Best Buy Co., Inc Musicland Stores Specialty Home Entertainment 425 685 0.35 4.6 22.4 93.1 59.4

8/3/2000 Best Buy Co., Inc Magnolia Hi-Fi Upscale Consumer Electronics 88 88 0.81 na na na na

5/17/2000 Leonard Green/TPG Petco Animal Supplies Pet Supplies 464 557 0.54 6.0 49.8 70.0 90.3

1/24/2000 Grupo Sanborns (Grupo Carso) CompUSA Consumer Electronics 947 1,005 0.16 10.2 6.3 85.7 92.4

Mean 1,049 1,026 0.67 8.3 32.5 46.3 51.0

Median 425 410 0.56 8.5 25.3 33.8 37.7

High 6,607 8,184 1.75 12.5 91.7 116.3 149.1

Low 84 88 0.16 2.8 6.3 14.9 13.0

Lassie Bid @ $ 29.00 1,691 1,827 0.90 8.6 49.1 48.3 55.2

Notes:

1 Enterprise Value equal to fully diluted equity value plus total debt and minority interest minus cash and cash equivalents (all at book value)

2 Ares acquired 19.9% of the equity; precedent assumes exercise of option for additional 30.2% equity stake at $128.8mm, with equity value grossed up to 100% and includes revolver, CBMS and seller note to Sears

3 Merger of equals

4 From Consolidated Stores

9

Discounted Cash Flow Analysis

Unlevered Free Cash Flow Buildup

Projected Fiscal Year Terminal

($mm) 2H 2006E1 2007E 2008E 2009E 2010E 2011E Cash Flow

EBITDA $140.1 $255.7 $297.9 $334.5 $369.6 $406.4 $406.4

Less: Depreciation & Amortization (45.7) (101.0) (116.3) (128.5) (140.0) (151.6) (96.0)

EBIT $94.4 $154.7 $181.6 $206.0 $229.6 $254.8 $310.4

Less: Taxes @ 40.0% (37.8) (61.9) (72.6) (82.4) (91.9) (101.9) (124.1)

NOPAT $56.7 $92.8 $108.9 $123.6 $137.8 $152.9 $186.2

Plus: Depreciation & Amortization 45.7 101.0 116.3 128.5 140.0 151.6 96.0

Less: Capital Expenditures (66.4) (140.9) (137.0) (129.2) (127.3) (130.6) (100.0)

(Increase) / Decrease in Working Capital 12.7 (13.3) (5.1) (3.1) 0.1 0.1 0.1

Unlevered Free Cash Flow $48.7 $39.6 $83.2 $119.8 $150.5 $174.0 $182.4

Source: Rover management projections and assumptions Note:

1 Includes results from 53rd week

Key Assumptions:

July 31, 2006 transaction date (end of Q2)

Management projections and estimates through FY 2011

Capital expenditures normalized for terminal cash flow

New store CapEx reduced to 15 stores; remodel store CapEx increased by an additional 15 stores; additional maintenance CapEx

D&A equals 96% of CapEx

Tax rate of 40%

Period cash flows discounted using mid-year convention

10

Discounted Cash Flow Analysis

Total Enterprise Value ($mm)

Terminal EBITDA Multiple

5.0x 5.5x 6.0x 6.5x 7.0x

12.5% $1,485.9 $1,592.2 $1,698.5 $1,804.9 $1,911.2

13.0% 1,454.7 1,558.4 1,662.1 1,765.9 1,869.6

Discount 13.5% 1,424.2 1,525.5 1,626.7 1,728.0 1,829.2

Rate 14.0% 1,394.6 1,493.4 1,592.3 1,691.1 1,789.9

14.5% 1,365.8 1,462.3 1,558.7 1,655.2 1,751.7

Implied 2006E TEV / EBITDA Multiple1 (x)

