Amendment No. 1 to Aircraft Lease Agreement



 Exhibit 10.1 

AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

BETWEEN 

WHL MANAGEMENT LLC 

A CALIFORNIA LIMITED LIABILITY COMPANY 

AS LESSOR 

AND 

WILLIAMS-SONOMA, INC. 

A CALIFORNIA CORPORATION 

AS LESSEE 

DATED 

MAY 26, 2010 







 AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

AMENDMENT NO. 1 TO AIRCRAFT LEASE
AGREEMENT (this “Amendment”) dated May
 26, 2010 (the “Effective
Date”), by and between WHL MANAGEMENT LLC, a California 
 limited liability company
(“Lessor”), and WILLIAMS-SONOMA, INC., a California corporation 

(“Lessee”). 

RECITALs 

WHEREAS, Lessor and Lessee are parties to that certain Aircraft Lease Agreement dated 

May 16, 2008 (the “Agreement”); 

WHEREAS, Lessor, Lessee and Bank of America, N.A. (“Bank”) are parties to that

 certain Consent to Lease and Assignment dated May 16, 2008 (“Consent”); and 

WHEREAS, Lessee and Mr. Howard Lester (“Executive”) are parties to that certain

 Retirement and Consulting Agreement dated January 25, 2010 (the “Consulting Agreement”); 

and 

WHEREAS, pursuant to the Consulting Agreement, the parties agreed to maintain the full 

36-month term of the Agreement and the Executive agreed to cause Lessor to give Lessee an 

option to purchase the Aircraft; and 

WHEREAS, the parties desire to amend the Agreement to incorporate the agreements 

regarding the Aircraft set forth in the Consulting Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth

 herein, and for other good and valuable consideration, the sufficiency of which is hereby 

acknowledged, the parties hereto agree as follows: 

AGREEMENT 

1. CAPITALIZED TERMS. All capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Agreement. 
 2. AMENDMENT OF
AGREEMENT. 
 (a) The parties agree that the retirement of the Executive
constitutes a Retirement Event under the Agreement. Notwithstanding such Retirement Event, the parties agree that the Lease Term of the Agreement shall continue and that the Agreement shall not terminate pursuant to Section 15 due to such
Retirement Event. 
 (b) The parties agree that the Agreement is hereby amended to provide that Lessee shall have the
option to purchase the Aircraft from Lessor on the expiration of the Lease Term (the “Option”) for the purchase price of US$32,000,000 (the “Purchase Price”). Lessee shall provide Lessor with
preliminary, non-binding written notice of Lessee’s intent whether or not to exercise the Option (the “Preliminary Notice”) on or within thirty (30) days prior to December 1, 2010. Regardless

  

 1. 








 
of the intent expressed by Lessee in the Preliminary Notice, Lessee shall provide Lessor with binding, final written notice of Lessee’s intent to exercise the Option (the “Option
Notice”) on January 3, 2011 (the “Exercise Date”); the Option Notice may not be delivered by Lessee prior to the Exercise Date and shall not be deemed to be binding or effective prior to the Exercise Date. If
Lessee fails to provide the Option Notice on the Exercise Date, then the Option shall be void. If Lessee elects to exercise the Option, then: 

