Item 1.01 Entry into a Material Definitive Agreement

On June 22, 2012, Williams-Sonoma, Inc. (the "Company") entered into a Second Amendment to Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, the lenders party thereto, and certain subsidiaries of the Company as guarantors (the "Second Amendment"). The Second Amendment renews and amends the terms of the Company's Fifth Amended and Restated Credit Agreement with 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, dated as of September 23, 2010. The amended credit facility provides for a $300,000,000 unsecured revolving line of credit, which may be increased in certain circumstances to a $500,000,000 unsecured revolving line of credit. The Second Amendment extends the maturity date of the credit facility to June 22, 2017 and modifies the interest rates under the credit facility, such that the Company may elect interest rates on its revolving borrowings calculated by reference to Bank of America's prime rate (or, if greater, the average rate on overnight federal funds plus one-half of one percent, or a rate based on LIBOR plus one percent), plus a margin based on the Company's leverage ratio ranging from 0.000% to 0.775%, or LIBOR plus a margin based on the Company's leverage ratio ranging from 0.900% to 1.775%.

Bank of America, N.A., Wells Fargo Bank, National Association and U.S. Bank, National Association, lenders under the credit facility, are parties to certain reimbursement agreements in connection with the Company's commercial letter of credit reimbursement facility.

---