Terminal EBITDA Multiple

5.0x 5.5x 6.0x 6.5x 7.0x

12.5% 6.7x 7.1x 7.6x 8.1x 8.6x

13.0% 6.5x 7.0x 7.5x 7.9x 8.4x

Discount 13.5% 6.4x 6.8x 7.3x 7.8x 8.2x

Rate 14.0% 6.3x 6.7x 7.1x 7.6x 8.0x

14.5% 6.1x 6.6x 7.0x 7.4x 7.9x

Price Per Share2 ($)

Terminal EBITDA Multiple

5.0x 5.5x 6.0x 6.5x 7.0x

12.5% $22.86 $24.65 $26.45 $28.24 $30.03

13.0% $22.33 $24.08 $25.83 $27.58 $29.33

Discount 13.5% $21.81 $23.53 $25.24 $26.94 $28.65

Rate 14.0% $21.31 $22.99 $24.65 $26.32 $27.99

14.5% $20.81 $22.46 $24.09 $25.72 $27.34

Implied Perpetuity Growth Rate3 (%)

Terminal EBITDA Multiple

5.0x 5.5x 6.0x 6.5x 7.0x

12.5% 3.2% 4.0% 4.7% 5.2% 5.7%

13.0% 3.7% 4.5% 5.1% 5.7% 6.2%

Discount 13.5% 4.2% 4.9% 5.6% 6.2% 6.7%

Rate 14.0% 4.6% 5.4% 6.1% 6.6% 7.1%

14.5% 5.1% 5.9% 6.5% 7.1%

7.6%

Notes:

1 2006E EBITDA per current I/B/E/S consensus mean calendar year estimate

2 Price per share calculated net of debt ($184.4mm), inclusive of cash ($25.0mm) at 7/31/06E; fully diluted shares calculated per treasury method, based on latest share and option count from public filings and restricted stock units data from Company

3 Perpetuity growth rate that equals the terminal value calculated as of 1/31/12 as a multiple of trailing EBITDA at the corresponding multiples and discount rates

11

SECTION 3

Other Information

Premiums Paid Analysis

The following analysis shows the premiums paid in selected announced and closed transactions with enterprise values between $1.0 billion and $2.0 billion announced since 20031

Premium to Stock Price (%)

One Day Prior

60

40 (%) 20

0

24.2

Mean

21.4

Median

49.1

Lassie Bid²

One Week Prior

60

40 (%) 20

0

25.7

Mean

22.7

Median

48.3

Lassie Bid²

One Month Prior

60

40 (%) 20

0

27.6

Mean

24.9

Median

55.2

Lassie Bid²

Source: Securities Data Corporation

Notes:

1 92 transactions announced and closed

2 Assumes announcement date of July 13, 2006

13

Comparison of Management Projections

The following highlights the change in management’s EBITDA and margin projections from their original forecast to the final projections shared with UBS, Lassie, and Spot

450.0 400.0 350.0 300.0 250.0 200.0 150.0 100.0 50.0 0.0

Original Case CAGR: 9.1% Revised Case CAGR: 12.4%

241.2

10.9%

226.9

10.3%

265.5

11.0%

255.7

10.6%

290.6

11.1%

297.9

11.3%

318.6

11.2%

334.5

11.7%

345.5

11.2%

369.6

12.0%

372.9

11.3%

406.4

12.3%

2006¹ 2007 2008 2009 2010 2011

% Change: (6.0%) (3.7%) 2.5% 5.0% 7.0% 9.0%

Original Management Case

Revised Management Case

Note:

1 2006 presented on 52-week basis

14

Comparative Trading Performance — Last 2 Years

EV/LTM EBITDA

14.0X 12.0X 10.0X

8.0X 6.0X 4.0X 2.0X 0.0X

Average Multiple Difference

Last Twelve Months: 2.1x Last Two Years: 2.0x

7/10/2004 11/10/2004 3/10/2005 7/10/2005 11/10/2005 3/10/2006 7/10/2006

Rover

Spot

Source: FactSet

15