EXHIBIT 4.2
AGREEMENT TO BE BOUND
November 12, 1999
To the Parties to the
Stockholders Agreement
dated as of August 31, 1999
Ladies and Gentlemen:
Reference is made to the Stockholders Agreement, dated as of August
31, 1999 (as it may be amended from time to time, the "Stockholders Agreement")
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among ▇▇▇▇▇▇'▇ Trading Company, Inc. (the "Company"), FS Equity Partners IV,
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L.P., The Limited, Inc. and G Trademark, Inc. Capitalized terms used herein and
not defined therein have the meanings ascribed to them in the Stockholders
Agreement.
Benchmark Capital Partners IV, L.P. ("Benchmark") purchased shares of
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Class A Common Stock from the Company pursuant to that certain Stock Purchase
Agreement dated as of the date hereof. In consideration of the representations,
covenants and agreements contained in the Stockholders Agreement, Benchmark
hereby confirms and agrees that all Common Stock held by it shall be subject to,
and Benchmark shall be bound by, all of the terms, conditions and provisions of
the Stockholders Agreement applicable to Other Stockholders. The other parties
to the Stockholders Agreement hereby acknowledge and agree that Benchmark shall
have all of the rights of an Other Stockholder under the Stockholders Agreement.
The term "Other Stockholder" and "Other Stockholders" as used in the
Stockholders Agreement shall be deemed to apply to and include the undersigned.
This letter shall be construed and enforced in accordance with the
laws of the State of New York.
This letter may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
BENCHMARK CAPITAL PARTNERS IV, L.P.
as nominee for
Benchmark Capital Partners IV, L.P.
Benchmark Founders' Fund IV, L.P.
Benchmark Founders' Fund IV-A, L.P.
and related individuals
By: Benchmark Capital Management Co. IV, L.L.C.
Its: General Partner
By:
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Name:
Title:
2
ACKNOWLEDGED AND AGREED:
FS EQUITY PARTNERS IV, L.P.
By: FS CAPITAL PARTNERS, LLC
Its: General Partner
By:
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Name:
Title:
THE LIMITED, INC.
By:
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Name:
Title:
G TRADEMARK, INC.
By:
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Name:
Title:
▇▇▇▇▇▇'▇ TRADING COMPANY, INC.
By:
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Name:
Title:
3