Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
This Second Amendment to Credit Agreement (this "Second Amendment") is made
as of the 31st day of May, 2007 by and among
PIER 1 IMPORTS (U.S.), INC. (in such capacity, the "Borrower"), a Delaware
corporation with its principal executive offices at 100 Pier 1 Place, Fort
Worth, Texas 76102; and
BANK OF AMERICA, N.A., a national banking association with offices at 100
Federal Street, Boston, Massachusetts 02110, as administrative agent (in such
capacity, the "Administrative Agent") for its own benefit and the benefit of the
other Credit Parties; and
BANK OF AMERICA, N.A., a national banking association with offices at 100
Federal Street, Boston, Massachusetts 02110, as collateral agent (in such
capacity, the "Collateral Agent") for its own benefit and the benefit of the
other Credit Parties;
The LENDERS party hereto;
WELLS FARGO RETAIL FINANCE, LLC, a, a Delaware limited liability company
with offices at One Boston Place - 19th Floor, Boston, Massachusetts 02109, as
Syndication Agent; and
JPMORGAN CHASE BANK, N.A., a national banking association with offices at
2200 Ross Avenue, 6th Floor, Dallas, Texas 75201, as Documentation Agent;
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
WITNESSETH
----------
WHEREAS, the Borrower, Pier 1 Kids, Inc., the Lenders, the Administrative
Agent, the Collateral Agent and the Issuing Bank entered into a Credit Agreement
dated as of November 22, 2005, as amended as of July 28, 2006 (as amended,
modified, supplemented, restated or otherwise modified and in effect from time
to time, the "Credit Agreement"); and
WHEREAS, Pier 1 Kids, Inc. has merged with and into the Borrower; and
WHEREAS, the parties desire to amend the terms and conditions of the Credit
Amendment as set forth herein.
NOW THEREFORE, it is hereby agreed as follows:
1. Definitions. All capitalized terms used herein and not otherwise defined
shall have the same meaning herein as in the Credit Agreement.
1
2. Amendment to Article I. The provisions of Article I of the Credit Agreement
are hereby amended as follows:
(a) The definition of "Applicable Margin" is hereby deleted in its
entirety and the following substituted in its stead:
"Applicable Margin" means:
(a) From and after the Second Amendment Effective Date until the first
Adjustment Date after the Second Amendment Effective Date, the percentages
set forth in Level III of the Pricing Grid below; and
(b) On the first day of each January, April, July and October of each
year (each, an "Adjustment Date"), commencing July 1, 2007, the Applicable
Margin shall be determined from such Pricing Grid based upon Average Daily
Availability for the most recently ended three month period immediately
preceding such Adjustment Date; provided that, upon the occurrence of an
Event of Default, upon written notice from the Administrative Agent, the
Applicable Margin shall be immediately increased to that set forth in Level
I (even if the Average Daily Availability requirements for a different
Level have been met) and interest shall accrue at the Default Rate.
--------------------- ----------------------------------
Level Average Daily LIBO Applicable Prime Rate
Availability Margin Applicable Margin
--------------------- ----------------------------------
I Less than or 1.50% 0%
equal to
$85,000,000
--------------------- ----------------------------------
II Greater than 1.25% 0%
$85,000,000
but less than
or equal to
$160,000,000
--------------------- ----------------------------------
III Greater than 1.00% 0%
$160,000,000
but less than
or equal to
$245,000,000
--------------------- ----------------------------------
IV Greater than 0.75% 0%
$245,000,000
--------------------- ----------------------------------
2
(b) The definition of "Borrowing Base" is hereby deleted in its entirety
and the following substituted in its stead:
"Borrowing Base" means, at any time of calculation, an amount equal to:
(i) the face amount of Eligible Credit Card Receivables multiplied by
the Credit Card Advance Rate;
plus
----
(ii) (A) until the provisions of clause (B) become effective, the Cost
of Eligible Inventory, net of Inventory Reserves multiplied by the
Inventory Advance Rate; and (B) upon the completion of the appraisal
described in the final sentence of Section 5.08(b), from and after the
delivery of the Borrowing Base Certificate in August, 2007, Appraised
Inventory Value of Eligible Inventory, net of Inventory Reserves,
multiplied by the Appraisal Percentage;
plus
----
(iii) the Private Label Credit Card Advance Rate multiplied by the
Appraisal Value of Eligible Private Label Receivables;
plus
----
(iv) the lesser of (A) the FMV of Eligible Real Estate multiplied by
the Real Estate Advance Rate; or (B) that amount which is not more than 25%
of the aggregate amounts then available under clauses (i) through (iv) of
this definition;
minus
-----
(v) the then amount of all Availability Reserves and Realty Reserves.
