PETSMART INC
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>p72559exv10w22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.22

                               FIRST AMENDMENT TO
               AMENDED AND RESTATED CREDIT AGREEMENT AND SECURITY
                                   AGREEMENTS

     This First Amendment to Amended and Restated Credit Agreement and Security
Agreements (the "First Amendment") is made as of the 30th day of June, 2006 by
and among

     PETSMART, INC., a Delaware corporation, having a principal place of
     business at 19601 North 27th Avenue, Phoenix, Arizona 85027, as Lead
     Borrower for the Borrowers, being

     said PETSMART, INC., and

     PETSMART STORE SUPPORT GROUP, INC., a Delaware corporation, having a
     principal place of business at 19601 North 27th Avenue, Phoenix, Arizona
     85027;

     the LENDERS party hereto; and

     BANK OF AMERICA, N.A. (f/k/a Fleet National Bank), as Issuing Bank, a
     national banking association having a place of business at 100 Federal
     Street, Boston, Massachusetts 02110; and

     FLEET RETAIL GROUP, LLC (f/k/a Fleet Retail Group, Inc.), as Administrative
     Agent and Collateral Agent for the Lenders, a Delaware limited liability
     company, having an office at 40 Broad Street, Boston, Massachusetts 02109;
     and

     WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as successor to Congress
     Financial Corporation (Western), as Co-Agent

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                   WITNESSETH

     WHEREAS, the Lead Borrower, the other Borrowers, the Administrative Agent,
the Collateral Agent, the Lenders, the Issuing Bank, and the Co-Agent have
entered into an Amended and Restated Credit Agreement dated as of November 21,
2003 (as amended and in effect, the "Credit Agreement"); and

     WHEREAS, the Lead Borrower, the other Borrowers, and the Collateral Agent,
have entered into a Security Agreement dated as of April 30, 2001 (as amended
and in effect, the "Borrower Security Agreement"); and

     WHEREAS, the Facility Guarantors and the Collateral Agent, have entered
into a Security Agreement dated as of April 30, 2001 (as amended and in effect,
the "Subsidiary


                                       1

<PAGE>

Security Agreement" and together with the Borrower Security Agreement, the
"Security Agreements"); and

     WHEREAS, the Lead Borrower, the other Borrowers, the Administrative Agent,
the Collateral Agent, the Lenders, the Issuing Bank, and the Co-Agent have
agreed to amend certain provisions of the Credit Agreement and the Security
Agreements as set forth herein.

     NOW THEREFORE, it is hereby agreed as follows:

1.   Definitions: All capitalized terms used herein and not otherwise defined
     shall have the same meaning herein as in the Credit Agreement.

2.   Amendments to Article I. The provisions of Article I of the Credit
     Agreement are hereby amended as follows:

     a.   The definition of "Facility Guarantors" in Section 1.01 of the Credit
          Agreement is hereby deleted in its entirety and the following
          substituted in its stead:

          "Facility Guarantors" means the Persons listed on Schedule 1.2 hereto
          and all other Subsidiaries of each Borrower now existing or hereafter
          created other than Foreign Subsidiaries; provided that PET WISE INC.
          shall cease to be a Facility Guarantor upon its dissolution or merger
          in accordance with the provisions of Section 6.03.

     b.   The provisions of Section 1.01 of the Credit Agreement are hereby
          amended by adding the following definitions in appropriate
          alphabetical order:

          "L/C Facility" means one or more letter of credit facilities from time
          to time established by any of the Borrowers with a financial
          institution providing for the issuance of letters of credit (other
          than Letters of Credit issued under this Agreement).

          "L/C Facility Cash Collateral" means cash, cash equivalents, and/or
          marketable securities of a Borrower from time to time deposited or
          maintained with the financial institution party to an L/C Facility
          which are subject to a first perfected security interest in favor of
          such financial institution to secure such Borrower's obligations under
          such L/C Facility. The parties acknowledge and agree that Cash and
          Cash Equivalents and Additional Collateral, each as defined in that
          certain Letter of Credit Agreement of even date herewith, by and
          between the Lead Borrower and Bank of America, N.A., as issuing bank,
          constitute L/C Facility Cash Collateral under this Agreement.

