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                                                                   EXHIBIT 10.17

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                         CERTIFICATE PURCHASE AGREEMENT

                                      among

                             PIER 1 FUNDING, L.L.C.,

                                  as Transferor

                          PIER 1 IMPORTS (U.S.), INC.,

                                   as Servicer

                       the Class A Purchasers named herein

                                       and

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                             as Administrative Agent

                          dated as of September 4, 2000

                     PIER 1 IMPORTS CREDIT CARD MASTER TRUST

                                  Series 2001-1


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                  CERTIFICATE PURCHASE AGREEMENT, dated as of September 4, 2000,
among PIER 1 FUNDING, L.L.C., a Delaware limited liability company ("Funding"),
as seller (in such capacity, the "Transferor"), PIER 1 IMPORTS (U.S.), INC.
("Pier 1"), as servicer (in such capacity, the "Servicer"), each of the
financial institutions that is a signatory to this Agreement (as hereinafter
defined) or an Assignment Agreement (as hereinafter defined) as a Class A
Purchaser (as hereinafter defined) and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent for the Class A Purchasers (in such capacity,
together with its successors in such capacity, the "Administrative Agent").


                                  WITNESSETH:

                  WHEREAS, the Transferor, the Servicer and Wells Fargo Bank
Minnesota, National Association, a national banking association, as trustee
(together with its successors and assigns, (the "Trustee") have entered into a
Pooling and Servicing Agreement, dated as of February 12, 1997 (as the same may
from time to time be amended, modified or otherwise supplemented, (the "Pooling
and Servicing Agreement"), for the Pier 1 Imports Credit Card Master Trust (the
"Trust"), and the Series 2001-1 Supplement, dated as of September 4, 2000, to
the Pooling and Servicing Agreement (the "Supplement");

                  WHEREAS, the Trust proposes to issue and sell pursuant to the
Supplement and the Pooling and Servicing Agreement the Series of Investor
Certificates referred to in the Supplement as Series 2001-1, which Series of
Investor Certificates shall consist of two classes of certificated interests in
the Trust (the "Series 2001-1 Certificates") to be designated as the Class A
Variable Funding Asset-Backed Certificates, Series 2001-1 (the "Class A
Certificates"), and the Class B Variable Funding Asset-Backed Certificates,
Series 2001-1 (the "Class B Certificates");

                  WHEREAS, the Class A Purchasers are willing to purchase the
Class A Certificates on the Closing Date and from time to time thereafter to
purchase Additional Investor Class A Invested Amounts (as defined in the
Supplement) on the terms and conditions provided for herein;

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby expressly acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I
                                   Definitions

                  SECTION 1.01. Defined Terms. Unless otherwise defined herein,
all terms used herein which are defined in the Pooling and Servicing Agreement
or the Supplement shall have the meanings assigned thereto in the Pooling and
Servicing Agreement or the Supplement, as the case may be, and the following
terms shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended.

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                  "Adjusted Commitment" shall mean on any date of determination,
with respect to a Committed Investor, such Committed Investor's Commitment minus
the aggregate outstanding principal amount of its Support Advances (if any) to
the Structured Investor.

                  "Adjusted Eurodollar Rate" shall mean, for any Interest
Accrual Period or portion thereof, a rate per annum (rounded upwards, if
necessary, to the nearest 1/16th of 1%) equivalent to the rate determined
pursuant to the following formula:


         Adjusted Eurodollar Rate  =           LIBOR Rate
                                        ---------------------------------------
                                          1-LIBOR Reserve Percentage

on the first day of such Interest Accrual Period.

                  "Agreement" shall mean this Certificate Purchase Agreement
(including the Supplemental Fee Letter referred to herein), as amended,
supplemented or otherwise modified from time to time.

