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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
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Ginger Trimble John W. Tate
Senior Vice President Chief Financial Officer