(c) The definition of "Issuing Banks" is hereby deleted in its entirety and
the following substituted in its stead:
"Issuing Banks" means, individually and collectively, in its capacity as an
issuer of Letters of Credit hereunder, any Lender (or any Person who was a
Lender (or an Affiliate of such Lender at such time) at the time of
issuance of the Letter of Credit). Any Lender, as Issuing Bank, may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Bank, in which case the term "Issuing Bank"
shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate
(d) The definition of "Letter of Credit" is hereby deleted in its entirety
and the following substituted in its stead:
3
"Letter of Credit" means a letter of credit that is issued by an Issuing
Bank pursuant to this Agreement for the account of a Borrower, constituting
either a Standby Letter of Credit or Commercial Letter of Credit, issued in
connection with the purchase of Inventory by a Borrower and for other
purposes for which such Borrower has historically obtained letters of
credit, or for any other purpose that is reasonably acceptable to the
Administrative Agent, and in form reasonably satisfactory to the Issuing
Bank, provided that any Letter of Credit issued by a Person who was a
Lender (or an Affiliate of such Lender at such time) at the time of
issuance of a Letter of Credit, but is no longer a Lender, shall be deemed
a Letter of Credit hereunder (other than for purposes of Sections 2.19(c)
and (d)) only until (i) such Letter of Credit has expired without being
drawn, been returned undrawn, or has been otherwise terminated, or (ii) the
amounts available thereunder have been drawn and such Person has received
reimbursement for such drawing. Letters of Credit may permit payment by
presentation of either a sight draft or a time draft (not to exceed 90
days) as selected by the Borrower. Without limiting the foregoing, all
Existing Letters of Credit shall be deemed to have been issued hereunder.
All Banker's Acceptances and all Existing Letters of Credit shall for all
purposes be deemed to be, and shall be subject to all provisions relating
to, "Letters of Credit" hereunder.
(e) The definition of "Maturity Date" is hereby deleted in its entirety and
the following substituted in its stead:
"Maturity Date" means May 31, 2012.
(f) The definitions of "Lead Borrower" and "Borrowers" are hereby deleted
in their entirety and the following substituted in their stead:
"Borrower" means Pier 1 Imports, (U.S.), Inc. All references in this
Agreement to "Lead Borrower" or to "Borrowers" shall mean and refer to the
Borrower.
