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Exhibit
10.5
SECOND
AMENDMENT
THIS SECOND AMENDMENT dated
as of July 20, 2007 (this “Amendment”) amends the
Reimbursement Agreement dated as of September 8, 2006 (as
previously amended, the “Reimbursement Agreement”)
between Williams-Sonoma, Inc. (the “Parent”) and
JPMorgan Chase 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 references to
“$20,000,000” in Recital A and Section 2.1 of the
Reimbursement Agreement are replaced with
“$25,000,000”.
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 January 29, 2006
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; and
(d) such other
documents as the Bank may reasonably request.
SECTION 4
Miscellaneous .
4.1
Continuing Effectiveness, etc . As amended hereby, the
Reimbursement Agreemen
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