exv10w20






Exhibit 10.20




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
27th 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.




WITNESSETH




     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:




	1.	 	Definitions: All capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the L/C Agreement.
	 
	2.	 	Amendments to Article I. The provisions of Article I of the L/C Agreement are hereby
amended as follows:




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	 	a.	 	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
	 
	 	b.	 	By amending the definition of “Commitment” by deleting the figure “$65,000,000”
therefrom and substituting in its stead the figure “$100,000,000”; and
	 
	 	c.	 	By deleting the definition of “Maturity Date” in its entirety and substituting
the following new definition in its stead:
	 
	 	 	 	“Maturity Date” means the “Maturity Date” as defined in the Existing Financing
Agreement.






	3.	 	Amendment to Article II. The provisions of Section 2.07(a) are hereby amended by
deleting the phrase “0.20% per annum” therefrom and substituting in its stead the phrase
“0.45% per annum”.
	 
	4.	 	Conditions to Effectiveness. This Second Amendment shall not be effective until each
of the following conditions precedent has been fulfilled to the satisfaction of the Issuing
Bank:






	 	a.	 	This Second Amendment shall have been duly executed and delivered by Petsmart
and the Issuing Bank. The Issuing Bank shall have received a fully executed copy
hereof and of each other document required hereunder.
	 
	 	b.	 	All action on the part of Petsmart necessary for the valid execution, delivery
and performance by Petsmart of this Second Amendment shall have been duly and validly
taken.
	 
	 	c.	 	Petsmart shall have reimbursed the Issuing Bank for all of its reasonable
out-of-pocket expenses incurred in connection herewith, including, without limitation,
reasonable attorneys’ fees.
	 
	 	d.	 	No Default or Event of Default shall have occurred and be continuing.
	 
	 	e.	 	Petsmart shall have provided such additional instruments, documents, and
agreements to the Issuing Bank as the Issuing Bank and its counsel may have reasonably
requested.






	5.	 	Miscellaneous.






	 	a.	 	Except as provided herein, all terms and conditions of the L/C Agreement remain
in full force and effect and are hereby ratified.




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





[SIGNATURE PAGES FOLLOW]




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



	 	 	 	 	 	 	 
	 	 	PETSMART, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Signature Page to Second Amendment to Letter of Credit Agreement