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Exhibit
10.7
SECOND
AMENDMENT
THIS SECOND AMENDMENT dated
as of September 8, 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 U.S.
Bank National Association (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 references to
“$15,000,000” in Recital A and Section 2.1 of the
Reimbursement Agreement are replaced with
“$20,000,000”.
(b) The definition of
“Maturity Date” is amended in its entirety to read as
follows:
“ Maturity Date
” means September 7, 2008.
(c) Section 5.2(d) is
amended by replacing the reference to “January 29,
2006” with “January 28, 2007”.
(d) Section 6.2 is
amended by (i) replacing the reference to “February 2,
2003, February 1, 2004, January 30, 2005 and
January 29, 2006” with “February 2,
2003, February 1, 2004, January 30,
2005, January 29, 2006 and January 28, 2007”
and (ii) replacing the reference to “January 29,
2006” in the third and fourth sentence thereof with
“January 28, 2007”.
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
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