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EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE
FISCAL YEAR ENDED JANUARY 29, 2012
EXHIBIT NUMBER EXHIBIT DESCRIPTION
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT LIQUIDATION OR SUCCESSION
2.1 Agreement and Plan of Merger of Williams-Sonoma, Inc., a Delaware corporation,
and Williams-Sonoma, Inc., a California Corporation, dated May 25, 2011
(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form
8-K as filed with the Commission on May 25, 2011, File No. 001-14077)
ARTICLES OF INCORPORATION AND BYLAWS
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the
Commission on May 25, 2011, File No. 001-14077)
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the
Company’s Current Report on Form 8-K as filed with the Commission on May 25,
2011, File No. 001-14077)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K as filed with the Commission on May 25,
2011, File No. 001-14077)
FINANCING AGREEMENTS
10.1 Fifth Amended and Restated Credit Agreement, dated September 23, 2010, between
the Company and Bank of America, N.A., as administrative agent, letter of credit
issuer and swingline lender, Wells Fargo Bank, National Association, as syndication
agent, JPMorgan Chase Bank, N.A. and U.S. Bank, National Association, as
co-documentation agents, and the lenders party thereto (incorporated by reference to
Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended
October 31, 2010 as filed with the Commission on December 10, 2010, File No. 001-
14077)
10.2 Reimbursement Agreement between the Company and Bank of America, N.A., dated
as of July 1, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q for the period ended July 31, 2005 as filed with the
Commission on September 9, 2005, File No. 001-14077)
10.3 First Amendment, dated as of September 9, 2005, to the Reimbursement Agreement
between the Company and Bank of America, N.A., dated as of July 1, 2005
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q for the period ended October 30, 2005 as filed with the Commission on
December 6, 2005, File No. 001-14077)
10.4 Second Amendment, dated as of September 8, 2006, to the Reimbursement
Agreement between the Company and Bank of America, N.A., dated as of July 1,
2005 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report
on Form 10-Q for the fiscal quarter ended October 29, 2006 as filed with the
Commission on December 8, 2006, File No. 001-14077)
70