          "Secured Obligations" means the Obligations.


                                       2

<PAGE>

          "Transfer Notice" has the meaning set forth in Section 2.07(k).

3.   Amendments to Article II. The provisions of Article II of the Credit
     Agreement are hereby amended as follows:

     a.   The provisions of Section 2.07 are hereby amended by adding the
          following new subsection at the end thereof:

          (k) The Borrowers may, upon three (3) Business Days written notice (a
          "Transfer Notice") to the Issuing Bank and the Administrative Agent,
          request that any or all of the letters of credit issued under any L/C
          Facility entered into with a Lender hereunder (or any of such Lender's
          Affiliates) be transferred to, and deemed issued by, the Issuing Bank
          under this Agreement. As long as the issuance of such Letters of
          Credit would be permitted under this Agreement and all conditions
          precedent to such issuance would be satisfied (as if such Letters of
          Credit were newly issued on the date set forth in the Transfer Notice)
          and such issuance would not result in the occurrence of a Default or
          Event of Default, the Issuing Bank and such Lender shall promptly take
          such action, at the expense of the Borrowers, as may be reasonably
          required to cause such letters of credit to become Letters of Credit
          hereunder.

     b.   The provisions of Section 2.28 of the Credit Agreement are hereby
          amended by deleting the parenthetical in its entirety and substituting
          the following in its stead:

          (subject to Liens on L/C Facility Cash Collateral to secure
          Indebtedness permitted by Section 6.01(g) and Permitted Encumbrances
          having priority over the Lien of the Collateral Agent by operation of
          law)

     c.   The provisions of Article II are hereby amended by adding the
          following new section at the end thereof:

          SECTION 2.30 Acknowledgments Regarding L/C Facilities. The parties
          acknowledge and agree that no obligation of any Loan Party under any
          L/C Facility shall be deemed to be an obligation under this Agreement
          or any other Loan Document, notwithstanding anything to the contrary
          herein or therein. The parties further acknowledge and agree that the
          grant by any Loan Party of a first-priority security interest in L/C
          Facility Cash Collateral to any financial institution party to an L/C
          Facility shall not constitute a Default or Event or Default, or
          otherwise constitute a breach of this Agreement or any other Loan
          Document, notwithstanding anything to the contrary herein or therein.

4.   Amendments to Article III. The provisions of Section 3.15 of the Credit
     Agreement are hereby amended by deleting the parenthetical in its entirety
     and substituting the following in its stead:


                                       3

<PAGE>

          (subject to Liens on L/C Facility Cash Collateral to secure
          Indebtedness permitted by Section 6.01(g) and Permitted Encumbrances
          having priority over the Lien of the Collateral Agent by operation of
          law)

5.   Amendments to Article V. The provisions of Section 5.01(f) of the Credit
     Agreement are hereby amended by deleting the number "$40,000,000" and
     substituting "$80,000,000" in its stead.

6.   Amendments to Article VI. The provisions of Article VI of the Credit
     Agreement are hereby amended as follows:

     a.   The provisions of Section 6.01(g) of the Credit Agreement are hereby
          deleted in their entirety and the following substituted in their
          stead:

          (g) Indebtedness with respect to any L/C Facility, provided that the
          maximum principal amount of all L/C Facilities shall not exceed
          $65,000,000 (or such greater amount (not to exceed $80,000,000) as may
          be permitted under such L/C Facilities);

     b.   The provisions of Section 6.01(j) of the Credit Agreement are hereby
          amended by deleting the phrase "clauses (b), (c), (d), (e), (h), or
          (i)" and substituting in its stead the phrase "clauses (b), (c), (d),
          (e), (g), (h) or (i)."

     c.   The provisions of Section 6.02 of the Credit Agreement are amended by
          deleting the word "and" at the end of Section 6.02(i), by re-lettering
          Section 6.02(j) as Section 6.02(k) and adding the following
          immediately after said Section 6.02(i):

          (j) Liens on L/C Facility Cash Collateral to secure Indebtedness
          permitted by Section 6.01(g); and

     d.   The provisions of Section 6.03(a) of the Credit Agreement are hereby
          deleted in their entirety and the following substituted in their
          stead:

