Severability Clause Example with 8 Variations from Business Contracts

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (BANK OF AMERICA) BANK: U.S. BANK NATIONAL ASSOCIATION OF AMERICA, N.A. By: /s/ Joyce P. Dorsett Brandon J. Kirkbride Name: Joyce P. Dorsett Brandon J. Kirkbride Title: Senior Vice President WILLIAMS-SONOMA, INC. SEVENTH FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 (BANK OF AMERICA) EX-10.1 2 d798275dex101.htm EX-10.1 EX-10.1 Exhibit 10.3 SEVENTH 10.1 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 29, 2014 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 28, 2015. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (WELLS FARGO) BANK: U.S. BANK WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Joyce P. Dorsett Sid Khanolkar Name: Joyce P. Dorsett Sid Khanolkar Title: Senior Vice President Director WILLIAMS-SONOMA, INC. SEVENTH FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 (WELLS FARGO) EX-10.2 3 d798275dex102.htm EX-10.2 EX-10.2 Exhibit 10.3 SEVENTH 10.2 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 29, 2014 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 28, 2015. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Joyce P. Dorsett Maribelle Villaseñor Name: Joyce P. Dorsett Maribelle Villaseñor Title: Senior Vice President Director WILLIAMS-SONOMA, INC. SEVENTH FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 EX-10.2 3 d563678dex102.htm EX-10.2 EX-10.2 Exhibit 10.3 SEVENTH 10.2 EXECUTION VERSION FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 24, 2018 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 24, 2019. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK NATIONAL ASSOCIATION OF AMERICA, N.A. By: /s/ Joyce P. Dorsett Daniel Blakely Name: Joyce P. Dorsett Daniel Blakely Title: Senior Vice President Associate WILLIAMS-SONOMA, INC. SEVENTH FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 EX-10.1 2 d563678dex101.htm EX-10.1 EX-10.1 Exhibit 10.3 SEVENTH 10.1 EXECUTION VERSION FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 24, 2018 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 24, 2019. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH FOURTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK NATIONAL ASSOCIATION OF AMERICA, N.A. By: /s/ Joyce P. Dorsett Andrew Wulff Name: Joyce P. Dorsett Andrew Wulff Title: Senior Vice President Associate WILLIAMS-SONOMA, INC. SEVENTH FOURTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 EX-10.1 2 d466116dex101.htm EX-10.1 EX-10.1 Exhibit 10.3 SEVENTH 10.1 EXECUTION VERSION FOURTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH FOURTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 25, 2017 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 25, 2018. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Joyce P. Dorsett Maribelle Villaseñor Name: Joyce P. Dorsett Maribelle Villaseñor Title: Senior Vice President Director WILLIAMS-SONOMA, INC. SEVENTH SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 EX-10.2 3 d813200dex102.htm EX-10.2 EX-10.2 Exhibit 10.3 SEVENTH 10.2 SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 2019 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 23, 2020. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK NATIONAL ASSOCIATION OF AMERICA, N.A. By: /s/ Joyce P. Dorsett Anthony Hoye Name: Joyce P. Dorsett Anthony Hoye Title: Senior Vice President Director WILLIAMS-SONOMA, INC. SEVENTH SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 EX-10.1 2 d813200dex101.htm EX-10.1 EX-10.1 Exhibit 10.3 SEVENTH 10.1 SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH SIXTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 2019 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. 23, 2020. View More

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a p...rovision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [remainder of page intentionally left blank] Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWERS: WILLIAMS-SONOMA, INC., a Delaware corporation By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA SINGAPORE PTE. LTD. By: /s/ Beth Thompson Name: Beth Thompson Title: Director ACKNOWLEDGED AND AGREED: GUARANTORS: WILLIAMS-SONOMA, INC. REJUVENATION INC. SUTTER STREET MANUFACTURING, INC. WILLIAMS-SONOMA ADVERTISING, INC. WILLIAMS-SONOMA DIRECT, INC. WILLIAMS-SONOMA DTC, INC. WILLIAMS-SONOMA DTC TEXAS, INC. WILLIAMS-SONOMA GIFT MANAGEMENT, INC. WILLIAMS-SONOMA RETAIL SERVICES, INC. WILLIAMS-SONOMA STORES, INC. By: /s/ Julie Whalen Name: Julie Whalen Title: Chief Financial Officer WILLIAMS-SONOMA, INC. SEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENT BANK: U.S. BANK NATIONAL ASSOCIATION OF AMERICA, N.A By: /s/ Joyce P. Dorsett Anthony Hoye Name: Joyce P. Dorsett Anthony Hoye Title: Senior Vice President Director WILLIAMS-SONOMA, INC. SEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENT EX-10.3 4 d97689dex103.htm EX-10.3 EX-10.3 EX-10.1 2 d97689dex101.htm EX-10.1 EX-10.1 Exhibit 10.3 10.1 SEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENT THIS SEVENTH AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of August 23, 2020 (this "Amendment"), is entered into among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Parent"), Williams-Sonoma Singapore Pte. Ltd., a corporation duly organized and validly existing under the laws of Singapore ("Williams-Sonoma Singapore" and collectively with the Parent, the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION, OF AMERICA, N.A., a national banking association (the "Bank"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Reimbursement Agreement (as defined below). RECITALS WHEREAS, the Borrowers and the Bank are parties to that certain Reimbursement Agreement, dated as of August 30, 2013 (as amended or modified from time to time, the "Reimbursement Agreement"); and WHEREAS, the parties hereto have agreed to amend the Reimbursement Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments. (a) The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. (b) The reference to "$30,000,000" in Section 2.1 of the Reimbursement Agreement is hereby replaced with "$15,000,000". View More