EXCHANGE AGREEMENT (Unrestricted Notes)Exchange Agreement • July 31st, 2009 • Pier 1 Imports Inc/De • Retail-home furniture, furnishings & equipment stores
___________________ (including any other persons or entities exchanging Existing Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with Pier 1 Imports, Inc. (the “Company”) on July __, 2009 whereby on the date hereof the Holder will exchange (the “Exchange”) the Company’s 6.375% Convertible Senior Notes due February 15, 2036 (the “Existing Notes”) for the Company’s new ____% Convertible Senior Notes due 2036 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of July __, 2009 (the “Indenture”) among the Company, certain subsidiary guarantors party thereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2009 • Pier 1 Imports Inc/De • Retail-home furniture, furnishings & equipment stores • New York
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;
PIER 1 IMPORTS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE INDENTUREPier 1 Imports Inc/De • July 31st, 2009 • Retail-home furniture, furnishings & equipment stores • New York
INDENTURE dated as of August [ ], 2009, among PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).
