Agreement Regarding Intercreditor Agreement Among Firstar Bank NA, Union Bank of California, National City Bank, and Bank of America

Summary

This agreement adds Firstar Bank NA, Union Bank of California, and National City Bank as parties to an existing Intercreditor Agreement with Bank of America and other noteholders, relating to loans made to Williams-Sonoma, Inc. The new banks agree to be bound by the terms of the Intercreditor Agreement, which governs the sharing of payments and rights among creditors. The agreement ensures that all lenders are treated equally regarding guarantees and payments under a $200 million revolving credit facility for Williams-Sonoma, Inc.

EX-10.48 6 f71839ex10-48.txt AGREEMENT RE: INTERCREDITOR AGREEMENT 1 EXHIBIT 10.48 AGREEMENT RE: INTERCREDITOR AGREEMENT Reference is hereby made to that certain Intercreditor Agreement dated August 1, 1995 (the "Intercreditor Agreement"), by and among Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as "Lender", and each of Teachers Insurance and Annuity Association of America, Transamerica Life Insurance & Annuity Company, Transamerica Occidental Life Insurance Company, and New England Mutual Life Insurance Company collectively as "Noteholders". Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Intercreditor Agreement. The Intercreditor Agreement was executed in connection with extensions of credit by the Noteholders and the Lender to Williams-Sonoma, Inc., a California corporation (the "Company"), and provides, among other things, for the pro rata sharing of certain payments under guaranties provided by the subsidiaries of the Company for the Company's indebtedness to the Noteholders, the Lender and other lenders. The undersigned, Firstar Bank NA ("Firstar") proposes to enter into an Amended and Restated Credit Agreement dated as of August 23, 2000 (the "Credit Agreement"), with the Company pursuant to which various lenders, including Firstar, will provide the Company with a revolving credit facility of up to $200,000,000, which Credit Agreement will be guaranteed by the Company's subsidiaries (said guaranties being hereafter referred to individually as a "Syndicated Credit Agreement Subsidiary Guaranty", and collectively as the "Syndicated Credit Agreement Subsidiary Guaranties"). Firstar hereby acknowledges that it has received a copy of the Intercreditor Agreement, has reviewed same and is familiar with all of the terms and provisions thereof. By execution hereof, Firstar hereby agrees (i) to be bound by all of the terms and provisions of the Intercreditor Agreement with respect to payments under any Syndicated Credit Agreement Subsidiary Guaranty, (ii) that each Syndicated Credit Agreement Subsidiary Guaranty shall constitute a "Subsidiary Guaranty" under and as defined in the Intercreditor Agreement, (iii) that all principal of, premium, if any, and interest on, the loans made under and pursuant to the Credit Agreement and any other obligations of the Company under the Credit Agreement which are guaranteed by the Syndicated Credit Agreement Subsidiary Guaranties shall be "Subject Obligations" under and as defined in the Intercreditor Agreement, (iv) that the Credit Agreement shall be a "Bank Credit Agreement" under and as defined in the Intercreditor Agreement, (v) that loans made under the Credit Agreement shall be "Loans" under and as defined in the Intercreditor Agreement, and (vi) that Firstar shall be and become a "Creditor" under and as defined in the Intercreditor Agreement. Any notices under the Intercreditor Agreement shall be delivered to Firstar at the following address: AGREEMENT RE: INTERCREDITOR AGREEMENT (Firstar Bank NA) - Page 1 2 Firstar Bank NA One Firstar Plaza Tram 12-3 St. Louis, Missouri 63101 Attention: Steve Reese, Banking Officer The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. FIRSTAR BANK NA By: /s/ STEPHEN M. REESE ------------------------------------ Name: STEPHEN M. REESE ---------------------------------- Title: SENIOR VICE PRESIDENT --------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Firstar, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Firstar Bank NA) - Page 2 3 Firstar Bank NA One Firstar Plaza Tram 12-3 St. Louis, Missouri 63101 Attention: Steve Reese, Banking Officer The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. FIRSTAR BANK NA By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Firstar, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Firstar Bank NA) - Page 2 4 Union Bank of California, N.A. 350 California Street, 6th Floor San Francisco, California 94104 Attention: Cecilia Valente, Senior Vice President & Manager The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. UNION BANK OF CALIFORNIA, N.A. By: /s/ J. WILLIAM BLOORE ------------------------------------ Name: J. WILLIAM BLOORE ---------------------------------- Title: VICE PRESIDENT --------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by UBC, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Union Bank of California, N.A.) - Page 2 5 National City Bank 1 South Broad Street Philadelphia, Pennsylvania 19107 Attention: Thomas J. McDonnell, Senior Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. NATIONAL CITY BANK By: /s/ THOMAS J. MCDONNELL ------------------------------------ Name: THOMAS J. MCDONNELL ---------------------------------- Title: SENIOR VICE PRESIDENT --------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by NCB, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (National City Bank) - Page 2 6 National City Bank 1 South Broad Street Philadelphia, Pennsylvania 19107 Attention: Thomas J. McDonnell, Senior Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. NATIONAL CITY BANK By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by NCB, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (National City Bank) - Page 2 7 The Chase Manhattan Bank 101 California Street San Francisco, CA 94111 Attention: William Rindfuss, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. THE CHASE MANHATTAN BANK By: /s/ WILLIAM P. RINDFUSS ------------------------------------ Name: WILLIAM P. RINDFUSS ---------------------------------- Title: VICE PRESIDENT --------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Chase, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (The Chase Manhattan Bank) - Page 2 8 The Chase Manhattan Bank 101 California Street San Francisco, CA 94111 Attention: William Rindfuss, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. THE CHASE MANHATTAN BANK