EXHIBIT 10.11.2
FIRST AMENDMENT TO
REVOLVING CREDIT LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (this
"Amendment") is entered into as of July 31, 1993, by and among PIER 1
IMPORTS, INC., a Delaware corporation ("Pier 1"), Pier 1 Imports (U.S.),
Inc., a Delaware corporation ("U.S."), PIR Trading, Inc., a Delaware
corporation ("PIR") (Pier 1 U.S. and PIR being sometimes referred to herein
individually as a "Borrower" and collectively as "Borrowers"), and BANK ONE,
TEXAS, NATIONAL ASSOCIATION ("Bank").
WHEREAS, Borrowers and Bank entered into that certain Revolving Loan
Agreement dated August 14, 1992 (as the same is hereby amended and as the
same may hereafter be amended from time to time, hereinafter referred to as
the "Agreement"); and
WHEREAS, Borrowers and Bank now desire to modify the Agreement as
hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties, and agreements contained herein, and for other
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Borrowers and Bank covenant and agree as follows:
ARTICLE I
Definitions
Section 1.01 Definitions. The terms used in this Amendment
to the extent not otherwise defined herein shall have the same meanings as in
the Agreement.
ARTICLE II
Amendments
Section 2.01 Amendment to Definition of "Termination Date." Effective
as of the date hereof, the definition of "Termination Date set forth in
Section 1.131 of the Agreement is hereby amended to read as follows:
"1.131. "Termination Date" shall mean September 30, 1993."
Section 2.02 Amendment to Section 3.03 of the Agreement. Effective as
of the date hereof, the reference to "July 31, 1993" set forth in Section
3.03 of the Agreement is hereby amended to read in its entirety as "September
30, 1993".
ARTICLE III
Representations, Warranties, Ratification
and Reaffirmation
Section 3.01 Representations and Warranties. Borrowers hereby
represent and warrant that: (i) the representations and warranties contained
in the Agreement and the other Loan Documents are true and correct on and as
of the date hereby as though made on and as of the date hereof, (ii) no event
has occurred and is continuing that constitutes an Event of Default or would
constitute an Event of Default but for the requirement of notice or lapse of
time or both, and (iii) there are no claims or offsets against, or defenses
or counterclaims to, the obligations of Borrowers under the Agreement or any
of the other Loan Documents (including without limitation, any defenses or
offsets resulting from or arising out of breach of contract or duty, the
amount of interest charged, collected or received on the Note heretofore, or
breach of any commitments or promises of any type).
Section 3.02 Ratification. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and the other Loan Documents, but except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect, Borrowers hereby agreeing that the
Agreement and the Loan Documents are and shall continue to be outstanding,
validly existing and enforceable in accordance with their respective terms.
Section 3.03 Renewal Note. Contemporaneously with the execution of
this Amendment, Pier 1 shall execute and deliver to Bank a Promissory Note of
even date herewith (the "Renewal Note"), payable to the order of Bank in the
original principal amount of $25,000,000.00 The Renewal Note shall be in the
renewal, extension and modification, but not extinguishment, of the Note.
Effective as of the date hereof, each reference in the Agreement and the
other Loan Documents to the Note shall mean a reference to the Note as
renewed, extended and modified by the Renewal Note.
ARTICLE IV
Miscellaneous
Section 4.01 Reference to Agreement. Each of the Loan Documents is
hereby amended so that any reference in the Loan Documents to the Agreement
shall mean a reference to the Agreement as amended hereby.
Section 4.02 Guarantors. Each of the undersigned Guarantors
acknowledges and agrees to the terms and provisions of this Amendment and
agrees that each Guaranty Agreement executed by such Guarantor shall not be
impaired hereby and shall remain in full force and effect.