                  "Alternative Rate" shall mean, with respect to any Class A
Purchaser for any Interest Accrual Period and subject to the provisions of
Section 2.06, an interest rate per annum equal to 1.00% per annum above the
Adjusted Eurodollar Rate for such Interest Accrual Period; provided, however,
that:

                  (a) if the Alternative Rate becomes applicable with respect to
         such Class A Purchaser and any portion of such Class A Purchaser's
         Percentage Interest of the Class A Investor Principal Balance without
         at least three Business Days' prior notice, then the Alternative Rate
         for such Class A Purchaser for such portion of its Percentage Interest
         of in the Class A Investor Principal Balance for each day prior to the
         third Business Day following the date of such notice on which the
         Alternative Rate is so applicable, shall be the Prime Rate or such
         other rate as may be agreed between the Transferor and the
         Administrative Agent, on behalf of such Class A Purchaser;

                  (b) if the aggregate portion of such Class A Purchaser's
         Percentage Interest of the Class A Investor Principal Balance on any
         day to be funded at the Alternative Rate is less than $1,000,000, then
         the Alternative Rate for such Class A Purchaser for such day shall be
         the Prime Rate or such other rate as may be agreed between the
         Transferor and the Administrative Agent, on behalf of such Class A
         Purchaser;

                  (c) following the occurrence and during the continuance of a
         Pay Out Event, the Alternative Rate shall be the Risk Rate.


                  "APFC" shall mean Asset Portfolio Funding Corporation, a
Delaware corporation.

                  "Assignee" has the meaning specified in subsection 7.09(c) of
this Agreement.

                  "Assignment" has the meaning specified in subsection 7.09(c)
of this Agreement.

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                  "Assignment Agreement" has the meaning specified in subsection
7.09(c) of this Agreement.

                  "Administrative Agent" has the meaning specified in the
preamble to this Agreement.

                  "Breakage Costs" shall mean with respect to any Distribution
Date, amounts to be included in Class A Monthly Interest and Fees for such
Distribution Date pursuant to subsection 2.03(c) of this Agreement.

                  "Certificate Rate Determination Date" shall mean, for any
Interest Accrual Period, the fifth Business Day following the last day of such
Interest Accrual Period; provided that the Certificate Rate Determination Date
for the last Interest Accrual Period shall be the last day of such Interest
Accrual Period.

                  "Class A Certificates" has the meaning specified in the
recitals to this Agreement.

                  "Class A Certificateholder" shall mean, at a particular date,
the Person designated as such pursuant to Section 7.02 of this Agreement on such
date.

                  "Class A Facility Fee" has the meaning specified in subsection
2.03(e) of this Agreement.

                  "Class A Facility Fee Rate" has the meaning specified in the
Supplemental Fee Letter.

                  "Class A Increased Costs" shall mean any amounts payable by
the Trust (determined without regard to limitations on the sources of payment
thereof) pursuant to this Agreement, other than Class A Monthly Interest and
Fees and the Class A Investor Principal Balance.

                  "Class A Investor Principal Balance" shall mean, with respect
to any date, an amount equal to the excess of (a) the sum of the Class A Initial
Invested Amount plus the aggregate principal amount of any Additional Class A
Invested Amount purchased by Class A Purchasers on or prior to such date over
(b) the aggregate amount of any principal payments made to Class A Purchasers
pursuant to the Supplement prior to such date.

                  "Class A Monthly Interest and Fees" shall mean, for any
Interest Accrual Period, the sum of (i) interest on the Class A Investor
Principal Balance for such Interest Accrual Period computed pursuant to
subsection 2.03(a) or 2.03(b), plus (ii) the Class A Utilization Fee payable
pursuant to subsection 2.03(d) with respect to such Interest Accrual Period,
plus (iii) the Class A Facility Fee payable pursuant to subsection 2.03(e) with
respect to such Interest Accrual Period, plus (iv) Breakage Costs for the
Distribution Date immediately following such Interest Accrual Period.

                  "Class A Projected Monthly Interest and Fees" shall mean, for
any date of determination for any Monthly Period, the sum of (i) one-twelfth of
the product of the Class A Purchase Limitand the Prime Rate as in effect on the
first day of such Monthly Period, plus (ii)

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one-twelfth of the product of the Class A Purchase Limit and the Class A
Utilization Fee Rate, plus (iii) one-twelfth of the product of the Class A
Purchase Limit and the Class A Facility Fee Rate, plus (iv) the aggregate of the
Investor Default Amounts for each theretofore elapsed day in such Monthly
Period.

                  "Class A Purchase Limit" shall mean initially $100,000,000 and
thereafter, on any date of determination, the aggregate Commitments of the
Committed Investors in effect on such date.