(g) The definition of "Permitted Dispositions" is hereby amended as
follows:
(i) by deleting clause (b) thereof in its entirety and substituting
the following in its stead:
(b) in addition to Dispositions of Inventory described in clause
(f) of this definition, bulk sales or other dispositions of the
Borrowers' Inventory not in the ordinary course of business in an
amount not to exceed (i) in any Fiscal Year of the Parent and its
Subsidiaries, 10% of the Cost of the Borrowers' Eligible Inventory as
of the first day of such Fiscal Year, and (ii) in the aggregate from
and after the Second Amendment Effective Date, 25% of the Cost of the
Borrowers' Inventory as of the end of the fiscal month immediately
preceding the Second Amendment Effective Date, provided that all sales
of Inventory in connection with stores that are closed within any
twelve month period (other than those stores listed on Schedule 1.11
hereof) which are in the aggregate in excess of 10% of the stores
operated as of the Second Amendment Effective Date shall be in
accordance with liquidation agreements and with professional
liquidators reasonably acceptable to the Administrative Agent;
4
(ii) by deleting clause (e) thereof in its entirety and substituting
the following in its stead:
(e) (i) sales, sale-leaseback transactions and dispositions of assets
of Real Estate included in the Borrowing Base as long as (A) no
Default or Event of Default then exists or would arise therefrom, and
(B) the Borrower has furnished the Administrative Agent with
projections for the 180 day period after such sale or disposition,
reasonably satisfactory to the Administrative Agent, demonstrating
that Availability is projected on a pro forma basis to be at all times
at least 30% of the Borrowing Base; (ii) any other sales or
sale-leaseback transactions and dispositions of any real property
owned by any of the Loan Parties (other than Real Estate included in
the Borrowing Base, as to which clause (e)(i) of this definition shall
apply), and (iii) as long as no Default or Event of Default then
exists or would arise therefrom, sales, leases and dispositions of any
oil, gas and other minerals on, in or under any Real Estate;
(iii) by relettering clause (f) as clause (g) and adding the following new
clause (f):
(f) Dispositions of Inventory in an amount not to exceed $32,500,000
at Cost and more particularly described in Schedule 1.10 hereof.
(h) The following new definitions are hereby inserted into the Credit
Agreement in appropriate alphabetical order:
(i) "Appraisal Percentage" means 90%.
(ii) "Appraised Inventory Value" means the net appraised liquidation
value (which is expressed as a percentage) of the Borrower's Eligible
Inventory as set forth in the Borrower's inventory stock ledger as
determined from time to time by an independent appraiser reasonably
satisfactory to the Administrative Agent.
5
(iii) "Banker's Acceptance" means a time draft or bill of exchange (in
each case, payable not more than 90 days duration from acceptance) relating
to a Commercial Letter of Credit which has been accepted by an Issuing
Bank.
(iv) "Convertible Notes" means the 6.375% convertible senior notes due
2036 issued by Pier 1 Imports, Inc. in February 2006.
(v) "Deed of Trust" means the Deeds of Trust, Security Agreements and
Assignments executed by the Loan Party owning the Real Estate encumbered
thereby for the benefit of the Collateral Agent and the Credit Parties.
(vi) "Eligible Real Estate" means Real Estate acceptable to the
Administrative Agent in its reasonable discretion to be eligible for
inclusion in the calculation of the Borrowing Base, and without limiting
the foregoing, satisfies each of the following conditions:
a) a Loan Party owns fee title thereto and is occupied by a Loan
Party and/or a lessee of a Loan Party;
b) the applicable Loan Party has executed and delivered to the
Collateral Agent such Deeds of Trust and other security documents
as the Collateral Agent may reasonably request;
c) the applicable Loan Party shall have delivered to the Collateral
Agent a Title Insurance Policy issued by the Title Company,
environmental studies, and other real estate items, as reasonably
required by, and reasonably satisfactory to, the Collateral
Agent, including, but not limited to, those items required by
FIRREA;
d) the Collateral Agent has a perfected first-priority lien in such
Real Estate for the benefit of the Credit Parties;
e) such Real Estate has been appraised by a third party appraiser
reasonably acceptable to the Administrative Agent;
f) such Real Estate is free and clear of any Lien other than Liens
set forth in the Title Insurance Policy furnished for such Real
Estate; and
g) as to which the mortgagor is in compliance with the
representations, warranties and covenants set forth in the Deed
of Trust relating to such property, unless the Administrative
Agent, in its discretion, otherwise determines to waive this
requirement in the determination of Eligible Real Estate.
6
(vii) "FIRREA" means The Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended, and the rules and regulations adopted
pursuant thereto.
(viii) "FMV" means, as to any Eligible Real Estate, the fair market
value of such Eligible Real Estate determined in accordance with an
independent appraisal reasonably acceptable to the Administrative Agent,
which appraisal shall assume, among other things, a marketing time of not
greater than six (6) months.