(i) Lessee’s acquisition of the Aircraft shall occur on Monday, May 16, 2011, or such other date that is mutually
agreeable to the parties (the “Closing Date”). On or before the Closing Date, Lessee shall, at its sole expense, position the Aircraft in Portland, Oregon or other mutually agreeable location in the continental United States
(“Closing Location”). 
 (ii) Prior to the Closing Date, Lessor shall position an original executed FAA
Lease Termination for the Agreement, an FAA Bill of Sale, and any and all other documents necessary to convey good and marketable title to the Aircraft free and clear of all liens and encumbrances to Lessee (except for the Warranty Bill of Sale
referred to below) with the law firm of Daugherty, Fowler, Peregrin, Haught & Jenson in Oklahoma City, Oklahoma (“Escrow Agent”). Prior to the Closing Date, Lessee shall position an original executed FAA Lease Termination
for the Agreement and FAA Registration Application with Escrow Agent. 
 (iii) On the Closing Date and at the Closing
Location, Lessor shall have an authorized individual present, with proof of authorization, to execute and deliver to Lessee (1) a Warranty Bill of Sale substantially in the form attached hereto and incorporated herein as Exhibit 1-A;
(2) an Assignment of Warranties substantially in the form attached hereto and incorporated herein as Exhibit 1-B; (3) a Receipt for Funds substantially in the form attached hereto and incorporated as Exhibit 1-C; and
(4) California Statements of Exemption substantially in the form attached hereto and incorporated herein as Exhibit 1-D. On the Closing Date and at the Closing Location, Lessee shall have an authorized individual present, with proof of
authorization, to execute and delivery to Lessor the Delivery Receipt substantially in the form attached hereto and incorporated as Exhibit 1-E; and the California Statements of Exemption substantially in the form attached hereto and
incorporated herein as Exhibit 1-D. 
 (iv) Lessor shall deliver to Lessee any items that Lessor has removed or
retained from the Aircraft, if any, prior to the Closing (as defined below). All return conditions of Section 9 shall be waived upon acquisition of the Aircraft by Lessee. Except with respect to the situations identified in
Section 2(b)(v) below, the Aircraft will be sold to Lessee regardless of its then-current condition, as-is and with all faults. The Aircraft registration number, N878HL, shall be transferred to Lessee upon the Closing. 

(v) For the avoidance of doubt, the parties hereby state that Lessor shall remain responsible to make any Capital Improvements
under Section 5(l) of the Agreement until the Closing. If the Aircraft requires Capital Improvements to keep the Aircraft airworthy and Lessor makes such Capital Improvements after January 25, 2010, and prior to the Closing, then the
Purchase Price shall be adjusted upwards to account for the increased value of the Aircraft resulting therefrom at the time of completion of such Capital Improvements. If the parties cannot agree on the increase in value of the Aircraft due to such
Capital Improvements, then an appraisal will be performed to determine the increase in Aircraft value, if any, that is proximately caused solely as a result of such Capital Improvements. The appraisal will be conducted by a panel of three
(3) experienced aircraft appraisers, with each party selecting, and bearing the expense of, one (1) appraiser and the two (2) appraisers thus appointed selecting the third appraiser, who will act as chairman and whose expense will be
borne equally by both 
  

 2. 








 
parties. The findings of the two (2) appraisers which are closest in value shall be averaged and shall constitute the increase in value, if any, of the Aircraft due to such Capital
Improvements. Notwithstanding the foregoing, the appraisal process described above shall be for the limited purpose described above and shall not be used to revalue the entire Aircraft. The parties also agree that if during the period of time from
the Lessee’s issuance of the Option Notice up to and including the Closing: 
 (aa) the Aircraft is
damaged in a manner that would trigger Lessee’s obligation of indemnification under Section 14(c) of the Agreement, then Lessee’s acquisition of the Aircraft under the Option shall satisfy any and all of the obligations of Lessee to
Lessor under Section 14(c) of the Agreement, 
 (bb) the Aircraft is damaged (but not destroyed) in
a manner that would trigger a claim and payment from the insurer under the hull insurance for the Aircraft, then the Purchase Price shall be decreased by the amount of such payment, or, if the amount of such payment is not known prior to Closing,
then Lessor shall assign such payment to Lessee at Closing, 
 (cc) the Aircraft is destroyed or
determined to be a total loss, then the Option shall terminate, Lessor and Lessee shall be released from their obligations under this Amendment including Lessee’s obligation to purchase the Aircraft and the Agreement shall terminate. In such
event, any hull insurance payable with respect to the Aircraft shall be paid to Bank, to the extent of its interest under the Aircraft Mortgage, with any surplus being retained by Lessor. 

