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EXHIBIT 10.1
FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
This Amendment dated as of May 26, 1999 is between Bank of America
National Trust and Savings Association (the "Bank") and Xxxxxxxx-Sonoma, Inc.
(the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Letter of Credit
Agreement dated as of June 1, 1997 (as previously amended, the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended as follows:
2.1 The definition of "Expiration Date" is amended to read as
follows:
"Expiration Date" means May 31, 2000.
2.2 In Paragraph 2.2 of the Agreement, the amount "Sixty Five
Million Dollars ($65,000,000)" is substituted for the amount "Fifty Million
Dollars ($50,000,000)."
3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that the
representations and warranties in Article 5 of the Agreement, as applied to the
Agreement as amended hereby, are true and correct as of the date of this
Amendment as if made on the date of this Amendment.
4. Conditions. This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank.
(a) Evidence that the execution, delivery, and performance by
the Borrower of this Amendment and any instrument or agreement
required under this Amendment have been duly authorized;
(b) A Guarantor Acknowledgment and Consent in the form attached
hereto.
5. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
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This Amendment is executed as of the date first stated above.
BANK OF AMERICA NATIONAL XXXXXXXX-SONOMA, INC.
TRUST AND SAVINGS ASSOCIATION
By /s/ XXXXX XXXXXX By XXXXX X. X. XXXXXXX
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Xxxxx Xxxxxx
Vice President Title VP Finance
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By XXXXXX X. XXXXXXXXX
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Title Executive VP - CAO
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GUARANTOR ACKNOWLEDGMENT
AND CONSENT
The undersigned, each a guarantor with respect to the Borrower's obligations to
the Bank under the Agreement, each hereby (i) acknowledge and consent to the
execution, delivery and performance by the Borrower of the foregoing Fourth
Amendment to Letter of Credit Agreement, and (ii) reaffirm and agree that the
guaranty to which the undersigned is party is in full force and effect, and
guaranties all of the obligations of the Borrower under the Agreement, as
amended.
Dated as of May 26, 1999 XXXXXXXX-SONOMA STORES, INC.
By /s/ XXXXX X. X. XXXXXXX
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Xxxxx X. X. Xxxxxxx
Assistant Secretary
HOLD EVERYTHING, INC.
By /s/ XXXXX X. X. XXXXXXX
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Xxxxx X. X. Xxxxxxx
Assistant Secretary
XXXXXXXX CATALOG
COMPANY, INC.
By /s/ XXXXX X. X. XXXXXXX
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Xxxxx X. X. Xxxxxxx
Assistant Secretary
GARDENER'S EDEN, INC.
By /s/ XXXXX X. X. XXXXXXX
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Xxxxx X. X. Xxxxxxx
Assistant Secretary
POTTERY BARN EAST, INC.
By /s/ XXXXX X. X. XXXXXXX
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Xxxxx X. X. Xxxxxxx
Assistant Secretary
XXXXXXXX-SONOMA STORES, LLC
By Xxxxxxxx-Sonoma, Inc., its sole
member
By /s/ XXXXX X. X. XXXXXXX
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Xxxxx X. X. Xxxxxxx, Its President
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