Second Amendment to the Reimbursement Agreement - JP Morgan Chase Bank, N.A.



 Exhibit 10.5 
 SECOND AMENDMENT 
 THIS SECOND AMENDMENT dated as of July 20, 2007 (this “Amendment”)
amends the Reimbursement Agreement dated as of September 8, 2006 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and JPMorgan Chase 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 references to
“$20,000,000” in Recital A and Section 2.1 of the Reimbursement Agreement are replaced with “$25,000,000”. 
 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 January 29,
2006 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; 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. 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 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 Operating and Chief Financial Officer

	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Sanjna Daphtary
	 Name: Sanjna Daphtary

	 Title: Underwriter










 EXHIBIT A 
 FORM OF CONFIRMATION 
 Dated as of July 20, 2007 
  

	To:	JPMorgan Chase Bank, N.A. 

 Please refer to (a) the
Reimbursement Agreement (as previously amended, the “Reimbursement Agreement”) dated as of September 8, 2006 between Williams-Sonoma, Inc. (the “Parent”) and JPMorgan Chase Bank, N.A. (the “Bank”), (b) the
Guaranty Agreement dated as of September 8, 2006 executed by the undersigned (the “Subsidiary Guaranty”) and (c) the Second Amendment dated as of the date hereof to the Reimbursement Agreement (the “Second Amendment”).

 Each of the undersigned hereby confirms to the Bank that, after giving effect to the Second 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.
 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, COO & CFO

	
	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, COO & CFO



  

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