(vi) THE AIRCRAFT IS BEING SOLD TO LESSEE BY LESSOR HEREUNDER “AS IS,” AND, EXCEPT AS SET FORTH IN THE WARRANTY BILL OF
SALE, LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER
DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE
AIRCRAFT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT. 
 (vii)
The parties agree that the term Taxes shall be expanded to include sales, use, retail, or other taxes that may be imposed on the Aircraft, Lessor or Lessee as a result of the purchase, sale or delivery of the Aircraft from Lessor to Lessee or
use of the Aircraft by Lessee after Closing; provided, however, that Taxes shall not include any taxes to the extent that they relate to any income or capital gain taxes that may be imposed on Lessor on the sale of the Aircraft to Lessee.

 (viii) The Cape Town Convention will be applicable to the sale of the Aircraft under the Option. The parties agree to
cooperate and perform such acts as necessary to register at Closing, Lessee’s purchase of the Aircraft including, without limitation, its engines, as a contract of sale under the Cape Town Convention. The parties further agree to each appoint
Escrow Agent as its professional user entity in regard to the Aircraft including, without limitation, its engines in order for Escrow Agent to register the contract of sale at Closing. Lessee shall not register any prospective contract of sale with
the International Registry with respect to the Aircraft or any part thereof; any contracts of sale registered with respect to the Option shall occur at Closing. 
  


 3. 








 (ix) Lessor’s right to terminate the Agreement pursuant to Section 15 of
the Agreement shall not be impacted by the exercise of the Option by Lessee. Termination of the Agreement by Lessor or Lessee pursuant to Section 15 of the Agreement shall terminate the Option. Upon execution of this Amendment, (i) Lessee
shall no longer have the right to terminate the Agreement pursuant to the penultimate sentence of Section 15 of the Agreement or pursuant to Section 2(b)(iii) of the Consent; (ii) Lessee’s right to terminate the Agreement
pursuant to the remainder of Section 15 of the Agreement and Section 2(b)(ii) of the Consent shall not be impacted by the exercise of the Option by Lessee; and (iii) if, on May 16, 2011, the conditions of Closing described in
Section 2(b)(x) of this Amendment are not met by Bank or Lessor, then Lessee may elect to terminate the Option, not purchase the Aircraft, and return the Aircraft to Lessor as set forth in the Agreement. 

(x) On the Closing Date and upon (i) Lessee’s confirmation it is prepared to transfer the Purchase Price to Lessor in
compliance with Lessor’s instructions (which may include, without limitation, instructions for payment of the Purchase Price directly to Bank), (ii) Bank’s confirmation that upon Lessee’s payment to Bank of the Purchase Price (or
as much of the Purchase Price as Lessor directs Lessee to pay to Bank), Bank will release its lien release documents with respect to the Aircraft, (iii) Lessor’s confirmation that upon Lessee’s payment of the Purchase Price, and the
filing of the documents positioned with Escrow Agent, the Aircraft shall be conveyed to Lessee with good and marketable title, free and clear of all liens and encumbrances, and that Escrow Agent has been provided with such irrevocable instructions,
and (iv) Escrow Agent’s confirmation that it has received all necessary documents and is prepared to file them with the Federal Aviation Administration, then: (v) Lessee shall initiate transfer of the Purchase Price to Lessor and/or
Bank, as applicable, by wire transfer and provide confirmation number(s) for same, and (vi) Escrow Agent shall initiate filing of the documents identified in Section 2(b)(ii) with the Federal Aviation Administration. After steps
(i) – (vi) are complete, Lessor shall deliver the Aircraft to Lessee and Lessee shall accept the Aircraft by executing and delivering the documents identified in Section 2(b)(iii). The completion of all the items in the
preceding two sentences shall constitute the “Closing”. Without altering Lessee’s obligations with respect to maintaining the condition of the Aircraft under the Agreement, all risk of loss or damage to the Aircraft shall
transfer to Lessee upon the Closing Delivery. 
 3. GOVERNING LAW/JURISDICTION.
This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. The parties hereby submit to the
exclusive jurisdiction and venue of any court (federal, state or local) having situs within the State of California. 
 4.
COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the
same instrument. 
 5. NO FURTHER AMENDMENT; TREATMENT
OF TRANSACTIONS. Except as modified pursuant to this Amendment, the Agreement and the Consent shall remain unmodified and in full force and effect, and the parties hereto confirm that the Agreement
and Consent shall remain in effect except as amended hereby. Prior to the Closing, Lessor and Lessee shall report the Lease and the Option as separate transactions for financial accounting and federal, state and local income and other tax purposes.
Lessor and Lessee shall continue to report Lessor as being the owner of the Aircraft for accounting and tax purposes until the Closing. 