          (a) The Loan Parties will not merge into or consolidate with any other
          Person, or permit any other Person to merge into or consolidate with
          it, or liquidiate or dissolve, except that if at the time thereof and
          immediately after giving effect thereto no Default shall have occurred
          and be continuing, (A) PET WISE INC. may be dissolved and (B) (i) any
          Subsidiary may merge into a Borrower in a transaction in which a
          Borrower is the surviving corporation, and (ii) any Subsidiary that is
          not a Borrower may merge into any Subsidiary that is not a Borrower,
          provided that any such merger involving a Person that is not a wholly
          owned Subsidiary immediately prior to such merger shall not be
          permitted unless also permitted by Section 6.04.


                                       4

<PAGE>

     e.   The provisions of Section 6.04(d) of the Credit Agreement are hereby
          deleted in their entirety and the following substituted in their
          stead:

          (d) Guarantees constituting Indebtedness permitted by Section 6.01,
          provided that such Guarantees by the Borrowers, other than Guarantees
          of Indebtedness permitted under Section 6.01(g) or 6.01(i), shall not
          exceed $20,000,000 in the aggregate at any time outstanding;

     f.   The provisions of Section 6.06(b) of the Credit Agreement are hereby
          amended by deleting Section 6.06(b)(ii) and substituting the following
          Sections 6.06(b)(ii) and 6.06(b)(iii) in its stead:

          (ii) payments under any L/C Facility, as and when due; and

          (iii) refinancings of Indebtedness described in clause (i) or (ii),
          above, to the extent permitted by Section 6.01.

7.   Amendments to Article VII. The provisions of Article VII of the Credit
     Agreement are hereby amended as follows:

     a.   The provisions of Section 7.01(m)(iii) of the Credit Agreement are
          hereby deleted in their entirety with the following substituted in
          their stead:

          (iii) any Lien purported to be created under any Security Document
          shall cease to be, or shall be asserted by any Loan Party not to be, a
          valid and perfected Lien on any Collateral, with the priority required
          by the applicable Security Document (subject to the first priority of
          Liens on L/C Facility Cash Collateral to secure Indebtedness permitted
          by Section 6.01(g), notwithstanding anything to the contrary in any
          Security Document), except as a result of the sale or other
          disposition of the applicable Collateral in a transaction permitted
          under the Loan Documents;

     b.   The provisions of Section 7.01 of the Credit Agreement are hereby
          amended by deleting the word "or" at the end of Section 7.01(p), by
          re-lettering Section 7.01(q) as Section 7.01(r) and adding the
          following immediately after said Section 7.01(p):

          (q) any Loan Party shall fail to make any payment (whether of
          principal or interest and regardless of amount) in respect of any L/C
          Facility when and as the same shall become due and payable (after
          giving effect to the expiration of any grace or cure period set forth
          therein); or any event or condition has occurred that has resulted in
          any Indebtedness with respect to any L/C Facility becoming due prior
          to its scheduled maturity or that enables or permits (with or without
          the giving of notice, the lapse of time or both) the holder or holders
          of any such


                                       5

<PAGE>

          Indebtedness to cause any such Indebtedness to become due, or to
          require the prepayment, repurchase, redemption or defeasance thereof,
          prior to its scheduled maturity; or

8.   Amendments to Article VIII. The provisions of Section 8.03 of the Credit
     Agreement are hereby amended by deleting the first sentence thereof and
     substituting the following in its stead:

          Each of the Lenders, the Agents and the Issuing Bank agrees that if it
          shall, through the exercise of a right of banker's lien, setoff or
          counterclaim against the Loan Parties, including, but not limited to,
          a secured claim under Section 506 of the Bankruptcy Code or other
          security or interest arising from, or in lieu of, such secured claim
          and received by such Lender, any Agent or the Issuing Bank under any
          applicable bankruptcy, insolvency or other similar law, or otherwise,
          obtain payment in respect of the Obligations owed it (an "excess
          payment") as a result of which such Lender, such Agent or the Issuing
          Bank has received payment of any Loans or other Obligations
          outstanding to it in excess of the amount that it would have received
          if all payments at any time applied to the Loans and other Obligations
          had been applied in the order of priority set forth in Section 2.23,
          then such Lender, Agent or the Issuing Bank shall promptly purchase at
          par (and shall be deemed to have thereupon purchased) from the other
          Lenders, such Agent and the Issuing Bank, as applicable, a
          participation in the Loans and Obligations outstanding to such other
          Persons, in an amount determined by the Administrative Agent in good
          faith as the amount necessary to ensure that the economic benefit of
          such excess payment is reallocated in such manner as to cause such
          excess payment and all other payments at any time applied to the Loans
          and other Obligations to be effectively applied in the order of
          priority set forth in Section 2.23 pro rata in proportion to its
          Commitment; provided, that if any such excess payment is thereafter
          recovered or otherwise set aside such purchase of participations shall
          be correspondingly rescinded (without interest), and provided further
          that the foregoing provisions shall not apply to any L/C Facility Cash
          Collateral (which shall be retained by the financial institution party
          to such L/C Facility).

9.   Amendments to Article IX. The provisions of Section 9.09 of the Credit
     Agreement are hereby amended by deleting the first sentence thereof and
     substituting the following in its stead:

          If an Event of Default shall have occurred and be continuing, each
          Lender and each of its Affiliates is hereby authorized at any time and
          from time to time, to the fullest extent permitted by law, to set off
          and apply any and all deposits (general or special, time or demand,
          provisional or final, but not any L/C Facility Cash Collateral) at any
          time held and other obligations at any time owing by such


                                       6

<PAGE>

          Lender or Affiliate to or for the credit or the account of the Loan
          Parties against any of and all the obligations of the Loan Parties now
          or hereafter existing under this Agreement held by such Lender,
          irrespective of whether or not such Lender shall have made any demand
          under this Agreement and although such obligations may be unmatured.

10.  Amendments to Borrower Security Agreement. The provisions of the Borrower
     Security Agreement are hereby amended as follows:

     a.   The second paragraph of the Recitals to the Borrower Security
          Agreement is hereby amended to add the following at the end thereof:

          Notwithstanding anything to the contrary contained herein, the term
          "Obligations" shall not include, and there shall be excluded
          therefrom, any Indebtedness under any L/C Facility.

     b.   The provisions of Section 3.3 of the Borrower Security Agreement are
          hereby amended by deleting clause (a) from the first sentence thereof
          and substituting the following in its stead:

          (a) a legal and valid perfected first priority security interest in
          all the Collateral securing the payment and performance of the
          Obligations (subject to the first priority of Liens on L/C Facility
          Cash Collateral to secure Indebtedness permitted by Section 6.01(g) of
          the Credit Agreement), and

11.  Amendments to Subsidiary Security Agreement. The provisions of Section 3.3
     of the Subsidiary Security Agreement are hereby amended by deleting clause
     (a) from the first sentence thereof and substituting the following in its
     stead:

          (a) a legal and valid perfected first priority security interest in
          all the Collateral securing the payment and performance of the
          Obligations (subject to the first priority of Liens on L/C Facility
          Cash Collateral to secure Indebtedness permitted by Section 6.01(g) of
          the Credit Agreement), and

12.  Conditions to Effectiveness. This First Amendment shall not be effective
     until each of the following conditions precedent have been fulfilled to the
     satisfaction of the Administrative Agent:

     a.   This First Amendment shall have been duly executed and delivered by
          the Borrowers, the Administrative Agent, the Collateral Agent and the
          Required Lenders. The Administrative Agent shall have received a fully
          executed copy hereof and of each other document required hereunder.


                                       7

<PAGE>

     b.   All action on the part of the Borrowers necessary for the valid
          execution, delivery and performance by the Borrowers of this First
          Amendment shall have been duly and validly taken. The Administrative
          Agent shall have received from each of the Borrowers the resolutions
          authorizing the transactions described herein, certified by its
          secretary or other appropriate officer to be true and complete.

     c.   The Borrowers shall have reimbursed the Administrative Agent for all
          of its reasonable out-of-pocket expenses incurred in connection
          herewith, including, without limitation, reasonable attorneys' fees.

     d.   The Borrowers shall have paid to the Administrative Agent, for the pro
          rata benefit of the Lenders who have entered into this First Amendment
          on or prior to the effective date hereof (in accordance with their
          respective Commitments), an amendment fee in an amount equal to 0.05%
          of the sum of such Lenders' Commitments. Such amendment fee shall be
          fully earned and paid by the Borrowers to the Administrative Agent in
          full on the effective date of this First Amendment. Such amendment fee
          shall not be subject to refund or rebate under any circumstances.

     e.   No Default or Event of Default shall have occurred and be continuing.

     f.   The Borrowers shall have provided such additional instruments,
          documents, and agreements to the Administrative Agent as the
          Administrative Agent and its counsel may have reasonably requested.