Section 4.03 Execution in Counterparts. This Amendment may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Section 4.04 Governing Law. This Amendment has been entered into in
Dallas County, Texas and shall be performable for all purposes in Dallas
County, Texas. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. Courts within the State of Texas shall have
jurisdiction over any and all disputes arising under or pertaining to this
Amendment; and venue in any such dispute shall be laid in Dallas County,
Texas.
Section 4.05 Parties Bound. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that Borrowers shall not assign any rights,
powers, duties or obligations hereunder.
EXECUTED as of the date first above written.
BORROWERS:
PIER 1 IMPORTS, INC.
By:__________________________
Name:________________________
Title:_______________________
PIER 1 IMPORTS (U.S.), INC.
By:__________________________
Name:________________________
Title:_______________________
PIR TRADING, INC.
By:__________________________
Name:________________________
Title:_______________________
GUARANTORS:
a) Pier 1 Guarantors:
CMEI, INC.
By:__________________________
Name:________________________
Title:_______________________
PIER 1 IMPORTS (U.S.), INC.
By:__________________________
Name:________________________
Title:_______________________
PIR TRADING, INC.
By:__________________________
Name:________________________
Title:_______________________
PIR TRANSPORTATION, INC.
By:__________________________
Name:________________________
Title:_______________________
PIER 1 IMPORTS HOLDINGS, INC.
By:__________________________
Name:________________________
Title:_______________________
b) PIR Guarantors:
PIER 1 IMPORTS, INC.
By:__________________________
Name:________________________
Title:_______________________
CMEI, INC.
By:__________________________
Name:________________________
Title:_______________________
PIER 1 IMPORTS (U.S.), INC.
By:__________________________
Name:________________________
Title:_______________________
PIR TRANSPORTATION, INC.
By:__________________________
Name:________________________
Title:_______________________
PIER 1 IMPORTS HOLDINGS, INC.
By:__________________________
Name:________________________
Title:_______________________
c) U.S. Guarantors:
PIER 1 IMPORTS, INC.
By:__________________________
Name:________________________
Title:_______________________
CMEI, INC.
By:__________________________
Name:________________________
Title:_______________________
PIR TRADING, INC.
By:__________________________
Name:________________________
Title:_______________________
PIR TRANSPORTATION, INC.
By:__________________________
Name:________________________
Title:_______________________
PIER 1 IMPORTS HOLDINGS, INC.
By:__________________________
Name:________________________
Title:_______________________
BANK:
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
SECOND AMENDMENT TO
REVOLVING CREDIT LOAN AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (this
"Amendment") is entered into as of September 30, 1993, by and among PIER 1
IMPORTS, INC., a Delaware corporation ("Pier 1"), Pier 1 Imports (U.S.),
Inc., a Delaware corporation ("U.S."), PIR Trading, Inc., a Delaware
corporation ("PIR") (Pier 1, U.S. and PIR being sometimes referred to herein
individually as a "Borrower" and collectively as "Borrowers"), and BANK ONE,
TEXAS, NATIONAL ASSOCIATION ("Bank").
WHEREAS, Borrowers and Bank entered into that certain Revolving Loan
Agreement dated August 14, 1992 as amended by that certain First Amendment to
Revolving Credit Loan Agreement dated July 31, 1993 (as the same has been and
may hereafter be amended from time to time, as the "Agreement"); and
WHEREAS, Borrowers and Bank now desire to modify the Agreement as
hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties, and agreements contained herein, and for other
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Borrowers and Bank covenant and agree as follows:
ARTICLE I
Definitions
Section 1.01 Definitions. The terms used in this Amendment to the
extent not otherwise defined herein shall have the same meanings as in the
Agreement.
ARTICLE II
Amendments
Section 2.01 Amendment to Definition of "Termination Date". Effective
as of the date hereof, the definition of "Termination Date" set forth in
Section 1.131 of the Agreement is hereby amended to read as follows:
"1.131. "Termination Date" shall mean January 30, 1994".