(ix) "Real Estate Advance Rate": means 50%.
(x) "Realty Reserves" means such reserves as the Administrative Agent
from time to time determines in the Administrative Agent's reasonable
discretion as being appropriate to reflect the impediments to the Agents'
ability to realize upon any Eligible Real Estate. Without limiting the
generality of the foregoing, Realty Reserves may include (but are not
limited to) reserves for (i) environmental remediation, (ii) municipal
taxes and assessments having priority over the Lien of the Collateral
Agent, (iii) major repairs not covered by insurance, and (iv) remediation
of title defects.
(xi) "Second Amendment Effective Date" means May 31, 2007.
(xii) `Title Insurance Company" means Chicago Title Insurance Company
or such other company as the Agents and the Borrower may agree.
(xiii) "Title Insurance Policy" means, in relation to each parcel of
Real Estate subject to a Deed of Trust, an ALTA standard form (or if the
Real Estate is not in a state that issues ATLA policies, in the equivalent
standard form for such state) title insurance policy issued by the Title
Insurance Company (with such reinsurance or co-insurance as the Agents may
require, any such reinsurance to be with direct access endorsements) in
such amount as may be determined by the Agents (not exceeding $65 million)
insuring the priority of the Deed of Trust of such Real Estate and that one
of the Loan Parties holds marketable (or in Texas, indefeasible) fee simple
or leasehold title to such Real Estate, subject only to the encumbrances
permitted by such Deed of Trust and which shall not contain exceptions for
mechanics liens, persons in occupancy or matters which would be shown by a
survey (except as may be permitted by such Deed of Trust), shall not insure
over any matter except to the extent that any such affirmative insurance is
acceptable to the Agents in their reasonable discretion, and shall contain
such endorsements and affirmative insurance as the Agents in their
reasonable discretion may require, including but not limited to (a)
comprehensive endorsement, (b) variable rate of interest endorsement, (c)
usury endorsement, (d) revolving credit endorsement, (e) tie-in
endorsement, and (f) doing business endorsement.
7
3. Amendments to Article II. The provisions of Article II of the Credit
Agreement are hereby amended as follows:
(a) The provisions of Section 2.01(a)(ii) are hereby amended by deleting
the number "$200,000,000" appearing therein and substituting the number
"$250,000,000" in its stead.
(b) The provisions of Section 2.02(b) are hereby amended by deleting the
word "and" at the end of clause (v), renumbering clause (vi) as clause (vii) and
inserting the following new clause (vi):
(vi) The Borrowers and the Administrative Agent shall have agreed on an
amendment to the "Average Daily Availability" levels in Pricing Grid included in
the definition of "Applicable Margin" to reflect the increased Commitments.
(c) The provisions of Section 2.13(a) are hereby amended by deleting the
number "$200,000,000" appearing in clause (i) of the first proviso thereto and
substituting the number "$250,000,000" in its stead.
4. Amendments to Article V. The provisions of Article V of the Credit
Agreement are hereby amended as follows:
(a) Section 5.01 is hereby amended by deleting the word "and" at the end of
clause (i), relettering clause (j) as clause (k) and inserting the following new
clause (j):
(j) as soon as available, but in any event at least 30 days after the end
of each Fiscal Year of the Parent, forecasts prepared by management of the
Parent, in form satisfactory to the Administrative Agent, of (i) the
forecasted consolidated balance sheets of the Parent and its Subsidiaries
as of the end of the immediately following Fiscal Year, (ii) the forecasted
consolidated statements of income or operations and consolidated cash
forecasts on a quarterly basis, and (iii) Availability on a monthly basis,
in each case, for the immediately following Fiscal Year (including the
Fiscal Year in which the Maturity Date occurs).
(b) Section 5.08(b) is hereby amended as follows:
(i) By deleting the words "after the occurrence and during the
continuance of a Cash Dominion Event" at the beginning of clause (y)
thereto.