(SIGNATURES ON NEXT PAGE) 
  

 4. 








 The parties have executed this Amendment as of the day and year first written above.

  

			
	LESSOR:	  	LESSEE:
		
	WHL MANAGEMENT LLC	  	WILLIAMS-SONOMA, INC.
	 a California limited liability company
	  	a California corporation
	  
 By: /s/ R. Kirk Lester
	  	By: /s/ Sharon L. McCollam
	  
 Printed Name: R. Kirk Lester
	  	Printed Name: Sharon L. McCollam
	  
 Its:
Manager
	  	Its: Executive Vice President, Chief
		  	   Operating and Chief Financial Officer

	 WHL Management LLC
	  	 Williams-Sonoma, Inc.

	 Address: c/o R. Kirk Lester, PO Box 1475
	  	Address: 3250 Van Ness Avenue
	 Rancho Mirage, CA 92270
	  	San Francisco, CA 94109
	 Phone: 760-779-5236
	  	Phone: 415-616-8775
	 Fax: 703-837-1592
	  	Fax: 415-439-1067
	 Attn: R. Kirk Lester
	  	Attn: Sharon McCollam
	 E-mail: kirk@rklester.com
	  	E-mail: smccollam@wsgc.com

  

			
	Acknowledged and consented to by:
	
	BANK OF AMERICA, N.A.

  

			
	 By:
	 	 /s/ Lucia Walsh

		
	 Name:
	 	 Lucia Walsh

		
	 Title:
	 	 Vice President



 

 5. 








 EXHIBIT 1-A 

AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

WARRANTY BILL OF SALE 

KNOW ALL MEN BY THESE PRESENTS: 
 THAT WHL
Management LLC (“Seller”) is the owner of the full legal and beneficial title to that certain 2007 Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing manufacturer’s serial number 9261, currently registered as
N878HL, together with two (2) Rolls-Royce Deutschland BR700-710A2-20 engines installed thereon, bearing manufacturer’s serial numbers 12633 and 12634 and all other appliances, avionics, parts, additions, appurtenances, accessories,
instruments, components, systems, furnishings, and other items of equipment now installed thereon, and all flight manuals, log books and records required by the United States Federal Aviation Administration, relating to said aircraft, engines,
components and systems as further described in the Aircraft Delivery Receipt to be executed at acceptance by Williams-Sonoma, Inc. (“Purchaser”) (collectively, the “Aircraft”). 

THAT for and in consideration of the sum of $10.00 and other valuable consideration, Seller does on the date hereof grant, convey, transfer, bargain,
sell, deliver and set over, all of its right, title and interest in and to the Aircraft unto Purchaser. 
 THAT Seller hereby warrants to
Purchaser, its successors and assigns, that there is hereby conveyed to Purchaser good and marketable title to the Aircraft free and clear of any and all mortgages, claims, liens, charges, leases, rights of others, security interests or other
encumbrances of any kind, and that it will warrant and defend such title forever against all claims and demands whatsoever. 

THE AIRCRAFT IS BEING SOLD TO LESSEE BY LESSOR HEREUNDER “AS IS,” 

AND, EXCEPT AS SET FORTH IN THE WARRANTY BILL OF SALE, LESSOR SHALL 

NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, 

EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, 

OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, AS TO 

THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT 

DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, 

TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON 

STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR 

WORKMANSHIP OF THE AIRCRAFT OR ANY OTHER REPRESENTATION OR 

WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE 

AIRCRAFT. 

IN WITNESS WHEREOF, Seller has caused this instrument
to be executed by its duly authorized officer on this              day of
                    , 2011. 
  