Section 2.02 Amendment to Section 3.03 of the Agreement. Effective as
of the date hereof, the reference to "September 30, 1993" set forth in
Section 3.03 of the Agreement is hereby amended to read in its entirety as
"January 30, 1994".
Section 2.03 Deletion of Certain Sections. Effective as of the date
hereof, the following sections of the Agreement are hereby deleted in their
entirety: 1.18, 1.19, 1.20, 1.30, 1.31, 1.33, 1.36, 1.40, 1.48, 1.60, 1.62,
1.71, and 1.110.
Section 2.04 Addition of New Definitions. Effective as of the date
hereof, the following definitions are hereby added to Article I of the
Agreement in alphabetical order:
"1.18. "Capital Lease Obligation" shall mean any rental obligation
which, under GAAP, is or will be required to be capitalized on the books of
the Borrower or any Subsidiary, taken at the amount thereof accounted for as
indebtedness (net of interest expense) in accordance with such principles.
1.19. "Cash & Equivalents" shall mean any investments permitted under
(i), (ii), (iii) or (iv) of the definition of Restricted Investments and
cash.
1.20. "Cash Flow Available for Fixed Charges" shall mean the sum of
Consolidated Net Income plus depreciation and amortization plus interest
expense plus taxes plus operating lease expense, as determined in accordance
with GAAP, less Maintenance Capital Expenditures for the Borrower on a
Consolidated basis.
1.30."Consolidated Current Assets" shall mean the current assets of the
Borrower and its Subsidiaries as determined on a Consolidated basis in
accordance with GAAP.
1.31. "Consolidated Current Liabilities" shall mean the current
liabilities of the Borrower and its Subsidiaries as determined on a
Consolidated basis in accordance with GAAP.
1.33. "Consolidated Net Income" shall mean (i) for purposes of
calculating Cash Flow Available for Fixed Charges, Consolidated gross
revenues of the Borrower less all operating and non-operating expenses of
Borrower, including all write-downs of assets and other charges of a proper
character (including, without limitation, current and deferred taxes on
income, provision for taxes on unremitted foreign earnings which are included
in gross revenues, and current additions to reserves), but not including in
gross revenues any gains (net of expenses and taxes applicable thereto) in
excess of losses resulting from the sale, conversion or other disposition of
capital assets (i.e., assets other than current assets), any gains or losses
arising from the acquisition of outstanding debt securities of the Borrower
or any Subsidiary, and gains resulting from the write-up of assets, any
equity of the Borrower or any Subsidiary in the undistributed earnings of any
Person which is not a Subsidiary, or any portion of the net.
1.34A. "Consolidated Net Worth" shall mean the sum of the Consolidated
capital, surplus and retained earnings of the Borrower determined in
accordance with GAAP.
1.36. "Consolidated Tangible Net Worth" shall mean the sum of the
Consolidated capital, surplus and retained earnings of the Borrower less
Intangible Assets of the Borrower, determined in accordance with GAAP.
1.40."Debt" shall mean with respect to any Person, (i) all indebtedness
of such Person for borrowed money or for the deferred purchase price of
property or services, (ii) all obligations under leases which shall have been
or should be, in accordance with GAAP, recorded as Capitalized Lease
Obligations in respect of which such Person is liable as lessee, and (iii)
any other indebtedness required to be recorded on the Consolidated financial
statements of such Person in accordance with GAAP. Any changes in GAAP
requiring operating leases to be included as-indebtedness in the Consolidated
financial statements of the Borrower will be effective, for purposes of
determining Debt hereunder, only for leases entered into or renewed after the
date of the required implementation of such changes in GAAP.
1.48 "Fixed Charges" shall mean the sum of interest expense and
payments under operating leases, as determined in accordance with GAAP, for
the Borrower and its Subsidiaries on a consolidated basis.
