0000950153-02-001208 Sample Contracts

SERIES H PREFERRED STOCK PURCHASE AGREEMENT SEPTEMBER 8, 1991 TABLE OF CONTENTS
Series H Preferred Stock Purchase Agreement • July 10th, 2002 • Petsmart Inc • Retail-retail stores, nec • Delaware
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Exhibit 4.2 CARREFOUR SA 6, AVENUE RAYMOND POINCARE BP 419.16 75769 PARIS CEDEX 16
Petsmart Inc • July 10th, 2002 • Retail-retail stores, nec • California

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.

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