**
**Exhibit 10.27**

**FIRST AMENDMENT TO CREDIT AGREEMENT**

This First Amendment to Credit Agreement (this “Amendment”) dated as of May 31, 2019 is entered into among: 

**RESTORATION HARDWARE, INC.**, a Delaware corporation, as the Lead Borrower; 

the **OTHER BORROWERS** party hereto; 

the **GUARANTORS** party hereto; 

the **LENDERS** party hereto, and 

**BSP AGENCY, LLC**, as Administrative Agent and Collateral Agent; 

in consideration of the mutual covenants herein contained and benefits to be derived herefrom. 

**WITNESSETH:**

WHEREAS,reference is made to that certain Credit Agreement dated as of April 9, 2019 (as heretofore or hereafter amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by, amongothers, the Lead Borrower, the other Borrowers party thereto, the Guarantors, the Lenders party thereto, and the Agent; and 

WHEREAS, theparties to the Credit Agreement desire to modify certain other provisions of the Credit Agreement as provided herein. 

NOW, THEREFORE, inconsideration of the mutual agreements herein contained and benefits to be derived herefrom, the parties hereto agree as follows: 

 
1.
**Definitions**. Capitalized terms used herein and not otherwise defined herein shall have themeanings assigned to such terms in the Credit Agreement. 

 
2.
**Representations and Warranties**. Each Loan Party hereby represents and warrants to the Agents andthe Lenders that (a) all representations and warranties of the Loan Parties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on and as of the date hereof, except (i) to the extentthat such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they are true andcorrect in all respects, and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Amendment. 

 
3.
**Ratification of Loan Documents**. The Credit Agreement, as hereby amended, and all other LoanDocuments, are hereby ratified and re-affirmed in all respects and shall continue in full force and effect. 
**

4.
**Amendment to Credit Agreement**. Effective as of April 10, 2019, Section 6.01(c) of theCredit Agreement is hereby amended and restated in its entirety as follows: 

“(c) as soon as available, but in anyevent within 30 days after the end of each of the Fiscal Months of each Fiscal Year of the Lead Borrower (except the last Fiscal Month of each of the first three Fiscal Quarters of each Fiscal Year), a consolidated balance sheet of Holdings and itsRelevant Subsidiaries as at the end of such Fiscal Month, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Lead Borrower’s Fiscal Yearthen ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and(C) the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cashflows of Holdings and its Relevant Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes (provided that, notwithstanding the foregoing, withrespect to each of the Fiscal Months ending February 2019 and March 2019, the Loan Parties shall deliver such Fiscal Month-end unaudited financial statements (and other information required by this Section 6.01(c)) to the Agent on or prior toJune 19, 2019);” 

 
5.
**Conditions to Effectiveness**. This Amendment shall not be effective until each of the followingconditions precedent has been fulfilled to the satisfaction of the Agent: 

 
 a.
This Amendment shall have been duly executed and delivered by the Borrowers, the other Loan Parties, and theRequired Lenders party hereto. 

 
 b.
The Agent shall have received a copy of a Fourth Amendment to Eleventh Amended and Restated Credit Agreementwith respect to the First Lien Loan Agreement (as defined below) in form and substance satisfactory to the Agent, duly executed by the Borrowers, Guarantors, First Lien Lenders (as defined below, as applicable) and Bank of America, N.A., asadministrative agent and collateral agent (the “First Lien Agent”) under that certain Eleventh Amended and Restated Credit Agreement, dated as of June 28, 2017 (as heretofore amended, restated, supplemented or otherwisemodified and in effect from time to time, the “First Lien Loan Agreement”) by and among the Borrowers, Guarantors, First Lien Agent and the lenders party thereto (the “First Lien Lenders”). 

 
 c.
All action on the part of the Borrowers and the other Loan Parties necessary for the valid execution, deliveryand performance by the Borrowers and the other Loan Parties of this Amendment and the other Loan Documents shall have been duly and effectively taken. 

 
 d.
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

**6.**
**Binding Effect**. The terms and provisions hereof shall be binding upon and inure to the benefit ofthe parties hereto and their heirs, representatives, successors and assigns. 

 
7.
**Miscellaneous**. 

 
 a.
The parties acknowledge and agree that (i) this Amendment shall be retroactive to April 10, 2019, and(ii) the effect of this Amendment shall be to cure and waive any default or event of default occurring on or after April 10, 2019 and prior to the effectiveness of this Amendment related directly or indirectly to the Loan Parties providingmonthly financial statements or other information to lenders under Section 6.01(c) of the Credit Agreement or otherwise for the Fiscal Months ending February 2019 and March 2019. 

 
 b.
The Borrowers shall reimburse the Agent and the Lenders for all reasonable out-of-pocket costs and expenses,including, reasonable attorneys’ fees of one primary counsel and necessary local counsel, in connection with or relating to this Amendment, such reimbursement to be made promptly following the issuance to the Borrowers of an invoice withrespect to such costs and expenses. 

 
 c.
Except as modified hereby, all terms and conditions of the Credit Agreement and the other Loan Documents remainin full force and effect. Without limiting the foregoing, the Loan Parties hereby acknowledge, confirm and agree that the Security Documents and any and all Collateral pledged pursuant thereto to the Agent, for the benefit of the Credit Parties,shall continue to secure all applicable Obligations at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been modified pursuant to this Amendment. 

 
 d.
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts),each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subject matter of this Amendment and supersedes anyand all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, pdf or other electronic transmission shall be as effectiveas delivery of a manually executed counterpart of this Amendment. 

 
 e.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW] 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of thedate first above written. 