1.60. "Intangible Assets" shall mean goodwill, patents, tradenames,
trademarks, copyrights, franchises, experimental expense, organizational
expense, unamortized debt discount and expense, the excess of cost of shares
acquired over book value of related assets and such other assets as are
properly classified as "intangible assets" in accordance with GAAP, but in no
event shall Intangible Assets include (i) current prepaid expenses of the
Borrower or its Subsidiaries or (ii) receivables of any kind of the Borrower
or its Subsidiaries.
1.62. "Investment" shall mean any direct or indirect purchase or other
acquisition of, or a beneficial interest in, capital stock or other
securities of any other Person, or any direct or indirect loan, advance
(other than advances to employees for moving and travel expenses, drawing
accounts and similar expenditures in the ordinary course of business) or
capital contribution to or investment in any other Person, including without
limitation the incurrence or sufferance of Debt or accounts receivable of any
other Person which are not current assets or do not arise from sales to that
other Person in the ordinary course of business.
1.71. "Maintenance Capital Expenditures" shall mean, for any fiscal
quarter, an amount equal to the greater of (i) the product of $4,500.00 times
the average number of retail stores of the Borrower on a Consolidated basis
open during the four immediately preceding fiscal quarters and (ii) actual
capital expenditures incurred by the Borrower on a Consolidated basis during
such fiscal quarter for the maintenance and improvement of its retail stores
(other than capital expenditures incurred in connection with new store
openings).
1.110 "Restricted Investments" shall mean any investments in or loans
and advances to, other Persons except (i) obligations of the United States
government due within one (l) year, (ii) certificates of deposit (including
Eurodollar deposits) and bankers' acceptances (from commercial banks having
capital and surplus in excess of $100 million) due within one (1) year and
payable in U.S. dollars, (iii) commercial paper rated P-l by Moody's or A-l
by Standard & Poor's, (iv) debt of any state or political subdivision that is
rated A or better by Moody's or Standard & Poor's and that matures within one
(1) year, (v) stock or securities received in settlement of debts owing to
the Borrower or any Subsidiary not exceeding $5,000,000.00, including
receivables arising from the sale of goods and services in the ordinary
course of business of the Borrower and its Subsidiaries, (vi) not more than
1,940,000 shares of the common stock of General Host Corporation, a New York
corporation, plus any additional shares which are received as a result of
stock dividends, stock split or combination of shares, recapitalization,
reclassification, merger or similar capital or corporate structure change,
(vii) any loans or guaranties made by the Borrower or any of its Subsidiaries
to or for the benefit of Sunbelt or any of its Subsidiaries not exceeding an
aggregate principal amount of $12,000,000 at any one time outstanding, (viii)
any loan participation program(s) for a period not to exceed seven (7) days
with credit risk to companies with long-term debt rating by Standard & Poor's
or Moody's of not less than single A, (ix) any loans or guaranties made by
the Borrower or any of its Subsidiaries to or for the benefit of Pier Retail
Group Limited, a company organized under the laws of the United Kingdom, not
exceeding an aggregate principal amount of $6,500,000 at any one time
outstanding, and (x) any stock or securities of Sunbelt which the Borrower or
any of its Subsidiaries acquires through the exercise of its remedies with
respect to any lien or security interest held by Borrower or any of its
Subsidiaries on such stock or securities."
Section 2.05 Amendment to Article VIII. Effective as of the date
hereof, Sections 8.01, 8.02, 8.03, 8.04(b), 8.04(e) and Section 8.05 are
hereby amended in their respective entirety to read as follows:
"8.01. Current Ratio. Permit the ratio of its Consolidated Current
Assets to its Consolidated Current Liabilities at any time thereafter to be
less than 2.0:1."
"8.02. Consolidated Tangible Net Worth. Permit its Consolidated
Tangible Net Worth at any time to be less than $180,000,000."
