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EXHIBIT 10.51
NINTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
This Amendment dated as of July 31, 2000, is between Bank of America,
N.A., formerly known as Bank of America National Trust and Savings Association
(the "Bank") and ▇▇▇▇▇▇▇▇-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 Agreement is amended as follows:
2.1 The definition of "Expiration Date" in the Agreement is amended
to read as follows:
"Expiration Date" means October 31, 2000.
2.2 The first sentence of paragraph 2.1 of the Agreement is amended
to read as follows:
At the request of the Borrower, between the date of this Agreement and the
Expiration Date, the Bank will issue for the account of the Borrower
commercial and standby letters of credit and will make cash advances to
the Borrower.
2.3 The first sentence of paragraph 2.2 of the Agreement is amended
to read as follows:
The amount of the letters of credit outstanding at any one time (including
the drawn and unreimbursed amounts of the letters of credit) plus the
amount of cash advances outstanding under this facility may not exceed
Ninety Million Dollars ($90,000,000).
2.4 A new paragraph 2.8 is added as follows:
2.8 Cash Advances. All cash advances under this facility shall
be repaid on the Expiration Date. Cash advances under this facility shall
be used for working capital purposes. Cash advances shall bear interest
subject to the terms of paragraphs 2A.2, 2A.3, 2A.4, 2A.7 and 2A.8 of this
Agreement. The Applicable Margin for this facility shall be the following
amounts per annum:
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Applicable Margin
(in basis points per annum)
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Base Rate + London/Cayman Rate +
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0 50
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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 the following items, in form and content acceptable to the Bank:
(a) Evidence that the execution, delivery, and performance
by the Borrower of this Amendment and any instrument or agreement
required under this Amendment have been duly authorized;
(b) A Guarantor Acknowledgment and Consent in the form
attached hereto.
(c) An amendment from the Banks party to the Syndicated
Credit Agreement (as defined in the Agreement).
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, ▇.▇. ▇▇▇▇▇▇▇▇-SONOMA, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇
Vice President Chief Financial Officer
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GUARANTOR ACKNOWLEDGMENT
AND CONSENT
The undersigned, each a guarantor with respect to the Borrower's obligations to
the Bank under the Agreement, each hereby (i) acknowledge and consent to the
execution, delivery and performance by the Borrower of the foregoing Ninth
Amendment to Letter of Credit Agreement, and (ii) reaffirm and agree that the
guaranty to which the undersigned is party is in full force and effect, and
guaranties all of the obligations of the Borrower under the Agreement, as
amended.
Dated as of July 31, 2000 ▇▇▇▇▇▇▇▇-SONOMA STORES, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
HOLD EVERYTHING, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
▇▇▇▇▇▇▇▇ CATALOG COMPANY, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
POTTERY BARN, INC., formerly known
as POTTERY BARN EAST, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
▇▇▇▇▇▇▇▇-SONOMA STORES, LLC
By ▇▇▇▇▇▇▇▇-Sonoma, Inc., its sole
member
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
POTTERY BARN KIDS, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
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▇▇▇▇▇▇▇▇-SONOMA DIRECT, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
▇▇▇▇▇▇▇▇-SONOMA RETAIL SERVICES, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
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