0001193125-06-249399 Sample Contracts

REIMBURSEMENT AGREEMENT between WILLIAMS-SONOMA, INC. and U.S. BANK NATIONAL ASSOCIATION dated as of September 8, 2006
Reimbursement Agreement • December 8th, 2006 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores • New York

THIS REIMBURSEMENT AGREEMENT dated as of September 8, 2006 is between WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of California (the “Parent”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among WILLIAMS-SONOMA, INC., as the Borrower, BANK OF AMERICA, N.A., as administrative agent, L/C Issuer and Lender of Swingline Advances, the Lenders party hereto, THE BANK OF NEW YORK and WELLS FARGO...
Credit Agreement • December 8th, 2006 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores • California

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 4, 2006, is among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of California (the “Borrower”), each of the banks or other lending institutions which is (or which may from time to time become) a party hereto or any successor or assignee thereof pursuant to Section 15.7(b) (individually, a “Lender” and, collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in its capacity as administrative agent, together with its successors in such capacity, the “Agent”) and as L/C Issuer and lender of Swingline Advances.

SECOND AMENDMENT
Reimbursement Agreement • December 8th, 2006 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS SECOND AMENDMENT dated as of September 8, 2006 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, 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.

FIRST AMENDMENT
Reimbursement Agreement • December 8th, 2006 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS FIRST AMENDMENT dated as of October 25, 2006 (this “Amendment”) amends the Reimbursement Agreement dated as of September 8, 2006 (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.

FIRST AMENDMENT
Reimbursement Agreement • December 8th, 2006 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS FIRST AMENDMENT dated as of October 25, 2006 (this “Amendment”) amends the Reimbursement Agreement dated as of September 8, 2006 (the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and U.S. Bank National Association (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

THIRD AMENDMENT
Reimbursement Agreement • December 8th, 2006 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS THIRD AMENDMENT dated as of October 25, 2006 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and Bank of America, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

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