"8.03." Limitation on Dividends, Acquisition of Stock and Restricted
Investments. Declare any dividend on any class of its stock (other than stock
dividends) or any other distribution on account of any class of its stock
(other than dividends or distributions payable solely in shares of its stock)
which is payable more than 60 days after the date such declaration is made,
unless, at the time of such declaration, such dividend complied with this
Section 8.03. Borrower covenants that it will not, and will not permit any of
its Subsidiaries to, pay or declare any dividend on any class of its stock
(other than stock dividends) or make any other distribution on account of any
class of its stock (other than dividends or distributions payable solely in
shares of its stock) or redeem, purchase or otherwise acquire, directly or
indirectly, any shares of its stock, or make any Restricted Investments (all
of the foregoing being herein called "Restricted Payments") if the aggregate
amount of all such Restricted Payments, from and after February 27, 1993
shall exceed forty million dollars ($40,000,000). Notwithstanding the
foregoing, no Restricted Payments shall be made unless, after giving effect
thereto, no Event of Default shall have occurred and be continuing. There
shall not be included in the limitation on Restricted Payments any dividends
paid by any Subsidiary of Borrower (a) to its corporate parent which is also
a Subsidiary of the Borrower, or (b) to a Borrower.
8.04 "(b)Debt to Consolidated Net Worth - Permit the ratio of its total
Debt to its Consolidated Net Worth to exceed 1.6 to 1.0."
8.04"(e)Maintenance of Fixed Charge Coverage - Permit the ratio of Cash
Flow Available for Fixed Charges to Fixed Charges, to be determined on the
last day of each fiscal quarter for the preceding 12 months, to be less than
1.25 to 1.0 for each of the fiscal quarters ending during the period from the
date of this Loan Agreement and for each fiscal quarter ending thereafter."
"8.05 Investments. Make or permit any of its Subsidiaries to make any
Investment, except (i) purchases of majority of the outstanding stock of any
corporation, (ii) Investments in Borrower, any of its Subsidiaries, or any
Person that is wholly-owned by Borrower and/or its Subsidiaries, not to
exceed in the aggregate twenty-five million dollars ($25,000,000) (iii)
Investments in Cash Equivalents or readily marketable securities having a
quoted market value, (iv) Investments in Persons to the extent permitted by
Section 8.03 hereof, (v) Investments in any partnership, corporation or joint
venture the sole purposes of which is to obtain land and improvements used in
the ordinary course of business of Borrower or any of its Subsidiaries, which
Investments under this subsection (v) shall not exceed $75,000,000 in the
aggregate, (vi) loans or advances to employees in the ordinary course of
business that do not exceed $5,000,000 in the aggregate, (vii) any loans or
guaranties made by Borrower or any of its Subsidiaries to or for the benefit
of Sunbelt or any of its Subsidiaries not exceeding an aggregate principal
amount of $12,000,000 at any one time outstanding, (viii) any loans or
guaranties made by Borrower or any of its Subsidiaries to or for the benefit
of Pier Retail Group Limited not exceeding an aggregate principal amount of
$6,500,000 at any one time outstanding, (ix) any stock or securities of
Sunbelt which Borrower or any of its Subsidiaries acquires through
foreclosure of any lien or security interest held by Borrower or any of its
Subsidiaries on such stock or securities, and (x) loan participation programs
for a period not to exceed seven days with credit risk to companies with
long-term debt rating by Standard & Poor's or Moody's of not less than single
A."
ARTICLE III
Representations, Warranties, Ratification and Reaffirmation
Section 3.01 Representations and Warranties. Borrowers hereby
represent and warrant that: (i) the representations and warranties contained
in the Agreement and the other Loan Documents are true and correct on and as
of the date hereof as though made on and as of the date hereof, (ii) no event
has occurred and is continuing that constitutes an Event of Default or would
constitute an Event of Default but for the requirement of notice or lapse of
time or both, and (iii) there are no claims or offsets against, or defenses
or counterclaims to, the obligations of Borrowers under the Agreement or any
of the other Loan Documents (including without limitation, any defenses or
offsets resulting from or arising out of breach of contract or duty, the
amount of interest charged, collected or received on the Note heretofore, or
breach of any commitments or promises of any type).
