Exhibit 99.2
WAIVER AGREEMENT
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This Waiver Agreement (this "Agreement"), entered into as of April 3, 2006,
is among PIER 1 IMPORTS (U.S.), INC. and PIER 1 KIDS, INC. (collectively, the
"Borrowers"), each other Loan Party (all capitalized terms not defined herein
shall have the meaning given to such term in the Credit Agreement) and each of
the undersigned Lenders.
RECITALS
A. Borrowers and Lenders are parties to that one certain Credit Agreement
dated as of November 22, 2005 (the "Credit Agreement");
B. Borrowers have learned that certain of Parent's financial statements
are not in accord with GAAP as required by the Credit Agreement. More
specifically, the Parent had not appropriately reflected the exchange of its
proprietary credit card receivables for its retained interest in the securitized
receivables as a non-monetary transaction. As a result, both cash provided by
operating activities and cash used in investing activities were overstated in
the consolidated statements of cash flows in each of the three years ended
February 26, 2005 and the fiscal 2006 quarterly periods;
C. Borrowers have requested that Required Lenders waive any defaults that
might have arisen under the Credit Agreement and the other Loan Documents
related thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties hereto agree as follows:
1. Waiver. The undersigned Lenders, being the Required Lenders necessary
for the waiver herein, hereby waive any Default or Event of Default, which has
arisen under Sections 3.04, 3.11, 5.01, and 7.01(c) of the Credit Agreement,
resulting from the Parent's Statements of Cash Flows not being classified in
compliance with GAAP on financial statements delivered prior to the date of this
Agreement.
2. Status of the Credit Agreement. This Agreement is limited solely for
the purpose and to the extent expressly set forth herein, and nothing herein
contained or implied shall constitute a waiver or amendment of (a) the
provisions of Sections 3.04, 3.11, 5.01, and 7.01(c) of the Credit Agreement on
any other occasion or (b) any other term or condition of the Credit Agreement,
any of the Loan Documents or of any right, power or remedy of Lenders with
respect to thereto, each of which remain in full force and effect as written.
Notwithstanding the foregoing waiver, the Borrowers shall furnish the Lenders
with a corrected Statement of Cash Flows on or before the date that the Parent's
annual report on Form 10-K for the year ended February 25, 2006 is filed.
3. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.
4. Construction. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed as of the date first written above.
BORROWERS:
PIER 1 IMPORTS (U.S.), INC.
PIER 1 KIDS, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and CFO
LOAN PARTIES:
PIER 1 IMPORTS, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President,
CFO and Treasurer
PIER 1 ASSETS, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President, CFO and
Treasurer
PIER 1 LICENSING, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and CFO
PIER 1 HOLDINGS, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and CFO
PIER 1 SERVICES COMPANY, a Delaware statutory
trust
By: Pier 1 Holdings, Inc., Managing Trustee
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and CFO
PIER 1 VALUE SERVICES, LLC
By: Pier 1 Imports (U.S.), Inc., its sole
member and manager
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and CFO
REQUIRED LENDERS
BANK OF AMERICA, N.A.
By:
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Name:
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Title:
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XXXXX FARGO RETAIL
FINANCE, LLC,
By:
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Name:
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Title:
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WACHOVIA BANK, NATIONAL ASSOCIATION,
By:
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Name:
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Title:
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HSBC BANK USA, NA,
By:
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Name:
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Title:
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JPMORGAN CHASE BANK, N.A.,
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
By:
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Name:
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Title:
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CITICORP USA, INC.,
By:
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Name:
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Title:
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SUNTRUST BANK,
By:
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Name:
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Title:
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