EXHIBIT 10.14.2
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS DOCUMENT is entered into as of December 30, 1999, between PIER 1
IMPORTS, INC., a Delaware corporation ("Borrower"), those Lenders (defined
below) who have signed a signature page to this document, BANK OF AMERICA,
N.A. (formerly NationsBank, N.A., as Administrative Agent for Lenders), and
BANK ONE, N.A., (assignee of Bank One, Texas, N.A.) and XXXXX FARGO BANK
(TEXAS), NATIONAL ASSOCIATION, as Co-Agents for Lenders.
Borrower, Lenders, Administrative Agent, and Co-Agents are party to the
Credit Agreement (as it may have been renewed, extended, and amended through
the date of this document, the "Credit Agreement") dated as of November 12,
1998. Borrower and certain Lenders have agreed, upon the following terms
and conditions, to amend the Credit Agreement as provided in Paragraph 2
below. Accordingly, for adequate and sufficient consideration, Borrower,
Required Lenders, and Administrative Agent agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this document (A)
terms defined in the Credit Agreement have the same meanings when used in
this document and (B) references to "Sections," "Schedules," and "Exhibits"
are to the Credit Agreement's section, schedules, and exhibits.
2. AMENDMENT. Section 9.2 is entirely amended as follows:
9.2 RESTRICTED PAYMENTS. No Company may declare, make, or pay any
Restricted Payment (a) while any Default Condition exists or (b) that would
cause the total Restricted Payments by all Companies during any fiscal year
of the Companies to exceed $40,000,000 for all of the Companies.
3. CONDITIONS PRECEDENT. Notwithstanding any contrary provision, the
foregoing paragraph is not effective unless and until (A) the
representations and warranties in this document are true and correct and (B)
Administrative Agent receives (1) counterparts of this document executed by
Borrower, Required Lenders, and each Guarantor, and (2) a $5,000.00
amendment fee for each Lender who has executed the document and delivered it
to Administrative Agent by 5:00 p.m. Dallas time on December 30, 1999, which
Administrative Agent shall promptly pay to such Lenders upon receipt.
4. RATIFICATIONS. To induce Lenders to enter into this document, Borrower
(A) ratifies and confirms all provisions of the Credit Documents as amended
by this document, (B) ratifies and confirms that all guaranties, and
assurances granted, conveyed, or assigned to Administrative Agent or any
Lender under the Credit Documents (as they may have been renewed, extended,
and amended) are not released, reduced, or otherwise adversely affected by
this document and continue to guarantee and assure full payment and
performance of the present and future Obligation, and (C) agrees to perform
those acts and duly authorize, execute, acknowledge, deliver, file, and
record those additional documents, and certificates as Administrative Agent
or any Lender may request in order to create, perfect, preserve, and protect
those guaranties, and assurances.
5. REPRESENTATIONS. To induce Lenders to enter into this document,
Borrower represents and warrants to Lenders that as of the date of this
document (A) all representations and warranties in the Credit Documents are
true and correct in all material respects except to the extent that (1) any
of them speak to a different specific date or (2) the facts on which any of
them were based have been changed by transactions contemplated or permitted
by the Credit Agreement, and (B) no Material-Adverse Event, Event of
Default, or Potential Default exists.
6. EXPENSES. Borrower shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this document, including,
without limitation, the reasonable fees and expenses of Administrative
Agent's counsel in connection with the negotiation, preparation, delivery,
and execution of this document and any related documents.
7. MISCELLANEOUS. All references in the Credit Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this document. This
document is a "Credit Document" referred to in the Credit Agreement;
therefore, the provisions relating to Credit Documents in Sections 1 and 14
are incorporated in this document by reference. Except as specifically
amended and modified in this document, the Credit Agreement is unchanged and
continues in full force and effect. This document may be executed in any
number of counterparts with the same effects as if all signatories had
signed the same document. All counterparts must be construed together to
constitute one and the same instrument. This document binds and inures to
each of the undersigned and their respective successors and permitted
assigns, subject to Section 14.10. THIS DOCUMENT AND THE OTHER CREDIT
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES IN RESPECT OF
THE MATTERS COVERED BY THE CREDIT DOCUMENTS AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first stated above in this First Amendment to
Credit Agreement.
PIER 1 IMPORTS, INC., as Borrower BANK OF AMERICA, N.A., (formerly
NationsBank, N.A.), as
Administrative Agent and a Lender
By ____________________________ By _______________________________
BANK ONE, N.A., (assignee of Bank XXXXX FARGO BANK (TEXAS), NATIONAL
One, Texas, N.A.), as a Co-Agent ASSOCIATION, as a Co-Agent and a
and a Lender Lender
By ____________________________ By _______________________________
THE BANK OF TOKYO-MITSUBISHI, LTD., CHASE BANK OF TEXAS, NATIONAL
as a Lender ASSOCIATION, as a Lender
By ____________________________ By _______________________________
FLEET NATIONAL BANK, as a Lender CREDIT LYONNAIS, NEW YORK BRANCH,
as a Lender
By ____________________________ By _______________________________
CONSENT AND AGREEMENT
To induce Lenders to enter into this document, the undersigned jointly
and severally (a) consent and agree to this document's execution and
delivery, (b) ratify and confirm that all guaranties, assurances, and
subordinations granted, conveyed, or assigned to Administrative Agent or any
Lender under the Credit Documents (as they may have been renewed, extended,
and amended) are not released, diminished, impaired, reduced, or otherwise
adversely affected by this document and continue to guarantee, assure, and
subordinate other debt to the full payment and performance of all present
and future Obligation, (c) agree to perform those acts and duly authorize,
execute, acknowledge, deliver, file, and record those additional guaranties,
and other agreements, documents, instruments, and certificates as Lender may
reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and subordinations, and
(d) waive notice of acceptance of this consent and agreement, which consent
and agreement binds the undersigned and their successors and permitted
assigns and inures to each Lender and its successors and permitted assigns.
PIER 1 SERVICES COMPANY, as a PIER 1 ASSETS, INC.
Guarantor PIER 1 LICENSING, INC.
PIER 1 HOLDINGS, INC.
By: PIER 1 HOLDINGS, INC., PIER 1 IMPORTS, (U.S.), INC.,
Managing Trustee as Guarantor
By _______________________ By _______________________________
