CONSENT TO EXTENSION
The undersigned, constituting
(i) the Majority Investors under and as defined in the Certificate Purchase
Agreement dated as of September 4, 2001 (as heretofore amended, the “Purchase
Agreement”), among Pier 1 Funding, L.L.C., as the transferor (the “Transferor”),
Pier 1 Imports (U.S.), Inc., as the servicer (the “Servicer”), the Class A
Purchasers named therein and JPMorgan Chase Bank, N.A. (as successor to Xxxxxx
Xxxxxxxx Trust Company of New York), as the administrative agent, and
(ii) the parties to the Series 2001-1 Supplement dated as of September 4, 2001
(as heretofore amended, the “Supplement;” unless otherwise defined herein terms
defined in the Supplement are used herein with the meanings ascribed to them
therein), to the Pooling and Servicing Agreement dated as of February 12, 1997,
among the Transferor, the Servicer and Xxxxx Fargo Bank, National Association
(successor by merger to Xxxxx Fargo Bank Minnesota, National Association), as
trustee,
hereby agree, as of this 9th day of March, 2006, that solely with respect to the
reduction of Pier 1’s Long-Term Issuer Credit Rating (Local Currency) below BB by Standard & Poor’s
on February 7, 2006, and the reduction of Pier 1 Imports’ corporate family rating below Ba2 by
Xxxxx’x on February 15, 2006, each reference to “thirty (30) days” in Section 4.18(a) of the
Supplement shall be construed to be a reference to “forty-one (41) days.”
PARK AVENUE RECEIVABLES COMPANY, LLC | |||||
(as successor to Delaware Funding Company, LLC), | |||||
as the sole Structured Investor | |||||
By JPMorgan Chase Bank, N.A., as attorney-in-fact | |||||
By: | |||||
Name: | |||||
Title: |
JPMORGAN CHASE BANK, N.A., as the sole Committed Investor | |||||
By: | |||||
Name: | |||||
Title: | |||||
PIER 1 FUNDING LLC, as the Transferor | |||||
By: | |||||
Name: | |||||
Title: | |||||
PIER 1 IMPORTS (U.S.), INC., as the Servicer | |||||
By: | |||||
Name: | |||||
Title: | |||||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, | |||||
(successor by merger to Xxxxx Fargo Bank Minnesota, National Association), as the Trustee | |||||
By: | |||||
Name: | |||||
Title: |
2