SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2019 (this Amendment), is entered into among
WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the Parent), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws
of Singapore (Williams-Sonoma Singapore and collectively with the Parent, the Borrowers) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the Bank). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below).
Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the Reimbursement Agreement); and
WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein.
NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendments. The definition of Maturity Date in Section 1.1 of the Reimbursement Agreement is hereby amended to read
Maturity Date means August 23, 2020.
2. Effectiveness; Conditions Precedent. This Amendment shall become effective upon satisfaction of the following conditions precedent:
(a) Execution of Counterparts of Amendment. The Bank shall have received counterparts of this Amendment, which
collectively shall have been duly executed on behalf of each Borrower, each of the Guarantors and the Bank.
Resolutions, Etc. The Bank shall have received, in form and substance satisfactory to the Bank, (i) for each of the Borrowers and the Guarantors, resolutions of its board of directors (or similar governing body) certified by its
Secretary or an Assistant Secretary which authorize its execution, delivery and performance of this Amendment and (ii) such other documents as the Bank may reasonably request.
3. Expenses. The Parent agrees to reimburse the Bank for all reasonable
out-of-pocket costs and expenses of the Bank in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable
fees and expenses of Moore & Van Allen PLLC.
4. Ratification of Reimbursement Agreement. Each Borrower and each Guarantor
acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Transaction Documents, as amended hereby. This Amendment is a Transaction Document.