13.  Miscellaneous.

     a.   Except as provided herein, all terms and conditions of the Credit
          Agreement, the Security Agreements and the other Loan Documents remain
          in full force and effect and are hereby ratified.

     b.   This First Amendment may be executed in several counterparts and by
          each party on a separate counterpart, each of which when so executed
          and delivered, each shall be an original, and all of which together
          shall constitute one instrument. Delivery of an executed counterpart
          of a signature page hereto by facsimile shall be effective as delivery
          of a manually executed counterpart hereof.

     c.   This First Amendment expresses the entire understanding of the parties
          with respect to the matters set forth herein and supersedes all prior
          discussions or negotiations hereon.

     d.   This First Amendment shall be governed by, and construed in accordance
          with, the law of the Commonwealth of Massachusetts.


                                       8

<PAGE>

                            [SIGNATURE PAGES FOLLOW]


                                       9

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed and their seals to be hereto affixed as of the date first above
written.

                                        PETSMART, INC.,
                                        as Lead Borrower and Borrower


                                        By: /s/ Timothy E. Kullman
                                            ------------------------------------
                                        Print Name: Timothy E. Kullman
                                        Title: SVP & CFO


                                        PETSMART STORE SUPPORT GROUP, INC.,
                                        as Borrower


                                        By: /s/ Timothy E. Kullman
                                            ------------------------------------
                                        Print Name: Timothy E. Kullman
                                        Title: SVP & CFO


                                        FLEET RETAIL GROUP, LLC., as
                                        Administrative Agent, Collateral Agent,
                                        and Lender


                                        By: /s/ Stephen Garvin
                                            ------------------------------------
                                        Print Name: Stephen Garvin
                                        Title: Managing Director


                                        BANK OF AMERICA, N.A.,
                                        as Issuing Bank


                                        By: /s/ Stephen Garvin
                                            ------------------------------------
                                        Print Name: Stephen Garvin
                                        Title: Managing Director


                                       10

<PAGE>

                                        WACHOVIA CAPITAL FINANCE CORPORATION
                                        (WESTERN), as Lender


                                        By:      /s/ Gary D. Cassianni
                                            ------------------------------------
                                        Print Name:  Gary D. Cassianni
                                        Title:   Vice President


                                        WELLS FARGO FOOTHILL, INC. (f/k/a
                                        Wells Fargo Foothill, LLC), as Lender


                                        By: /s/ Patrick McCormack
                                            ------------------------------------
                                        Print Name: Patrick McCormack
                                        Title: Assistant Vice President


                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Lender


                                        By:  /s/ Dwayne L. Coker
                                            ------------------------------------
                                        Print Name:  Dwayne L. Coker
                                        Title:   Duly Authorized Signatory



Acknowledged and agreed to for
purposes of Section 11:


AUTHORITY PET FOOD COMPANY,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name: Timothy E. Kullman
Title: SVP & CFO


PACIFIC COAST DISTRIBUTING, INC.,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name:
Title:


                                       11

<PAGE>

PETSTUFF CANADA (USA) HOLDINGS, INC.,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name:
Title:


PETSTUFF NOVA SCOTIA, INC.,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name:
Title:


PET WISE INC.,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name:
Title:


3003300 NOVA SCOTIA COMPANY,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name:
Title:


PETSCARD, LLC,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ---------------------------------
Print Name:
Title:


                                       12

<PAGE>

PETSMART LEASING, INC.,
as Facility Guarantor


By: /s/ Timothy E. Kullman
    ----------------------------------
Print Name:
Title:


                                       13
</TEXT>
</DOCUMENT>
