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EXHIBIT B-2
GREEN EQUITY INVESTORS III, LP
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
May 17, 2000
Board of Directors
Petco Animal Supplies, Inc.
9125 Rehco Road
San Diego, CA 92121
Gentlemen:
This letter will confirm that Green Equity Investors III, L.P.
("GEI III"), commits, subject to the terms and conditions set forth herein, to
provide BD Recapitalization Corp. up to $92,500,000 in the aggregate in
financing in consider ation for MergerSub Common Shares, Merger Sub Series A
Preferred Shares and MergerSub Series B Preferred Shares in connection with the
recapitalization of Petco Animal Supplies, Inc. (the "Company") through the
merger (the "Merger") of BD Recapitalization Corp. ("MergerSub") with and into
the Company, with the Com pany as the surviving corporation (the
"Recapitalization"). Such securities shall represent at least a 50% equity
interest in MergerSub immediately prior to the Merger. GEI III may effect its
purchase of such securities directly or indirectly through one or more
affiliated entities. The Merger will occur pursuant to the terms of the
Agreement and Plan of Merger (the "Merger Agreement"), between the Company and
MergerSub. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings set forth in the Merger Agreement.
GEI III's investment will be provided immediately prior to,
and in connection with, the closing of the Merger and is subject only to
compliance with the terms and provisions of the Merger Agreement as of the date
hereof by the parties thereto, and satisfaction or waiver of the conditions set
forth therein, including receipt of the Financing on the terms set forth in the
Financing Letters. GEI III understands that you will be relying on its
commitments in this letter if the Company enters into the Merger Agreement.
B-2-1
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Petco Animal Supplies, Inc.
May 17, 2000
Page 2
GEI III's commitment hereunder is provided for your sole
benefit and shall not benefit, be disclosed to, or be assigned to, any other
party without our written consent, except that the terms of this letter may
be disclosed (i) to your accountants, attorneys, investment banks and other
advisors or (ii) as required by law or legal process.
No modification of this letter shall be binding upon or
enforceable against GEI III without the written approval of GEI III. This
agreement represents the entire agreement between us with respect to the matters
set forth herein, and shall replace and supersede any and all discussions and
written communications regarding such matters. This letter may be executed in
counterparts, each of which, when so executed, shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
The terms of this letter shall be governed by and construed in
accor dance with the laws of the State of Delaware applicable to contracts made
and to be performed in such state. Any dispute arising under or with respect to
this letter or the subject matter hereof shall be brought exclusively in the
state or federal courts located in the State of Delaware. Each party hereto
waives all right to trial by jury in any action, proceeding and counterclaim
(whether based upon contract, tort or otherwise) related to or arising out of
this letter, any of the transactions contemplated hereby or GEI III's commitment
hereunder.
GEI III's commitment hereunder shall terminate
contemporaneously with the termination or expiration of the Merger Agreement,
but in any event on November 1, 2000 (or if earlier, the Terminal Date), if the
Merger has not been consummated by such date.
LGP is delighted to be part of a transaction that will bring
substantial value to the public stockholders of Petco Animal Supplies, Inc. If
the terms of this letter are acceptable to you, please indicate by signing below
and returning a copy of this letter to us.
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Petco Animal Supplies, Inc.
May 17, 2000
Page 3
Very truly yours,
GREEN EQUITY INVESTORS III, LP
By: GEI Capital III, LLC,
its general partner
By: /s/ JOHN DANHAKL
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Agreed to and accepted:
PETCO ANIMAL SUPPLIES, INC.
By: /s/ JAMES M. MYERS
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Name: James M. Myers
Title: Senior Vice President & Chief Financial Officer
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