SECOND AMENDMENT TO LETTER OF
CREDIT AGREEMENT
This Second
Amendment to Letter of Credit Agreement (the “ Second
Amendment ”) is made as of May 13, 2009 by and
between
PETSMART, INC.,
a Delaware corporation, having a principal place of business at
19601 North 27 th Avenue, Phoenix, Arizona 85027 (“
Petsmart ”), and
BANK OF
AMERICA, N.A., as Issuing Bank, a national banking association
having a place of business at 100 Federal Street, Boston,
Massachusetts 02110.
in
consideration of the mutual covenants herein contained and benefits
to be derived herefrom.
WHEREAS, Petsmart
and the Issuing Bank have entered into a Letter of Credit Agreement
dated as of June 30, 2006 (as amended, restated, supplemented,
or otherwise modified, the “ L/C Agreement ”),
by and between Petsmart and the Issuing Bank; and
WHEREAS, Petsmart
is party to a loan facility evidenced by, among other things, that
certain Credit Agreement dated as of August 15, 2007 (as
amended, restated, supplemented, or otherwise modified, the “
Credit Agreement ”), by and between, among others,
(i) Petsmart, (ii) the other Borrower party thereto,
(iii) Bank of America, N.A., as Administrative Agent for the
benefit of itself and the other Lenders party thereto (in such
capacity, the “ Administrative Agent ”),
(iv) Bank of America, N.A., as Collateral Agent for the
benefit of itself and the other Lenders party thereto (in such
capacity, the “ Collateral Agent ”),
(v) the Lenders party thereto, and (vi) Bank of America,
N.A., as Issuing Bank; and
WHEREAS, Petsmart
has advised the Issuing Bank that it may from time to time endeavor
to cause certain “Letters of Credit” (as defined in the
Credit Agreement) currently issued and outstanding under the Credit
Agreement to be transferred to, and deemed issued by, the Issuing
Bank in accordance with Section 2.16 of the L/C Agreement;
and
WHEREAS, in
connection therewith, Petsmart and the Issuing Bank have agreed to
amend certain provisions of the L/C Agreement as set forth
herein.
NOW THEREFORE, it
is hereby agreed as follows:
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1.
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Definitions : All capitalized terms used herein
and not otherwise defined shall have the same meaning herein as in
the L/C Agreement.
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2.
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Amendments to
Article I . The provisions of Article I
of the L/C Agreement are hereby amended as follows:
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1
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a.
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By
amending the definition of “Availability” by deleting
the figure “$65,000,000” therefrom and substituting in
its stead the figure “$100,000,000”; and
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