exv10w2



 





Exhibit 10.2




FIRST ADDENDUM TO LEASE




          This First Addendum to Lease (“Addendum”) is made effective as of the 27th
day of February 2004, by and between ROBERT PATTILLO PROPERTIES, INC., a
Georgia Corporation (“Landlord”), POTTERY BARN, INC., a California Corporation
(“Tenant”) and WILLIAMS-SONOMA, INC., a California corporation (“Guarantor”).



WITNESSETH:




          WHEREAS, Landlord and Tenant entered into that certain Standard Industrial
Lease Agreement dated December 1, 2003, for lease of property located at 11624
South Distribution Cove Olive Branch, MS (“Premises”) as more particularly
described in the Lease (said lease is referred to herein as the “Lease”); and



          WHEREAS, in conjunction with the execution and as part of the
consideration for Landlord entering into the Lease, Guarantor executed a
Guaranty (“Guaranty”); and



          WHEREAS, the parties desire to modify certain terms of the Lease.



          NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




	1.	 	Exhibit “C” to the Lease shall be deleted in its entirety and the
Exhibit “C” attached hereto and by this reference made a part hereof
shall be inserted in its place.
	 
	2.	 	Time is of the essence as to all obligations of Landlord, Tenant and
Guarantor hereunder. Landlord, Tenant and Guarantor hereby ratify and
confirm the Lease, as amended hereby. All terms not otherwise defined
herein shall have the meanings ascribed thereto in the Lease. This
Addendum may be executed in two (2) or more counterparts, each of which
shall be one and the same instrument and a duplicate original. Return
of an executed copy of this Addendum by facsimile transmission shall
bind the party so executing and returning such counterpart. Each party
represents to the other that the person executing this Addendum on its
behalf is authorized to do so by all required corporate, partnership or
limited liability company action, as appropriate.





          IN WITNESS WHEREOF, the parties have hereunto set their hands and seals,
effective the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ROBERT PATTILLO PROPERTIES, INC., a
	 	 	Georgia corporation
	 
	 	 	 	 	 	 
	/s/ Donna W. Schuster
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Witness

	 	 
	 	By:
	 	/s/ Clay W. Reese
	

	 	 	 	 	 	

	

	 	 	 	 	 	Its: Vice President
	

	 	 	 	 	 	 
	

	 	 	 	 	 	(CORP. SEAL)







 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	POTTERY BARN, INC., a Delaware Corporation
	/s/ Kathleen McCarthy
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	

	 	 
	 	By:
	 	/s/ Pat Connolly
	

	 	 	 	 	 	


	 
	 	 	 	 	 	 
	

	 	 	 	Its:
	 	President
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	(CORP. SEAL)






The undersigned executes this First Addendum to Lease for the purpose of
consenting to its terms and agreeing that its obligations under that certain
Guaranty dated December 1, 2003, shall continue to apply to the Lease, as
previously modified and as amended by this First Addendum.



	 	 	 	 	 
	 	Guarantor:



WILLIAMS-SONOMA, INC.

 	 
	 	By:  	/s/ Ed Mueller
 	 
	 	 	Printed	  Name:	 
	 	 	Its: CEO 	 




 









 






	 	 	 	 	 



EXHIBIT “C”




Allowed Hazardous Materials




Clorox,

Pine-Sol

Johnson Wax

30/40W oil, tube grease, machine oil, and gearbox oil



Merchandise:

citronella oil

matches (safety strike)

room spray (aerosol)

CO2 Cartridges