(ii) By adding the following new sentence at the end of such section:
8
In any event, and without limiting the foregoing, the Borrower shall
permit the Administrative Agent to undertake and complete, at the
Borrower's expense, an appraisal of the Borrower's Inventory on or
before July 31, 2007. Further, the Administrative Agent may undertake
one (1) appraisal of any Real Estate included in the Borrowing Base in
each calendar year at the expense of the Loan Parties (provided that
the Administrative Agent may, in its reasonable discretion, if any
Event of Default exists, cause additional Real Estate appraisals to be
undertaken as the Administrative Agent reasonably determines (each, at
the expense of the Loan Parties)).
(c) Section 5.11 is hereby amended by deleting the final sentence thereof
and substituting the following in its stead:
No part of the proceeds of any Loan will be used, whether directly or
indirectly, (i) for any purpose that entails a violation of any of the
regulations of the Board, including Regulations U and X, or (ii) for
the purchase, repayment, redemption, retirement, acquisition,
cancellation or termination of the Convertible Notes.
5. Amendment to Article VI. The provisions of Section 6.10 of the Credit
Agreement are hereby deleted in their entirety and the following substituted in
their stead:
If Availability is at any time in less than or equal to ten percent
(10%) of the Revolving Credit Ceiling, the Borrower shall not permit
the Fixed Charge Coverage Ratio, calculated on a trailing twelve (12)
month basis, to be less than 1.10: 1.00. Such Fixed Charge Coverage
Ratio shall be first tested as of the Fiscal Month ending immediately
prior to the date that Availability is first less than or equal to ten
percent (10%) of the Revolving Credit Ceiling, and shall continue to
be tested monthly until Availability has exceeded ten percent (10%) of
the Revolving Credit Ceiling on each day for two (2) consecutive
Fiscal Months. To the extent that the Fixed Charge Coverage Ratio is
being tested in accordance herewith, within fifteen (15) days after
the end of each Fiscal Month of the Parent, the Lead Borrower shall
furnish the Administrative Agent with Consolidated balance sheets,
Consolidated statements of operations, and cash flows of the Parent,
as of the end of and for such Fiscal Month and the elapsed portion of
the Fiscal Year, setting forth in each case in comparative form the
Consolidated figures for the previous Fiscal Year.
6. Amendment to Article IX. The provisions of Article IX of the Credit
Agreement are hereby amended as follows:
9
(a) The provisions of Section 9.01 are hereby amended to delete the address
appearing in clause (b) thereof and substitute the address 100 Federal Street,
Boston, Massachusetts 02110 in its stead.
(b) The provisions of Section 9.02(b)(ii) are hereby amended by adding the
following at the end thereof:
provided that the foregoing shall not limit the rights of the
Administrative Agent to amend the Pricing Grid in accordance with
Section 2.02(b)(vi) hereof;
(c) The provisions of Section 9.04(b) are hereby amended by adding the
following at the end of the first proviso thereto:
provided further that no such consent of the Lead Borrower shall be
required in connection with the assignment of up to $50,000,000 of the
Commitments of Bank of America, N.A. after the Second Amendment
Effective Date;
(d) The following new Section 9.19 is hereby inserted in the Credit
Agreement:
SECTION 9.19 Real Estate Release. Notwithstanding anything to the
contrary in this Agreement or any of the other Loan Documents, the
Administrative Agent and Lenders shall release all Liens on any Real
Estate that is Collateral upon request by Borrower (a) in connection
with a Permitted Disposition described in clauses (e)(i) or (e)(ii) of
the definition of such term, (b) the Obligations have been paid in
full and the Commitments have terminated, or (c) if no Default or
Event of Default then exists or would arise therefrom and the Borrower
has furnished the Administrative Agent with projections for the 180
day period after such release, reasonably satisfactory to the
Administrative Agent, demonstrating that Availability is projected on
a pro forma basis to be at all times at least 30% of the Borrowing
Base.
7. Amendment to Schedules. The Schedules are hereby amended by
(a) deleting Schedule 1.1 and substituting a new Schedule 1.1 in the form
annexed hereto in its stead.