 1-A-1 









	
	SELLER:
	
	 WHL MANAGEMENT LLC

a California limited liability company

	
	 By: ___________________________________________

	
	 Printed Name: __________________________________

	
	 Title: __________________________________________

	
	 Location of Delivery: Portland, Oregon

	
	 Date: _________________________________________

	
	 Time: _________________________________________

	
	 Airframe Hours: _________________________________

	
	
Engine Hours: Left                   
         Right                          




  

 1-A-2 









															
	STATE OF OREGON	  	 	  	)	 	  

CAPACITY CLAIMED BY SIGNER
 Though
statute does not require the Notary to fill
 in the data below, doing so may prove invaluable

to persons relying on the document.

	 	  		  	) ss.	 
	COUNTY OF               
                      	  		  	)	 
	 	 
	 On
            , 2011, before me,
                                        
                                         
                            ,

personally appeared
                                         
                                         
                      ,
	 	
 ̈  Individual

 ̈  Corporate Officer(s)

	     ̈	 	  
 personally
known to me
	 	                 
                                         
                    
	 	 	-or-	 	  ̈  Partner(s)
	 	
 ̈  Limited

 ̈  General

	     ̈	 	proved to me on the basis of satisfactory evidence	 	 
	 	 		 	to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.	 	  ̈  Attorney-in-Fact

 ̈  Trustee(s)

 ̈  Guardian/Conservator
	 	 
	 	 		 	 	
 ̈  Other:             
                                         
          
     ____________________________

	 	 		 		  		  	 	 	 
	 	 		 		  		  	Witness my hand and official seal.	 	 SIGNER IS REPRESENTING:

Name of person(s) or entity(ies)

	 					 	 
	 	 		 		  		  		  	 	 	 WHL Management LLC

                         
                                         
            

	 	 		 		  		  	                    
                                         
                              	 	 
	 	 	 	 	 	  	 	  	 Signature of the Notary

 
	 	 	 	 
	  

This certificate must be attached to the document

described at right:
	  	  

Title or Type of Document: Warranty Bill of Sale
  

Number of Pages: 3 Date of Document:
                                         
               

	 	  	 	  	  
 Signer(s)
other than named above: N/A
  
	 	 	 	 

  

 1-A-3 








 Exhibit 1-B 

AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

ASSIGNMENT OF WARRANTIES 

KNOW ALL MEN BY THESE PRESENTS: 
 In accordance
with the terms and conditions of the Option set forth in the Aircraft Lease Agreement between WHL Management LLC (“Seller”) and Williams-Sonoma (“Purchaser”) dated May 16, 2008, as amended, regarding that certain 2007
Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing manufacturer’s serial number 9261, currently registered as N878HL, together with two (2) Rolls-Royce Deutschland BR700-710A2-20 engines installed thereon, bearing
manufacturer’s serial numbers 12633 and 12634 and all other appliances, avionics, parts, additions, appurtenances, accessories, instruments, components, systems, furnishings, and other items of equipment now installed thereon, and all flight
manuals, log books and records required by the United States Federal Aviation Administration, relating to said aircraft, engines, components and systems as further described in the Aircraft Delivery Receipt to be executed at acceptance by Purchaser
(collectively, the “Aircraft”): 
 Seller hereby assigns to Purchaser, to the extent assignable, such rights as Seller may have under
(a) any warranty (express or implied) with respect to the Aircraft and (b) any service policies or product agreements with respect to the Aircraft, in each case to the extent the same exist in favor of Seller and are capable of being
assigned by or otherwise available to Purchaser (collectively, the “Assigned Rights”). 
 Seller hereby acknowledges Purchaser’s
right to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft to the extent assigned (and assignable) to Purchaser by Seller hereunder. 

IN WITNESS WHEREOF, Seller has caused this instrument
to be executed by its duly authorized representative on                  , 2011. 