Section 3.02 Ratification. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and the other Loan Documents, but except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect, Borrowers hereby agreeing that the
Agreement and the Loan Documents are and shall continue to be outstanding,
validly existing and enforceable in accordance with their respective terms.
Section 3.03 Renewal Note. Contemporaneously with the execution of this
Amendment, Pier 1 shall execute and deliver to Bank a Promissory Note of even
date herewith (the "Renewal Note"), payable to the order of Bank in the
original principal amount of $25,000,000.00. The Renewal Note shall be in
renewal, extension and modification, but not extinguishment, of the Note.
Effective as of the date hereof, each reference in the Agreement and the
other Loan Documents to the Note shall mean a reference to the Note as
renewed, extended and modified by the Renewal Note.
Section 3.04 New Guarantor. Effective as of the date hereof, Pier 1
Assets, Inc., a Delaware corporation ("Assets") shall become a Pier
Guarantor, a PIR Guarantor and a U.S. Guarantor under the Agreement for all
purposes. Borrowers shall cause Assets to execute and deliver a guaranty
agreement in form and substance satisfactory to Bank, and such guaranty
agreement shall constitute a Pier 1 Guaranty Agreement, a U.S. Guaranty
Agreement and a PIR Guaranty Agreement for all purposes.
ARTICLE IV
Miscellaneous
Section 4.01 Reference to Agreement. Each of the Loan Documents is
hereby amended so that any reference in the Loan Documents to the Agreement
shall mean a reference to the Agreement as amended hereby.
Section 4.02 Guarantors. Each of the undersigned Guarantors
acknowledges and agrees to the terms and provisions of this Amendment and
agrees that each Guaranty Agreement executed by such Guarantor shall not be
impaired hereby and shall remain in full force and effect.
Section 4.03 Execution in Counterparts. This Amendment may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Section 4.04 Governing Law. This Amendment has been entered into in
Dallas County, Texas and shall be performable for all purposes in Dallas
County, Texas. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. Courts within the State of Texas shall have
jurisdiction over any and all disputes arising under or pertaining to this
Amendment; and venue in any such dispute shall be laid in Dallas County,
Texas.
Section 4.05 Parties Bound. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that Borrowers shall not assign any rights,
powers, duties or obligations hereunder.
EXECUTED as of the date first above written.
BORROWERS:
PIER 1 IMPORTS, INC .
By:________________________
Name:______________________
Title:_____________________
PIER 1 IMPORTS (U.S.), INC.
By:________________________
Name:______________________
Title:_____________________
PIR TRADING, INC.
By:________________________
Name:______________________
Title:_____________________
GUARANTORS:
a) Pier 1 Guarantors:
PIER 1 LICENSING, INC., a
Delaware corporation as successor
in interest by merger to CMEI, Inc.
and PIER 1 IMPORTS HOLDING, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 IMPORTS (U.S.), INC.
By:________________________
Name:______________________
Title:_____________________
PIR TRADING, INC.
By:________________________
Name:______________________
Title:_____________________
PIER LEASE, INC. F/K/A PIR
TRANSPORTATION, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 ASSETS, INC.
By:________________________
Name:______________________
Title:_____________________
b) PIR Guarantors:
PIER 1 IMPORTS, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 LICENSING, INC., a Delaware
corporation as successor in interest
by merger to CMEI, Inc. and PIER 1
IMPORTS HOLDING, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 IMPORTS (U.S.), INC.
By:________________________
Name:______________________
Title:_____________________
PIER LEASE, INC. F/K/A PIR
TRANSPORTATION, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 ASSETS, INC.
By:________________________
Name:______________________
Title:_____________________
c) U.S. Guarantors:
PIER 1 IMPORTS, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 LICENSING, INC., a Delaware
corporation as successor in interest
by merger to CMEI, Inc. and PIER 1
IMPORTS HOLDING, INC.