(b) adding new Schedules 1.10 and 1.11 in the form annexed hereto.
8. Conditions to Effectiveness. This Second Amendment shall not be
effective until each of the following conditions precedent has been fulfilled to
the satisfaction of the Administrative Agent:
10
(a) This Second Amendment shall have been duly executed and delivered by
the Borrowers, the Facility Guarantors, the Administrative Agent, the Collateral
Agent and the Lenders. The Administrative Agent shall have received a fully
executed copy hereof and of each other document required hereunder.
(b) All necessary consents and approvals to this Second Amendment shall
have been obtained.
(c) The Agents shall have received legal opinions from counsel to the
Borrower reasonably satisfactory in form and substance to the Agents.
(d) The Borrowers shall have paid to the Administrative Agent, (i) for the
benefit of the Lenders, an amendment fee in the amount of $406,250, and (ii)
those fees described in an Amendment Fee Letter of even date herewith.
(e) The Agents shall have completed of due diligence, including real estate
title examinations by Rattikin Title Company or such other company as the Agent
and the Borrower may agree), real estate appraisals, and Phase I environmental
site assessments from Benchmark Environmental (or such other company as the
Agent and the Borrower may agree), the results of which shall be reasonably
satisfactory to the Agents.
(f) The Agents shall have filed all deeds of trust and shall have given all
such notices as may be necessary for the Agents to perfect their liens in the
Real Estate included in the Borrowing Base for itself and for the benefit of the
Lenders and to assure its first priority status therein.
(g) Any other information (financial or otherwise) reasonably requested by
the Agents shall have been received by, and shall be in form and substance
reasonably satisfactory to the Agents. Without limiting the foregoing, the
Agents shall have received a satisfactory Title Insurance Policy from the Title
Insurance Company insuring the Agents' interest in the Real Estate included in
the Borrowing Base containing such endorsements as the Agents may reasonably
require.
(h) No material misstatements in or omissions from the materials previously
furnished to the Agents for its review. The Agents must be satisfied that any
financial statements delivered to them fairly present the business and financial
condition of the Borrower and its Subsidiaries, and that there has been no
material adverse change in the assets, business, financial condition, income or
prospects of the Borrower since the date of the most recent financial
information delivered to the Agents.
(i) There shall not exist any litigation or other proceeding the result of
which could reasonably be expected to have a material adverse effect on the
Borrower.
(j) The absence of any default of any material contract or agreement of the
Borrower or any of its Subsidiaries
11
(k) No Default or Event of Default shall have occurred and be continuing,
both before and immediately after giving effect to the execution of this Second
Amendment.
9. Miscellaneous.
(a) Except as provided herein, all terms and conditions of the Credit
Agreement and the other Loan Documents remain in full force and effect. The Loan
Parties hereby ratify, confirm, and reaffirm all of the representations,
warranties and covenants therein contained, other than representations and
warranties that relate solely to an earlier date.
(b) The Loan Parties hereby acknowledge and agree that they have no
offsets, defenses, claims, or counterclaims against the Agents or any Lender or
the Issuing Bank, or any of their respective officers, directors, employees,
attorneys, representatives, predecessors, successors, or assigns with respect to
the Loan Documents, the Obligations, or otherwise, and that if the Loan Parties
now have, or ever did have, any offsets, defenses, claims, or counterclaims
against the Agents or any Lender or the Issuing Bank, or any of their respective
officers, directors, employees, attorneys, representatives, predecessors,
successors, or assigns, whether known or unknown, at law or in equity, all of
them are hereby expressly WAIVED, and the Loan Parties hereby RELEASE the Agents
and each Lender and the Issuing Bank, and each of their respective officers,
directors, employees, attorneys, representatives, predecessors, successors, and
assigns from any liability therefor.
(c) The Borrowers shall pay all reasonable out-of-pocket costs and expenses
incurred by the Administrative Agent in connection with this Second Amendment,
including, without limitation, all reasonable attorneys' fees (which attorneys'
fees, exclusive of out-of-pocket expenses, shall not exceed $25,000).
