PIER 1 IMPORTS INC/DE
SECOND AMENDMENT TO CREDIT AGREEMENT
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<TYPE>EX-10.14.3
<SEQUENCE>3
<FILENAME>d98257exv10w14w3.txt
<DESCRIPTION>SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
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                                                                 EXHIBIT 10.14.3

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS DOCUMENT is entered into as of April 6, 2000, 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 WELLS 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 sections, schedules, and exhibits.

         2. AMENDMENT. The definition of "Restricted Payment" in SECTION 1.1 is
entirely amended as follows:

                  "RESTRICTED PAYMENT" means (a) Distributions that are not
         Permitted Distributions, (b) Investments that are not Permitted
         Investments, (c) prepayments or purchases of any subordinated Debt of
         the Companies before the respective scheduled maturity dates that
         exceed a total of $50,000,000, and (d) payments of the purchase price
         for purchases of issued and outstanding common stock of Borrower in
         excess of the lesser of (i) 4,764,450 shares or (ii) the aggregate
         number of shares of stock which can be purchased for an aggregate
         purchase price not to exceed $50,000,000.

         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, (2) officer's certificates executed by officers of
Borrower and each Guarantor, certifying to incumbency of certain officers and
certifying that there have been no changes to the articles of incorporation and
bylaws, or other appropriate formation documents, as applicable, of each
Company, (3) a $5,000.00 amendment fee for each Lender who has executed the
document and delivered it to Administrative Agent by 1:00 p.m. Dallas time on
April 6, 2000, which Administrative Agent shall promptly pay to such Lenders
upon closing of this amendment, and (4) payment of fees of counsel to
Administrative Agent.

         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


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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 effect 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.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                             SIGNATURE PAGES FOLLOW.


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         EXECUTED as of the date first stated above in this Second Amendment to
Credit Agreement.

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<S>                                                          <C>
PIER 1 IMPORTS, INC., as Borrower                            BANK OF AMERICA, N.A., (formerly NationsBank,
                                                             N.A.), as Administrative Agent and a Lender

By       /s/ Charles H. Turner                               By       /s/ Kimberley Whitney
         Charles H. Turner,                                           Kimberley Whitney, Managing Director
         SVP-Finance/CFO/Treasurer

BANK ONE, N.A., (assignee of Bank One, Texas,                WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as
N.A.), as a Co-Agent and a Lender                            a Co-Agent and a Lender

By       /s/ David E. Williams                               By       /s/ Susan B. Sheffield
         David E. Williams, First Vice President                      Susan Sheffield, Vice President

THE BANK OF TOKYO-MITSUBISHI, LTD., as a Lender              CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as a
                                                             Lender

By       /s/ John M. Mearns                                  By       /s/ B.B. Wuthrich
         John M. Mearns, Vice President                               B.B. Wuthrich, Vice President

FLEET NATIONAL BANK, as a Lender                             CREDIT LYONNAIS, NEW YORK BRANCH, as a Lender

By       /s/ Judith C.E. Kelly                               By       /s/ Philippe Soustra
         Judith C.E. Kelly, Vice President                            Philippe Soustra, Senior Vice President

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                              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.





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<S>                                          <C>
PIER 1 SERVICES COMPANY,                     PIER 1 ASSETS, N.C.
as a Guarantor                               PIER 1 LICENSING, INC.
                                             PIER 1 HOLDINGS, INC.
By:      PIER 1 HOLDINGS, INC.,              PIER 1 IMPORTS, (U.S.), INC., as Guarantor
         Managing Trustee


         By       /s/ Charles H. Turner      By       /s/ Charles H. Turner
                  Charles H. Turner,                  Charles H. Turner,
                  Senior VP and CFO                   Senior VP and CFO
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