By:________________________
Name:______________________
Title:_____________________
PIR TRADING, INC.
By:________________________
Name:______________________
Title:_____________________
PIER LEASE, INC. F/K/A PIR
TRANSPORTATION, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 ASSETS, INC.
By:________________________
Name:______________________
Title:_____________________
BANK:
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By:________________________
Name:______________________
Title:_____________________
THIRD AMENDMENT TO
REVOLVING CREDIT LOAN AGREEMENT
This THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (this
"Amendment") is entered into as of January 30, 1994, by and among PIER 1
IMPORTS, INC., a Delaware corporation ("Pier 1"), Pier 1 Imports (U.S.),
Inc., a Delaware corporation ("U.S."), PIR Trading, Inc., a Delaware
corporation ("PIR") (Pier 1, U.S. and PIR being sometimes referred to herein
individually as a "Borrower" and collectively as "Borrowers"), and BANK ONE,
TEXAS, NATIONAL ASSOCIATION ("Bank").
WHEREAS, Borrowers and Bank entered into that certain Revolving Credit
Loan Agreement dated August 14, 1992 as amended by that certain First
Amendment to Revolving Credit Loan Agreement dated July 31, 1993, and by that
certain Second Amendment To Revolving Credit Loan Agreement (the "Second
Amendment") dated September 30, 1993 (together the "Agreement") relating to
credit facilities extended by Bank to Borrowers in the aggregate amount of
$35,000,000.00; and
WHEREAS, Pier 1 and Bank entered into that certain Amended and Restated
Loan Agreement dated as of June 4, 1992, as amended by that certain First
Amendment to Amended and Restated Loan Agreement dated August 1, 1992, that
certain Second Amendment to Amended and Restated Loan Agreement dated August
1, 1993, and that certain Third Amendment to Amended and Restated Loan
Agreement dated October 1, 1993 (together the "Restated Agreement") relating
to a credit facility extended by Bank to Pier 1 in the principal amount of
$16,000,000.00; and
WHEREAS, Borrowers and Bank now desire to modify the Agreement,
consolidate the credit facility governed by the Restated Agreement into an
extension and modification of the credit facilities governed by the
Agreement, and reduce the total of the consolidated credit facilities to
$50,000,000.00 as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties, and agreements contained herein, and for other
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Borrowers and Bank covenant and agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. Except as expressly provided herein to the
contrary, the terms used in this Amendment, to the extent not otherwise
defined herein. shall have the same meanings as in the Agreement.
ARTICLE II
Amendments
Section 2.01. Agreement Amendments. Effective as of the date hereof,
the Agreement is hereby amended as follows:
(a) Section 1.27 is amended to read as follows:
"1.27 "Committed Sum" shall mean $50,000,000.00."
(b) Section 1.131 is amended to read as follows:
"1.131. "Termination Date" shall mean August 30, 1994."
(c) Section 3.01 is amended to provide that the Revolving Credit Note shall
be in the amount of $50,000,000.00.
(d) Section 3.03 is amended to change the reference to "January 30, 1994"
to "August 30, 1994".
(e) Section 2.03 is amended to provide that issuance of Commercial Letters
of Credit shall not be limited by "the Commercial Letter of Credit Limit less
the aggregate amount of all Letter of Credit Disbursements to the extent not
reimbursed by PIR or U.S.", but rather shall be limited only by application
of the Borrowing Limit.
(f) Section 2.05 is amended to provide that issuance of Standby Letters of
Credit shall not be limited by "the Standby Letters of Credit Limit less the
aggregate amount of all Letter of Credit Disbursements to the extent not
reimbursed by PIR or U.S.", but rather shall be limited only by application
of the Borrowing Limit.
