Exhibit 4.2
XXXXXXXXX XX
0, XXXXXX XXXXXXX XXXXXXXX
XX 419.16
00000 XXXXX CEDEX 16
June 25, 2002
PETsMART, Inc.
00000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
Dear Xx. Xxxxxxx:
Reference is made to the Series H Preferred Stock Purchase Agreement, dated as
of September 8, 1991, between PETsMART, Inc. (the "Company") and the persons and
entities listed on the Schedule of Purchasers attached thereto (the "Purchase
Agreement"). For convenient reference, a copy of the Purchase Agreement is
attached to this letter agreement. The Purchase Agreement contains provisions
providing for registration rights for the purchasers of the Company's Series H
Preferred Stock named in that Purchase Agreement, who include Fourcar BV, a
wholly owned subsidiary of Carrefour SA ("Carrefour"), and S.A. De Noyange,
which was merged with and into Carrefour in 1999.
This letter confirms our agreement that the Company will file a registration
statement on Form S-3 under the Securities Act of 1933 that covers the offer and
sale of shares to be issued by the Company, which will comprise the entire
amount to be dedicated to the underwriters' over-allotment option plus an amount
that when aggregated with the over-allotment shares is no more than 3,500,000
shares, and all of the 13,182,584 shares of common stock of the Company owned by
Carrefour (directly or through subsidiaries) (the "Carrefour Shares") in a firm
commitment underwritten offering to be made through the underwriters we have
jointly selected. The Company has advised Carrefour that the Company will not
include, pursuant to a registration rights agreement or otherwise, any other
shares in the registration statement to be filed.
The Company agrees to cooperate fully in all marketing efforts customary for
underwritten offerings by issuers, including participating in a "road show."
Additionally, Section 14 (Registration Expenses) of the Purchase Agreement shall
apply to the proposed offering as if the proposed offering were a Piggyback
Registration and Section 13 (Registration Procedures) and Section 15
(Indemnification) of the Purchase Agreement shall also apply to the proposed
offering, in each case, to the same extent as if (i) those provisions were set
forth in full in this letter agreement, (ii) all of the Carrefour Shares were
covered by the Purchase Agreement and (iii) Sections 13, 14 and 15 of the
Purchase Agreement were implicated by a request to include the Carrefour Shares
in the Company's registration statement.
This letter agreement shall be governed by and construed in accordance with the
laws of the State of California without regard to principles of conflicts of law
thereof.
If the foregoing correctly sets forth your understanding of our agreement,
kindly so indicate by signing in the space provided below.
Very truly yours,
CARREFOUR SA
By: /s/ Xxxxxxx Xxxxx
-----------------------
Name: Xxxxxxx Xxxxx
Title: Attorney-in-Fact for
Carrefour SA
Agreement confirmed:
PETsMART, Inc.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer and Treasurer
[See exhibit 4.1 to this Form S-8 for Series H Preferred Stock Purchase
Agreement]