 

	
	SELLER:
	
	 WHL MANAGEMENT LLC

a California limited liability company

	
	
By:                       
                                         
                                

	
	 Printed
Name:                                        
                                  

	
	
Title:                       
                                         
                            




 

 1-B-1 








 EXHIBIT 1-C 

AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

RECEIPT FOR FUNDS 

The undersigned hereby acknowledges receipt of the sum of $32,000,000 for payment of 

that certain 2007 Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing 

manufacturer’s serial number 9261, currently registered as N878HL, together with two (2) Rolls- 

Royce Deutschland BR700-710A2-20 engines installed thereon, bearing manufacturer’s serial 

numbers 12633 and 12634 and all other appliances, avionics, parts, additions, appurtenances, 

accessories, instruments, components, systems, furnishings, and other items of equipment now 

installed thereon, and all flight manuals, log books and records required by the United States 

Federal Aviation Administration, relating to said aircraft, engines, components and systems as 

further described in the Aircraft Delivery Receipt to be executed at acceptance by Purchaser 

(collectively, the “Aircraft”) 

IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed by its 
 duly authorized representative on
                 , 2011. 
  

	
	WHL MANAGEMENT LLC
	 A California limited liability company

	
	
By:                       
                                         
                                

	
	 Printed
Name:                                        
                                   

	
	
Title:                       
                                         
                            




 

 1-C-1 








 AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

EXHIBIT 1-D 

STATEMENTS OF EXEMPTION PURSUANT 

TO SECTIONS 6247 AND 6248 OF THE CALIFORNIA SALES AND USE TAX LAW 

 

											
	I hereby certify, under penalty of perjury under the laws of the State of California, that I delivered a
	2007	  	Bombardier BD-700-1A11	  	9261         	 	to	 	 Williams-Sonoma, Inc.
	  	at
	(Year)	  	(Make)     (Model)	  	(Serial No.)	 		 	(Name of Buyer)	  	

  

													
	 Portland, Oregon
	 	on	 	 	 	on behalf of	 	 WHL Management LLC
	  	.	  	 
	 (Out of State Location)
	 		 	(Date of Delivery)	 		 	(Name of Seller)	  		  	

  

									
	Signed	  	 	  	 	  	 	  	 
		  	(Signature of Person Making Delivery)	  	(Date)	  		  	

  

					
	Capacity	 	 	  	 
		 	(Salesman - Agent - Employee - Partner)	  	

  

	
	= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = = = = = = = = =
	

 I hereby certify, under penalty of perjury under the laws of the State of California, that I took delivery of a

  

									
	2007	  	Bombardier	  	BD-700-1A11	  	9261	  	 
	 (Year)
	  	(Make)	  	(Model)	  	(Serial No.)	  	

  

													
	on	 	        , 2011	 	at	 	Portland, Oregon	 	    from	 	    WHL Management LLC	 	 
		 	(Date)	 		 	(Out of State Location - City and State)	 	 (Name of Person Delivering Aircraft)
	 	

 CHECK ONE OF THE FOLLOWING: 
  

	 ̈	Non-Resident: I further certify that the buyer does not have a residence in California where it resides permanently,
personally or recurrently and that this aircraft was purchased for use outside the State of California. 

  

	x	California Resident: I further certify that the buyer has a residence in California where it resides permanently, personally or
recurrently and that this aircraft was purchased for use in Interstate or Foreign Commerce pursuant to the provisions of California Sales and Use Tax Regulation §1620(b)(5)(C)3 summarized below. 


I understand that the aircraft delivery must occur outside of California. One business trip must occur outside of California before
initial entry into the state. Subsequent to California entry and for the next six months, 50% or more of the flight time must be for interstate or foreign commerce purposes. If these requirements are not met, and if determined that use tax is due,
the buyer will pay it directly to the California State Board of Equalization. 
  

									
	Signed	  	  	  	  	  	        , 2011	  	 
		  	(Purchaser or Agent)	  	(Title)	  	(Date)	  	


	
	  
 = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =


 On this
     day of             , 2011, before me
                                , a Notary Public in and for the county of
                    , State of Oregon, duly commissioned and sworn, personally appeared before me, both
                                 and
                                , known to me
OR proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entities upon behalf of which the persons acted, executed the instrument. 
  

 1-D-1 









			
	             WITNESS my hand and official seal.
	  	 