 
**BORROWERS:**
RESTORATION HARDWARE, INC., as Lead

Borrower
By:      /s/ Jack PrestonName: Jack PrestonTitle: Chief Financial Officer, Treasurer andSecretary**GUARANTORS:**RH US, LLC, as a GuarantorBy:      /s/ Jack PrestonName: Jack PrestonTitle: Chief Financial Officer, Treasurer andSecretary
WATERWORKS OPERATING CO., LLC, as a

Guarantor
By:      /s/ Jack PrestonName: Jack PrestonTitle: Treasurer and SecretaryWATERWORKS IP CO., LLC, as a GuarantorBy:      /s/ Jack PrestonName: Jack PrestonTitle: Treasurer and SecretaryRH YOUNTVILLE, INC., as a GuarantorBy:      /s/ Edward T. LeeName: Edward T. LeeTitle: SecretaryRHM, LLC, as a GuarantorBy:      /s/ Jack PrestonName: Jack PrestonTitle: Chief Financial Officer, Treasurer andSecretary
 

 
[*Signature Page toFirst Amendment to Credit Agreement*] 

 

**AGENT:**
BSP AGENCY, LLC, as Agent

By:Benefit Street Partners L.L.C., its sole Member
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
 

 
[*Signature Page toFirst Amendment to Credit Agreement*] 

 

**LENDERS:**
BENEFIT STREET PARTNERS DEBT FUND IV LP, as Lender

 

By: Benefit Street Partners Debt Fund IV GP LP, its general partner

 

By: Benefit Street Partners Debt Fund IV Ultimate GP Ltd., its general partner
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
BENEFIT STREET PARTNERS SENIOR SECURED OPPORTUNITIES FUND L.P., as Lender

 

By: BSP Senior Secured Opportunities Fund GP LP,  its generalpartner
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
BSP SENIOR SECURED DEBT FUND SPV-1 L.P., as Lender

 

By: Benefit Street Partners L.L.C., its collateral manager
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
OPPORTUNITY FUND II SPV-1 L.P., as Lender

 

By: Benefit Street Partners L.L.C., its collateral manager
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
 

 
[*Signature Page toFirst Amendment to Credit Agreement*] 

 

BENEFIT STREET PARTNERS SMA-C II SPV L.P., as Lender

 

By: Benefit Street Partners L.L.C., its portfolio manager
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized SignatoryBUSINESS DEVELOPMENT CORPORATION OF AMERICA, as LenderBy:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
BENEFIT STREET PARTNERS SMA LM LP, as Lender

 

By: Benefit Street Partners SMA LM GP L.P., its general partner

 

By: Benefit Street Partners SMA LM Ultimate GP LLC, its general partner
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
BENEFIT STREET PARTNERS SMA-K SPV, as Lender

 

By: Benefit Street Partners L.L.C., its collateral manager
By:      /s/ Ira WisheName: Ira WisheTitle: Authorized Signatory
 

 
[*Signature Page toFirst Amendment to Credit Agreement*] 

 

APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P., as Lender

 

By: Apollo Tactical Value SPN Management, LLC, its investment manager
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
APOLLO CENTRE STREET PARTNERSHIP, L.P., as Lender

 

By: Apollo Centre Street Management, LLC, its investment manager
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
APOLLO MOULTRIE CREDIT FUND, L.P., as Lender

 

By: Apollo Moultrie Credit Fund Management, LLC, its investment manager

 
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
APOLLO ACCORD MASTER FUND IT, L.P., as Lender

 

By: Apollo Accord Management II, LLC, its investment manager
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
 

 
[*Signature Page toFirst Amendment to Credit Agreement*] 

 

APOLLO TR OPPORTUNISTIC LTD., as Lender

 

By: Apollo Total Return Management LLC and Apollo Total Return Enhanced Management LLC, its investment managers
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
APOLLO LINCOLN FIXED INCOME FUND, L.P., as Lender

 

By: Apollo Lincoln Fixed Income Management, LLC, its investment manager
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
APOLLO ATLAS MASTER FUND, LLC, as Lender

 

By: Apollo Atlas Management, LLC, its investment manager
By:      /s/ Joseph D. GlattName: Joseph D. GlattTitle: Vice President
 

 
[*Signature Page toFirst Amendment to Credit Agreement*]