Attached files

file filename
10-Q - FORM 10-Q - WILLIAMS SONOMA INCd10q.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - WILLIAMS SONOMA INCdex311.htm
EX-10.4 - FOURTH AMENDMENT TO THE REIMBURSEMENT AGREEMENT, U.S. BANK NATIONAL ASSOCIATION - WILLIAMS SONOMA INCdex104.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - WILLIAMS SONOMA INCdex321.htm
EX-10.3 - SIXTH AMENDMENT TO THE REIMBURSEMENT AGREEMENT, JPMORGAN CHASE BANK - WILLIAMS SONOMA INCdex103.htm
EX-10.1 - SIXTH AMENDMENT TO THE REIMBURSEMENT AGREEMENT, BANK OF AMERICA - WILLIAMS SONOMA INCdex101.htm
EX-32.2 - SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER - WILLIAMS SONOMA INCdex322.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - WILLIAMS SONOMA INCdex312.htm

Exhibit 10.2

FIFTH AMENDMENT

THIS FIFTH AMENDMENT dated as of September 4, 2009 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and Wells Fargo Bank, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

WHEREAS, the Parent and the Bank have entered into the Reimbursement Agreement; and

WHEREAS, the Parent and the Bank desire to amend the Reimbursement Agreement as more fully set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1 Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Reimbursement Agreement is amended as follows:

(a)    The definition of “Maturity Date” is amended in its entirety to read as follows:

Maturity Date” means September 3, 2010.

(b)    The definition of “Other Reimbursement Agreements” is amended by replacing the first reference therein to “means” with “means, at any time prior to the termination, maturity or expiration thereof,”.

(c)    Section 5.2(d) is amended by replacing the reference to “February 3, 2008” with “February 1, 2009”.

(d)    Section 6.2 is amended by (i) replacing the reference to “February 2, 2003, February 1, 2004, January 30, 2005, January 29, 2006, January 28, 2007 and February 3, 2008” with “February 2, 2003, February 1, 2004, January 30, 2005, January 29, 2006, January 28, 2007, February 3, 2008 and February 1, 2009” and (ii) replacing the reference to “February 3, 2008” in the third and fourth sentence thereof with “February 1, 2009”.

SECTION 2 Representations and Warranties. The Parent represents and warrants to the Bank that, after giving effect to the effectiveness hereof:

(a)    each representation and warranty set forth in Article 6 of the Reimbursement Agreement, as amended hereby, is true and correct in all material respects as of the date of the execution and delivery of this Amendment by the Parent, with the same effect as if made on such date, except to the extent any such representation or warranty relates specifically to another date (in which case it was true and correct in all material respects as of such other date);

(b)    the Parent has the power and authority to execute, deliver, and perform its obligations under this Amendment;


(c)    no Default exists; and

(d)    there has not occurred a material adverse change since February 1, 2009 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise), or prospects of the Parent (individually) or the Parent and its Subsidiaries (taken as a whole).

SECTION 3 Effectiveness. The amendments set forth herein shall become effective when the Bank has received the following:

(a)    a counterpart of this Amendment executed by the Parent;

(b)    a Confirmation, substantially in the form of Exhibit A, executed by each Subsidiary Guarantor;

(c)    evidence that the Parent has paid all accrued and invoiced Attorney Costs of the Bank in connection with this Amendment;

(d)    evidence that the Board of Directors of the Parent has authorized the execution and delivery of this Amendment and the performance of the Reimbursement Agreement as amended hereby; and

(e)    such other documents as the Bank may reasonably request.

SECTION 4 Miscellaneous.

4.1    Continuing Effectiveness, etc. As amended hereby, the Reimbursement Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the Reimbursement Agreement and the other Transaction Documents to “Reimbursement Agreement” or similar terms shall refer to the Reimbursement Agreement as amended hereby.

4.2    Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of a counterpart hereof, or an executed signature hereto, by facsimile or by e-mail (in pdf or similar format) shall be effective as delivery of a manually-executed counterpart hereof.

4.3    Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of California applicable to contracts made and to be performed entirely within such state.

4.4    Successors and Assigns. This Amendment shall be binding upon the Parent and the Bank and their respective successors and assigns, and shall inure to the benefit of the Parent and the Bank and the successors and assigns of the Bank.


Delivered as of the day and year first above written.

 

WILLIAMS-SONOMA, INC.
By:   /s/ Sharon L. McCollam

Name: Sharon L. McCollam

Title: Executive Vice President, Chief Operating

and Chief Financial Officer

 

 

WELLS FARGO BANK, N.A.
By:   /s/ Meggie Chichioco

Name: Meggie Chichioco

Title: Senior Vice President

 

 

 

 


EXHIBIT A

FORM OF CONFIRMATION

Dated as of September 4, 2009

To:   Wells Fargo Bank, N.A.

Please refer to (a) the Reimbursement Agreement (as amended prior to the date hereof, the “Reimbursement Agreement”) dated as of July 1, 2005 between Williams-Sonoma, Inc. (the “Parent”) and Wells Fargo Bank, N.A. (the “Bank”), (b) the Guaranty Agreement dated as of July 1, 2005 executed by the undersigned (the “Subsidiary Guaranty”) and (c) the Fifth Amendment dated as of the date hereof to the Reimbursement Agreement (the “Fifth Amendment”).

Each of the undersigned hereby confirms to the Bank that, after giving effect to the Fifth Amendment and the transactions contemplated thereby, the Subsidiary Guaranty continues in full force and effect and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors’ rights and general principles of equity.

 

WILLIAMS-SONOMA STORES, INC.

WILLIAMS-SONOMA DIRECT, INC.

WILLIAMS-SONOMA RETAIL SERVICES, INC.

WILLIAMS-SONOMA DTC, INC.

WILLIAMS-SONOMA GIFT MANAGEMENT, INC.

 

By:

       
Name: Sharon L. McCollam

Title: Executive Vice President, Chief Operating and

Chief Financial Officer

 

WILLIAMS-SONOMA STORES, LLC

By: WILLIAMS-SONOMA STORES, INC.
Its: Sole Member
 

 

By:

   
  Name: Sharon L. McCollam
 

Title: Executive Vice President, Chief Operating and

Chief Financial Officer