Eighth Amendment to Letter of Credit Agreement between Bank of America, N.A. and Williams-Sonoma, Inc.

Summary

This amendment, dated May 26, 2000, updates the Letter of Credit Agreement between Bank of America and Williams-Sonoma, Inc. The main change is extending the agreement's expiration date to August 1, 2000. The amendment confirms that all other terms remain unchanged and requires a Guarantor Acknowledgment and Consent before it becomes effective. Both parties reaffirm their previous commitments and representations under the original agreement.

EX-10.10X 2 0002.txt EIGHTH AMENDMENT TO LETTER OF CREDIT AGREEMENT 1 EXHIBIT 10.10X EIGHTH AMENDMENT TO LETTER OF CREDIT AGREEMENT This Amendment dated as of May 26, 2000, is between Bank of America, N.A., formerly known as Bank of America National Trust and Savings Association (the "Bank") and Williams-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 definition of "Expiration Date" in the Agreement is amended as follows: "Expiration Date" means August 1, 2000. 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, 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, N.A. WILLIAMS-SONOMA, INC. By: By: JOHN W. TATE ---------------------- ------------------------ Ginger Trimble John W. Tate Senior Vice President Chief Financial Officer