		  	(Signature of Notary
Public)                    








 AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT 

EXHIBIT 1-E 

AIRCRAFT DELIVERY RECEIPT 

WILLIAMS-SONOMA, INC. (“Purchaser”) hereby accepts and acknowledges receipt from WHL MANAGEMENT LLC (“Seller”) in
accordance with the terms and conditions of the Option set forth in the Aircraft Lease Agreement between Lessee and Lessor dated May 16, 2008, as amended (the “Agreement”), of that certain 2007 Bombardier Inc. Model BD-700-1A11
“GLOBAL 5000” aircraft, U.S. registration number N878HL, and bearing manufacturer’s serial number 9261, including its ROLLS-ROYCE DEUTSCHLAND
BR710A2-20 engines, serial numbers 12633 and 12634, and all other appliances, avionics, parts, additions, appurtenances, accessories, instruments, components, systems, furnishings, and other items of equipment now installed
thereon, and all flight manuals, log books and records required by the United States Federal Aviation Administration (“FAA”) relating to said aircraft, engines, components and systems, including the equipment and accessories set
forth in Schedule 1 attached hereto (collectively, the “Aircraft”). Purchaser has determined that the Aircraft has the following hours: 
  

	
	 Airframe:
                        

	 Engine S/N 12633:
                            

	 Engine S/N 12634:
                            



IN WITNESS WHEREOF, this instrument has been duly signed by the undersigned authorized party, and the Aircraft accepted at
                            Airport, in
            , on             , 2011, at     a.m./p.m. local time. 

 

	
	PURCHASER:
	
	 WILLIAMS-SONOMA, INC.
 a
California corporation

	
	
By:                       
                                         
                                

	 Print
Name:                                        
                                       


	
Its:                       
                                         
                                 




 

	
	SELLER:
	
	 WHL MANAGEMENT LLC
 a
California limited liability company

	
	By:                             
                                         
                    
	Print
Name:                                        
                                  
	Its:                             
                                         
                     

  

 1-E-1 









															
	STATE OF OREGON	  	 	  	)	 	  

CAPACITY CLAIMED BY SIGNER
 Though
statute does not require the Notary to fill
 in the data below, doing so may prove invaluable

to persons relying on the document.

	 	  		  	) ss.	 
	COUNTY OF               
                  	  		  	)	 
	 	 
	 On
            , 2011, before me,
                                         
                                         
                                  ,

personally appeared
                                         
               ,
	 	
 ̈ Individual

 ̈ Corporate Officer(s)

	     ̈	 	  
 personally
known to me
	 	                 
                                         
                    
	 	 	-or-	 	  ̈ Partner(s)
	 	  ̈ Limited

  ̈ General

	     ̈	 	proved to me on the basis of satisfactory evidence	 	 
	 	 		 	 to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

	 	  ̈ Attorney-in-Fact

 ̈ Trustee(s)

 ̈ Guardian/Conservator
	 	 
	 	 		 	 	
 ̈ Other:              
                                         
          
     ____________________________

	 	 		 		  		  	 	 	 
	 	 		 		  		  	Witness my hand and official seal.	 	 SIGNER IS REPRESENTING:

Name of person(s) or entity(ies)

	 					 	 
	 	 		 		  		  		  	 	 	 Williams-Sonoma, Inc.

                         
                                         
            

	 	 		 		  		  	                    
                                         
                       	 	 
	 	 	 	 	 	  	 	  	 Signature of the Notary

 
	 	 	 	 
	This certificate must be attached to the document described at right:	  	 Title or Type of Document: Aircraft Delivery Receipt

 
 Number of Pages: 1 Date of Document:
                    

	 	  	 	  	  

Signer(s) other than named above: Representative of WHL Management LLC

 


  
  

															
	STATE OF OREGON	  	 	  	)	 	  

CAPACITY CLAIMED BY SIGNER
 Though
statute does not require the Notary to fill
 in the data below, doing so may prove invaluable

to persons relying on the document.

