This excerpt taken from the WSM 8-K filed Dec 4, 2008.
AMENDED AND RESTATED FORM OF COMPLIANCE CERTIFICATE
Form of Compliance Certificate
The undersigned, duly appointed and acting chief financial officer or Vice President, Treasury (as the case may be) of WILLIAMS-SONOMA, INC. (the Borrower), being duly authorized, hereby delivers this Compliance Certificate to the Agent and the Lenders, pursuant to Section 10.1(c) of that certain Fourth Amended and Restated Credit Agreement, dated as of October 4, 2006, among the Borrower, BANK OF AMERICA, N.A., in its capacity as administrative agent (the Agent) and the Lenders party thereto, as such agreement may be amended, restated or otherwise modified from time to time, reference to which hereby is made (the Credit Agreement). Terms defined in the Credit Agreement which are used herein shall have the meanings provided in the Credit Agreement.
1. The Borrower hereby delivers to the Agent and the Lenders [check as applicable]: the audited Fiscal Year end financial statements and the unaudited consolidating financial statements required by Section 10.1(a); or the Fiscal Quarter end financial statements required by Section 10.1(b), dated as of , 20 . Such financial statements have been prepared in accordance with GAAP (as applicable) applied consistently throughout the periods reflected therein, except for year-end audit adjustments and the absence of footnotes for any financial statements delivered pursuant to Section 10.1(b) and present fairly the financial condition of the Borrower and its Subsidiaries as of the respective dates indicated therein.
2. The undersigned represents and warrants to the Agent and the Lenders that, except as may have been previously or concurrently disclosed to the Agent and the Lenders in writing by the Borrower, the representations and warranties contained in Article 9 of the Credit Agreement are true and correct on and as of the date of this Compliance Certificate as if made on and as of the date hereof (except to the extent that such representations and warranties are expressly by their terms made only as of the Closing Date or another specified date).
3. The undersigned hereby states that, to the best of his or her knowledge and based upon an examination sufficient to enable an informed statement [check as applicable]:
4. Exhibit B attached hereto sets forth the calculations necessary to establish the status of the Borrowers compliance with the covenant contained in Article 12 of the Credit Agreement as of the effective date of the financial statements referenced in paragraph 1 above.
5. Exhibit C attached hereto sets forth the determination of the Base Rate Margin, the Libor Rate Margin, the IBOR Margin and the Facility Fee Rate to become effective on the Margin Adjustment Date with respect to the financial statements referenced in paragraph 1 hereof.
Date of execution of this Compliance Certificate: , 20 .
The following is attached to and made a part of the above referenced Compliance Certificate.