(g) Section 2.07 is amended to provide that acceptance of Time Drafts shall
not be limited by "the Banker's Acceptance Limit less the aggregate amount of
all Letter of Credit Disbursements to the extent not reimbursed by PIR or
U.S.", but rather shall be limited only by application of the Borrowing
Limit.
(h) The second sentence in Section 2.02 is amended to provide in its
entirety as follows: "Pier 1 shall furnish to Bank the Request for Borrowing
not later than 11:00 a.m. on the requested Negotiated Borrowing date (which
must be a Business Day) and prior to noon Fort Worth, Texas time on the
requested borrowing date (which must be a Business Day) for a Floating Prime
Borrowing."
ARTICLE III
Modification
Section 3.01. Consolidation and Renewal. As of this date, the unpaid
principal balance of the Revolving Credit Promissory Note which evidences the
credit facility governed by the Restated Agreement, is $_________________.
Contemporaneously with the execution of this Amendment, Pier 1 shall execute
and deliver to Bank a Promissory Note (the "New Note") of even date herewith,
payable to the order of Bank, in the stated principal amount of
$50,000,000.00. The New Note shall include, inter alia, the renewal of the
unpaid principal balance, as of this date, of the above Revolving Credit
Promissory Note and the $_____________ unpaid principal balance of the
Renewal Note as defined in the Second Amendment. The New Note shall be
governed exclusively by the Agreement, as hereby amended.
ARTICLE IV
Representations, Warranties, Ratification and Reaffirmation
Section 4.01. Representations and Warranties. Borrowers hereby
represent and warrant that: (i) the representations and warranties contained
in the Agreement and the other Loan Documents are true and correct on and as
of the date hereof as though made on and as of the date hereof, (ii) no event
has occurred and is continuing that constitutes an Event of Default or would
constitute an Event of Default but for the requirement of notice or lapse of
time or both, and (iii) there are no claims or offsets against, or defenses
or counterclaims to, the obligations of Borrowers under the Agreement or any
of the other Loan Documents (including without limitation, any defenses or
offsets resulting from or arising out of breach of contract or duty, the
amount of interest charged, collected or received on the Note heretofore, or
breach of any commitments or promises of any type).
Section 4.02. Ratification. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and the other Loan Documents, but except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect, Borrowers hereby agreeing that the
Agreement and the Loan Documents are and shall continue to be outstanding,
validly existing and enforceable in accordance with their respective terms.
Section 4.03. Note. Effective as of the date hereof, each reference in
the Agreement and the other Loan Documents to the Note shall mean a reference
to the Note as renewed, extended and modified by the New Note.
ARTICLE V
Miscellaneous
Section 5.01. Reference to Agreement. Each of the Loan Documents is
hereby amended so that any reference in the Loan Documents to the Agreement
shall mean a reference to the Agreement as amended hereby.
Section 5.02. Guarantors. Contemporaneously with the execution of this
Amendment, Borrowers will cause each of the Guarantors to respectively
execute new Guaranty Agreements in form and substance as required by Bank.
Section 5.03. Execution in Counterparts. This Amendment may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.
Section 5.04. Governing Law. This Amendment has been entered into in
Dallas County, Texas and shall be performable for all purposes in Dallas
County, Texas. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. Courts within the State of Texas shall have
jurisdiction over any and all disputes arising under or pertaining to this
Amendment; and venue in any such dispute shall be laid in Dallas County,
Texas.
Section 5.05. Parties Bound. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that Borrowers shall not assign any rights,
powers, duties or obligations hereunder.
EXECUTED as of the date first above written.
BORROWERS:
PIER 1 IMPORTS, INC.
By:________________________
Name:______________________
Title:_____________________
PIER 1 IMPORTS (U.S.), INC.
By:________________________
Name:______________________
Title:_____________________
PIR TRADING, INC.
By:________________________
Name:______________________
Title:_____________________
BANK:
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By:________________________
Name:______________________
Title:_____________________