	 	  		  	) ss.	 
	COUNTY OF               
                  	  		  	)	 
	 	 
	 On
            , 2011, before me,
                                         
                                         
                                  ,

personally appeared
                                         
               ,
	 	
 ̈ Individual

 ̈ Corporate Officer(s)

	     ̈	 	  
 personally
known to me
	 	                 
                                         
                    
	 	 	-or-	 	  ̈ Partner(s)
	 	  ̈ Limited

  ̈ General

	     ̈	 	proved to me on the basis of satisfactory evidence	 	 
	 	 		 	 to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

	 	  ̈ Attorney-in-Fact

 ̈ Trustee(s)

 ̈ Guardian/Conservator
	 	 
	 	 		 	 	
 ̈ Other:              
                                         
          
     ___________________________

	 	 		 		  		  	 	 	 
	 	 		 		  		  	Witness my hand and official seal.	 	 SIGNER IS REPRESENTING:

Name of person(s) or entity(ies)

	 					 	 
	 	 		 		  		  		  	 	 	 WHL Management LLC

                         
                                         
            

	 	 		 		  		  	                    
                                         
                       	 	 
	 	 	 	 	 	  	 	  	 Signature of the Notary

 
	 	 	 	 
	This certificate must be attached to the document described at right:	  	 Title or Type of Document: Aircraft Delivery Receipt

 
 Number of Pages: 1 Date of Document:
                    

	 	  	 	  	  

Signer(s) other than named above: Representative of Williams-Sonoma, Inc.

 









 SCHEDULE 1 TO AIRCRAFT
DELIVERY RECEIPT 
 AVIONICS AND EQUIPMENT 

 

	
	Lightning Sensor System (Honeywell)
	LH Entrance Jeppesen Manual (10max) Storage Drawer
	Noise Cancelling Headphones for Crew
	Wireless LAN
	 Standby Analog Telephone Jack and Loose Equipment

Handset (in Cockpit)

	Additional Wired Handset, without Cradle
	18.1 Inch LCD Pop Up Monitor in Credenza
	- 24 Inch Bulkhead Monitors. Quantity 2
	10.4 Inch Touchsecreen Monitor. Quantity 1
	- 3 in arm monitors
	Additional Galley Outlet (115v-60Hz)
	Utility Outlets For Cockpit (115VAC - 60Hz)
	Additional TRU & PDEs #5 and 6
	Service Lights Timer Cabin Power Override System
	Sunshield (Cockpit)
	Side Console Pouches in cockpit (connectors delta)
	Floor Mat Heaters (Entrance Area)
	Flight Compartment Printer
	Recliner Type Legrest, Single Seat (qty 6)
	Flexible Reading Light, Single Seat (qty 6)
	Flexible Reading Light, Double Seat (qty 2)
	Plug-in Headrest with Flexwings (qty 10)
	Single Seat Wide replacing Single Narrow Seat (qty 2)
	Three Place Divan
	Espresso Coffee Maker, Manual Fill
	Addition Fwd Cabin Windows (in Fwd Lavatory)
	Enviroclean System for Vacuum Toilet
	Electronic Flight Bag
	Logo Lights (Exterior)
	Enhanced Vision System
	Third FMS
	Flight Crew Quick Donning Oxygen Masks-Puritan Bennett
	Airshow: World Map Package
	Airshow: Day-Night Map with Times Zone
	Airshow: Static Logo
	Airshow: Video Briefing English and Non English
	Airshow: World Explorer
	Winglet Viewing Mirrors (Cockpit)
	Main Entry Door, Aft Handrail Extension
	Main Entry Door, Additional Airstair Storage
	 Mid Cabin Bulkhead C/W Manual Sliding Frangible Door and

EICAS Annunciation Half Bulkhead RHS

	Provisions for Electrical Outlet in LH Galley Annex
	Aft Lavatory Large 50.5 inch (EVAC vacuum toilet)


TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL AVIONICS,
ONBOARD EQUIPMENT, LOOSE EQUIPMENT, MANUALS, DOCUMENTATION AND TECHNICAL PUBLICATIONS, NOW OWNED OR HEREAFTER ACQUIRED, AND ALL RECORDS AND LOGBOOKS (IN WRITTEN FORM OR AS COMPUTER DATA, DISCS OR TAPES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR
CREATED, AND WHETHER IN THE POSSESSION OF CUSTOMER OR HELD ON BEHALF OF CUSTOMER BY OTHERS). 
  

 Schedule 1