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Exhibit 10.2A
AGREEMENT RE: INTERCREDITOR AGREEMENT
Reference is hereby made to that certain Intercreditor Agreement dated
August 1, 1995 ("Intercreditor Agreement"), by and among Bank of America 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 ("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 and the Lender.
The undersigned, NationsBank of Texas, N.A. ("NationsBank") proposes to
enter into a Credit Agreement dated as of June 1, 1997 ("Credit Agreement"),
with the Company and the Lender pursuant to which NationsBank will provide the
Company with an initial facility of up to $30,000,000, and the Lender will
provide an initial facility of up to $60,000,000, 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 "Syndicated Credit Subsidiary Guaranties").
NationsBank 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, NationsBank 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 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
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Intercreditor Agreement, and (vi) that NationsBank shall be and become a
"Creditor" under and as defined in the Intercreditor Agreement.
Any notices under the Intercreditor Agreement shall be delivered to
NationsBank at the following address:
NationsBank of Texas, N.A.
444 South Flower Street, Suite 4100
Los Angeles, California 90071
Attention: Michele Shafroth
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 22 day of May, 1997.
NATIONSBANK OF TEXAS, N.A.
By: /s/ Michele M. Shafroth
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Michele M. Shafroth
Its: Senior Vice President
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Bank of America National Trust and Savings Association as "Lender" under
the Intercreditor Agreement hereby acknowledges the foregoing undertaking by
NationsBank, and confirms and reaffirms its obligations under the Intercreditor
Agreement.
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By:________________________________________________
Its:_______________________________________
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Further, each of the undersigned hereby acknowledges and agrees to the
foregoing:
WILLIAMS-SONOMA, INC.
By: /s/ W. Howard Lester
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Its:
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WILLIAMS-SONOMA STORES, INC.
By: /s/ Jerry S.B. Dratler
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Its:
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THE POTTERY BARN EAST, INC.
By: /s/ Jerry S.B. Dratler
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Its:
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GARDENER'S EDEN, INC.
By: /s/ Jerry S.B. Dratler
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Its:
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HOLD EVERYTHING, INC.
By: /s/ Jerry S.B. Dratler
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Its:
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CHAMBERS CATALOG COMPANY, INC.
By: /s/ Jerry S.B. Dratler
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Its:
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