Amendment No. 1 to Reimbursement Agreement- The Bank of New York



 EXHIBIT 10.2 
  
 FIRST AMENDMENT 
  
 THIS FIRST AMENDMENT dated as of September 9, 2005 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (the
“Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and The Bank of New York (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 Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3, the definition of “Maturity
Date” is amended in its entirety to read as follows: 
  
 “Maturity Date” means September 9, 2006. 
  
 SECTION 2 Representations and Warranties. The Parent represents and warrants to the Bank that, after giving effect to the effectiveness hereof: 
  
 (a) each 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 warranty relates specifically to another date (in which case it was true and
correct in all material respects as of such other date); 
  
 (b)
no Default exists; and 
  
 (c) there has not occurred a material
adverse change since January 30, 2005 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 amendment 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; and 
  
 (d) 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. 
  
 4.3 Governing Law. This
Amendment shall be a contract made under and governed by the laws of the State of New York 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. 
  

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 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 Financial Officer

	
	 THE BANK OF NEW YORK

	
	By: /s/ Randolph E.J. Medrano
	 Name: Randolph E.J. Medrano

	 Title: Vice President












 EXHIBIT A 
 FORM OF CONFIRMATION 
  
 Dated as
of September 9, 2005 
  

	To:	The Bank of New York 

  
 Please refer to (a) the Reimbursement Agreement (the “Reimbursement Agreement”) dated as of July 1, 2005 between Williams-Sonoma, Inc.
(the “Parent”) and The Bank of New York (the “Bank”), (b) the Guaranty Agreement dated as of July 1, 2005 executed by the undersigned (the “Subsidiary Guaranty”) and (c) the First Amendment dated as of
the date hereof to the Reimbursement Agreement (the “First Amendment”). 
  
 Each of the undersigned hereby confirms to the Bank that, after giving effect to the First 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.
 POTTERY BARN, INC.
 POTTERY BARN KIDS, INC.
 POTTERY BARN TEEN, INC.
 WILLIAMS-SONOMA HOME, INC.
 HOLD EVERYTHING, INC.
 WILLIAMS-SONOMA PUBLISHING, INC.
 WEST ELM, INC.
 WILLIAMS-SONOMA GIFT MANAGEMENT, INC.

		
	 By:
	 	 /s/ Sharon L. McCollam

	 Name:
	 	 Sharon L. McCollam

	 Title:
	 	 Executive Vice President, Chief Financial Officer

	
	 WILLIAMS-SONOMA STORES, LLC

	
	 By: WILLIAMS-SONOMA STORES, INC.

	 Its:
	 	 Sole Member

		
	 By:
	 	 /s/ Sharon L. McCollam

	 Name:
	 	 Sharon L. McCollam

	 Title:
	 	 Executive Vice President, Chief Financial Officer



  

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