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EXHIBIT 10.3
SIXTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
This Amendment dated as of October 29, 1999 is between Bank of America,
N.A., formerly known as 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. Paragraph 2A.1, which was added to the Agreement by the
Fifth Amendment, is amended by changing the Revolver Expiration Date to
December 1, 1999.
3. Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that the representations and
warrants 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 Agreement.
4. Conditions. This Amendment will be effective when the Bank receives the
following items, in form and content acceptable to the Bank: 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.
This Amendment is executed as of the date first stated above.
BANK OF AMERICA, X.X. XXXXXXXX-SONOMA, INC.
By /s/ XXXXX XXXXXX By /s/ XXXXX X. X. XXXXXXX
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Xxxxx Xxxxxx
Senior Vice President Title V P Finance
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By /s/ XXXX XXXX
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Title CFO
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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 Sixth 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 October 29, 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
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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