Fifth Amendment to the Reimbursement Agreement, Wells Fargo Bank



 Exhibit 10.2 
 FIFTH AMENDMENT 
 THIS FIFTH AMENDMENT dated as of
September 4, 2009 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and Wells
Fargo 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 Reimbursement Agreement is amended as follows: 
 (a)    The definition of “Maturity Date” is amended in its entirety to read as follows: 
 “Maturity Date” means September 3, 2010. 
 (b)    The definition of “Other Reimbursement Agreements” is amended by replacing the first reference therein to “means” with “means, at any time prior to the termination, maturity or expiration
thereof,”. 
 (c)    Section 5.2(d) is amended by replacing the reference to “February 3,
2008” with “February 1, 2009”. 
 (d)    Section 6.2 is amended by (i) replacing
the reference to “February 2, 2003, February 1, 2004, January 30, 2005, January 29, 2006, January 28, 2007 and February 3, 2008” with “February 2, 2003, February 1,
2004, January 30, 2005, January 29, 2006, January 28, 2007, February 3, 2008 and February 1, 2009” and (ii) replacing the reference to “February 3, 2008” in the third and fourth
sentence thereof with “February 1, 2009”. 
 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 February 1, 2009 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; 
 (d)    evidence that the Board of Directors of the Parent has authorized the execution and
delivery of this Amendment and the performance of the Reimbursement Agreement as amended hereby; and 
 (e)    such other documents as the Bank may reasonably request. 
 SECTION 4 Miscellaneous.

 4.1    Continuing Effectiveness, etc. As amended hereby, the Reimbursement Agreement shall remain
in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the Reimbursement Agreement and the other Transaction Documents to “Reimbursement Agreement” or
similar terms shall refer to the Reimbursement Agreement as amended hereby. 
 4.2    Counterparts.
This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same
Amendment. Delivery of a counterpart hereof, or an executed signature hereto, by facsimile or by e-mail (in pdf or similar format) shall be effective as delivery of a manually-executed counterpart hereof. 
 4.3    Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of
California applicable to contracts made and to be performed entirely within such state. 
 4.4    Successors and Assigns. This Amendment shall be binding upon the Parent and the Bank and their respective successors and assigns, and shall inure to the benefit of the Parent and the Bank and the successors
and assigns of the Bank. 







 Delivered as of the day and year first above written. 
  

			
	WILLIAMS-SONOMA, INC.
		
	By:	 	/s/ Sharon L. McCollam
	 Name: Sharon L. McCollam
 Title: Executive Vice President, Chief Operating
 and Chief Financial Officer



  
  

			
	WELLS FARGO BANK, N.A.
		
	By:	 	/s/ Meggie Chichioco
	 Name: Meggie Chichioco
 Title: Senior Vice President



  
  
  
  









 EXHIBIT A 
 FORM OF CONFIRMATION 
 Dated as of September 4, 2009 
 To:   Wells Fargo Bank, N.A. 
 Please refer to (a) the Reimbursement Agreement (as amended prior to the date hereof, the “Reimbursement Agreement”) dated as of July 1, 2005 between Williams-Sonoma, Inc. (the “Parent”) and Wells Fargo Bank,
N.A. (the “Bank”), (b) the Guaranty Agreement dated as of July 1, 2005 executed by the undersigned (the “Subsidiary Guaranty”) and (c) the Fifth Amendment dated as of the date hereof to the Reimbursement Agreement
(the “Fifth Amendment”). 
 Each of the undersigned hereby confirms to the Bank that, after giving effect to the Fifth
Amendment and the transactions contemplated thereby, the Subsidiary Guaranty continues in full force and effect and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned 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. 
  

					
	 WILLIAMS-SONOMA STORES, INC.
 WILLIAMS-SONOMA DIRECT, INC.
 WILLIAMS-SONOMA RETAIL SERVICES, INC.
 WILLIAMS-SONOMA DTC, INC.
 WILLIAMS-SONOMA GIFT
MANAGEMENT, INC.

			
	  
 By:
	 	 	 	 
	Name: Sharon L. McCollam
	 Title: Executive Vice President, Chief Operating and
 Chief Financial Officer

	
	  
 WILLIAMS-SONOMA STORES,
LLC

	
	By: WILLIAMS-SONOMA STORES, INC.
	Its: Sole Member
			
		 	  
 By:
	 	 
		 	Name: Sharon L. McCollam
		 	 Title: Executive Vice President, Chief Operating and
 Chief Financial Officer