(d) This Second Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered, shall be an original, and all of which together shall constitute one
instrument.
(e) NOTICE OF INDEMNIFICATION: THE BORROWER AND FACILITY GUARANTORS HEREBY
ACKNOWLEDGE AND AGREE THAT THE CREDIT AGREEMENT AND THE SECURITY DOCUMENTS
CONTAIN CERTAIN INDEMNIFICATION PROVISIONS (INCLUDING, WITHOUT LIMITATION, THOSE
CONTAINED IN SECTION 9.03 OF THE CREDIT AGREEMENT AND SUBPARAGRAPHS 6(c) AND
26(b) OF THE DEED OF TRUST, WHICH IN CERTAIN CIRCUMSTANCES, COULD INCLUDE AN
INDEMNIFICATION OF THE AGENTS AND THE CREDIT PARTIES FROM CLAIMS OR LOSSES
ARISING AS A RESULT OF THE AGENTS' AND THE CREDIT PARTIES' OWN NEGLIGENCE OR ON
ACCOUNT OF CLAIMS OF STRICT LIABILITY.
12
(f) This Second Amendment expresses the entire understanding of the parties
with respect to the matters set forth herein and supersedes all prior
discussions or negotiations hereon.
(g) By executing this Second Amendment, the undersigned Facility Guarantors
hereby consent to the Second Amendment to Credit Agreement and acknowledge that
their Guarantee remains in full force and effect.
[SIGNATURE PAGES FOLLOW]
13
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed and their seals to be hereto affixed as the date first above
written.
BORROWERS:
PIER 1 IMPORTS (U.S.), INC.
By:___________________________________
Name: Charles H. Turner
Title: Executive Vice President and CFO
FACILITY GUARANTORS:
PIER 1 IMPORTS, INC.
By:____________________________________
Name: Charles H. Turner
Title: Executive Vice President, CFO and Treasurer
PIER 1 ASSETS, INC.
By:____________________________________
Name: Charles H. Turner
Title: Executive Vice President, CFO and Treasurer
PIER 1 LICENSING, INC.
By:____________________________________
Name: Charles H. Turner
Title: Executive Vice President and CFO
14
PIER 1 HOLDINGS, INC.
By:____________________________________
Name: Charles H. Turner
Title: Executive Vice President and CFO
PIER 1 SERVICES COMPANY, a Delaware
statutory trust
By: Pier 1 Holdings, Inc., Managing Trustee
By:_________________________________
Name: Charles H. Turner
Title: Executive Vice President and CFO
PIER 1 VALUE SERVICES, LLC
By: Pier 1 Imports (U.S.), Inc., its sole member
and manager
By:____________________________________
Name: Charles H. Turner
Title: Executive Vice President and CFO
15
BANK OF AMERICA, N.A.
As Administrative Agent, as Collateral Agent, as
Swingline Lender, and as Lender
By:____________________________________
Name: Stephen J. Garvin
Title: Managing Director
Address:
40 Broad Street, 10th Floor
Boston, Massachusetts 02109
Attn: Stephen J. Garvin
Telephone: (617) 434-9399
Telecopy: (617) 434-4339
16
WELLS FARGO RETAIL
FINANCE, LLC,
As Syndication Agent and as Lender
By:_________________________________
Name:______________________________
Title:_______________________________
Address: One Boston Place, 18th fl Boston MA 02108
Telephone:
Telecopy:
JPMORGAN CHASE BANK, N.A.,
As Documentation Agent and as Lender
By:_________________________________
Name:______________________________
Title:_______________________________
Address:
Telephone:
Telecopy:
17
GENERAL ELECTRIC CAPITAL CORPORATION,
As Lender
By:_________________________________
Name:______________________________
Title:_______________________________
Address:
Telephone:
Telecopy:
SUNTRUST BANK,
As Lender
By:_________________________________
Name:______________________________
Title:_______________________________
Address:
Telephone:
Telecopy:
18