EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 
 THIRD
AMENDMENT TO REIMBURSEMENT AGREEMENT 
 THIS THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 26, 2016
(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 U.S. 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). 

RECITALS 

WHEREAS, the 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: 

AGREEMENT 

1.        Amendments. The definition of “Maturity Date” in
Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: 
 “Maturity
Date” means August 26, 2017. 
 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. 

(b)        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. 








5.        Authority/Enforceability. Each Borrower and each Guarantor
represents and warrants as follows: 
 (a)        It has taken all
necessary action to authorize the execution, delivery and performance of this Amendment. 

(b)        This Amendment has been duly executed and delivered by such
Borrower and Guarantor and constitutes its legal, valid and binding obligations, enforceable 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. 

(c)        No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by such Person of this Amendment. 

(d)        The execution and delivery of this Amendment does not (i)
contravene the terms of its articles of incorporation, bylaws or other organizational documents (as applicable) or (ii) violate any applicable law, rule or regulation. 

6.        Representations and Warranties of the Borrowers. Each Borrower
represents and warrants to the Bank that after giving effect to this Amendment (a) the representations and warranties set forth in Article 6 of the Reimbursement Agreement are true and correct in all material respects as of the date hereof,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (b) no event has occurred and is continuing which
constitutes a Default. 
 7.        Counterparts/Telecopy. This
Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by
telecopy or other secure electronic format (.pdf) shall be effective as an original. 

8.        GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 

9.        Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. 

10.        Headings. The headings of the sections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. 

11.        Severability. If any provision of this Amendment is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 [remainder of page intentionally left blank] 







 Each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written. 
  

					
	 BORROWERS:
	 	 WILLIAMS-SONOMA, INC.,

		 	 a Delaware corporation

			
		 	 By:
	 	 /s/ Julie Whalen

		 	 Name:
	 	 Julie Whalen

		 	 Title:
	 	 Chief Financial Officer

		
		 	 WILLIAMS-SONOMA SINGAPORE PTE. LTD.

			
		 	 By:
	 	 /s/ Beth Thompson

		 	 Name:
	 	 Beth Thompson

		 	 Title:
	 	 Director

		
	 ACKNOWLEDGED AND AGREED:
	 	
		
	 GUARANTORS:
	 	 WILLIAMS-SONOMA, INC.

		 	 REJUVENATION INC.

		 	 SUTTER STREET MANUFACTURING, INC.

		 	 WILLIAMS-SONOMA ADVERTISING, INC.

		 	 WILLIAMS-SONOMA DIRECT, INC.

		 	 WILLIAMS-SONOMA DTC, INC.

		 	 WILLIAMS-SONOMA DTC TEXAS, INC.

		 	 WILLIAMS-SONOMA GIFT MANAGEMENT, INC.

		 	 WILLIAMS-SONOMA RETAIL SERVICES, INC.

		 	 WILLIAMS-SONOMA STORES, INC.

			
		 	 By:
	 	 /s/ Julie Whalen

		 	 Name:
	 	 Julie Whalen

		 	 Title:
	 	 Chief Financial Officer


  
 WILLIAMS-SONOMA, INC. 

THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT 








					
	BANK:                    	 	U.S. BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Joyce P. Dorsett

		 	Name: 	 	Joyce P. Dorsett
		 	Title:	 	Vice President              

  
  
  

WILLIAMS-SONOMA, INC. 
 THIRD AMENDMENT
TO REIMBURSEMENT AGREEMENT