By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Chase, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (The Chase Manhattan Bank) - Page 2 9 BNP Paribas 180 Montgomery St. San Francisco, California 94104 Attention: Hamed Farhadi, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. BNP PARIBAS By: /s/ INGA BUSCHBAUM ------------------------------------ Name: INGA BUSCHBAUM ----------------------------------- Title: VICE PRESIDENT INTERNATIONAL DIVISION MANAGER ---------------------------------- By: /s/ RAFIK HOMSI ------------------------------------ Name: RAFIK HOMSI ----------------------------------- Title: VICE PRESIDENT ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by BNP, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (BNP Paribas) - Page 2 10 BNP Paribas 180 Montgomery St. San Francisco, California 94104 Attention: Hamed Farhadi, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. BNP PARIBAS By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by BNP, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (BNP Paribas) - Page 2 11 Wells Fargo Bank, N.A. 420 Montgomery, 9th Floor San Francisco, California 94104 Attention: June Hanson, Relationship Manager The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. WELLS FARGO BANK, N.A. By: /s/ JUNE HANSON /s/ LEE JENSEN ------------------------------------ Name: JUNE HANSON LEE JENSEN ----------------------------------- Title: ASSISTANT VICE VICE PRESIDENT PRESIDENT ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Wells Fargo, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Wells Fargo Bank, N.A.) - Page 2 12 Wells Fargo Bank, N.A. 420 Montgomery, 9th Floor San Francisco, California 94104 Attention: June Hanson, Relationship Manager The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. WELLS FARGO BANK, N.A. By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Wells Fargo, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Wells Fargo Bank, N.A.) - Page 2 13 First Union National Bank Widener Building, 12th Floor 1 South Penn Square PA4843 Philadelphia, Pennsylvania 19107 Attention: Bill Fox, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. FIRST UNION NATIONAL BANK By: /s/ RANDALL R. MECK ------------------------------------ Name: RANDALL R. MECK ----------------------------------- Title: VICE PRESIDENT ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by FUNB, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (First Union National Bank) - Page 2 14 First Union National Bank Widener Building, 12th Floor 1 South Penn Square PA4843 Philadelphia, Pennsylvania 19107 Attention: Bill Fox, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. FIRST UNION NATIONAL BANK By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by FUNB, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (First Union National Bank) - Page 2 15 The Bank of New York Corporate Banking Sector One Wall Street New York, New York 10286 Attention: Charlotte Sohn Fuiks, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. THE BANK OF NEW YORK By: /s/ CHARLOTTE SOHN FUIKS ------------------------------------ Name: CHARLOTTE SOHN FUIKS ----------------------------------- Title: VICE PRESIDENT ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by BNY, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (The Bank of New York) - Page 2 16 The Bank of New York Corporate Banking Sector One Wall Street New York, New York 10286 Attention: Charlotte Sohn Fuiks, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. THE BANK OF NEW YORK By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by BNY, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (The Bank of New York) - Page 2 17 Fleet National Bank 100 Federal Street Mail Code: MA DE 10008E Boston, Massachusetts 02110 Attention: Peter Griswold, Managing Director The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. FLEET NATIONAL BANK By: /s/ PETER L. GRISWOLD ------------------------------------ Name: PETER L. GRISWOLD ----------------------------------- Title: MANAGING DIRECTOR ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Fleet, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Fleet National Bank) - Page 2 18 Fleet National Bank 100 Federal Street Mail Code: MA DE 10008E Boston, Massachusetts 02110 Attention: Peter Griswold, Managing Director The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. FLEET NATIONAL BANK By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Fleet, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Fleet National Bank) - Page 2 19 Bank of America, National Association 345 Montgomery Street, Concourse Level San Francisco, California 94104 Attention: Michael Sanz, Vice President The signatories hereto may execute this agreement in separate counterparts, all of which will constitute one and the same instrument when taken together. Executed as of this 23rd day of August, 2000. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President Bank of America, National Association, the successor to Bank of America National Trust and Savings Association, as Lender under the Intercreditor Agreement and as the administrative agent under the Credit Agreement, hereby acknowledges the foregoing undertaking by Bank of America, and confirms and reaffirms its obligations under the Intercreditor Agreement. BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ MICHAEL SANZ ------------------------------------ Michael Sanz Vice President AGREEMENT RE: INTERCREDITOR AGREEMENT (Bank of America, National Association) - Page 2 20 Further, each of the undersigned hereby acknowledges and agrees to the foregoing: WILLIAMS-SONOMA, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ WILLIAMS-SONOMA STORES, INC. /s/ PETER MINISTRI By: /s/ SHARON L. MCCOLLAM Peter Ministri -------------------------------- Manager Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ WILLIAMS-SONOMA STORES, LLC By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ HOLD EVERYTHING, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ POTTERY BARN, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ Page 3 21 POTTERY BARN KIDS, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ CHAMBERS CATALOG COMPANY, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ WILLIAMS-SONOMA RETAIL SERVICES, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ WILLIAMS-SONOMA DIRECT, INC. By: /s/ SHARON L. MCCOLLAM -------------------------------- Name: SHARON L. MCCOLLAM ------------------------------- Title: VP FINANCE ------------------------------ Page 4