                  "Class A Purchasers" shall mean, collectively, the Structured
Investor and the Committed Investors.

                  "Class A Utilization Fee" has the meaning specified in
subsection 2.03(d) of this Agreement.

                  "Class A Utilization Fee Rate" has the meaning specified in
the Supplemental Fee Letter.

                  "Closing Date" shall mean September 4, 2000.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  "Commercial Paper Notes" shall mean, with respect to the
Structured Investor, the short-term promissory notes issued by the Structured
Investor which are allocated by the Structured Investor in whole or in part as
its funding for its Percentage Interest of the Class A Investor Principal
Balance hereunder.

                  "Commercial Paper Rate" shall mean, for any day to the extent
the Structured Investor funds its Percentage Interest of the Class A Investor
Principal Balance hereunder on such day with outstanding Commercial Paper Notes,
the rate (or if more than one rate, the weighted average of the rates) per annum
at which such Commercial Paper Notes were sold by any placement agent or
commercial paper dealer selected by or on behalf of the Structured Investor, as
agreed between each such agent or dealer and the Structured Investor, giving
effect to all related dealer or placement agent fees and commissions and
adjusted to reflect the cost, if any, of capitalizing interest for any period;
provided that if the rate (or rates) as agreed between any such agent or dealer
and the Structured Investor is a discount rate (or rates), then such rate shall
be the rate (or if more than one rate, the weighted average of the rates)
resulting from converting such discount rate (or rates) to an interest-bearing
equivalent rate per annum.

                  "Commitment" shall mean, for any Committed Investor, the
maximum amount of such Committed Investor's commitment to purchase a portion of
the Class A Invested Amount, as set forth opposite such Committed Investor's
name on the signature pages hereto or in the Assignment Agreement by which such
Committed Investor became a party to this Agreement or assumed the Commitment
(or a portion thereof) of another Committed Investor, as such amount may be
adjusted from time to time (i) pursuant to Assignment Agreement(s) executed by
such Committed Investor and its Assignee(s) and delivered pursuant to Section
7.09 of this Agreement or (ii) pursuant to Section 2.11 of this Agreement. In
the event that a Class A Purchaser is a

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Committed Investor with respect to any purchase made by the Structured Investor
and has purchased any portion of the Class A Invested Amount pursuant to an
Assignment from the Structured Investor, such Class A Purchaser shall be deemed
to hold a separate Commitment hereunder in respect of such purchase.

                  "Commitment Expiration Date" shall mean, for each Committed
Investor, September 3, 2002, as such date may be extended with respect to such
Committed Investor from time to time in accordance with Section 2.11 of this
Agreement.

                  "Committed Investor" shall mean any party hereto which is
designated as a Committed Investor opposite its signature to this Agreement or
in the Assignment Agreement pursuant to which it became a party to this
Agreement; and any Assignee of such Committed Investor to the extent of the
portion of such Commitment assumed by such Assignee pursuant to its respective
Assignment Agreement.

                  "Consented Investor" shall mean MGT, DFC, APFC, each Consented
Support Party (if it becomes a Class A Purchaser hereunder) and each other Class
A Purchaser to whose Assignment the Transferor has consented pursuant to
subsection 7.09(c).

                  "Consented Participant" shall mean MGT, DFC, APFC, and each
Consented Support Party (if it becomes a Participant) and each other Participant
to whose participation the Transferor has consented pursuant to subsection
7.09(e).

                  "Consented Support Party" shall mean MGT, each Committed
Investor and each Support Party consented to by the Transferor.

                  "Delaware Funding Corporation" or "DFC" shall mean Delaware
Funding Corporation, a Delaware corporation.

                  "Dollars" and "$" shall mean the lawful currency of the United
States of America.

                  "Downgraded Investor" has the meaning specified in subsection
7.09(i) of this Agreement.

                  "Excess Spread Percentage" shall mean, for any Monthly Period,
the excess, if any, of the Portfolio Yield for such Monthly Period over the Base
Rate for such Monthly Period.

                  "GAAP" shall mean generally accepted accounting principles as
in effect in the United States.

                  "Increase Date" shall mean each day prior to (and excluding)
the Purchase Termination Date on which the Class A Purchasers acquire Additional
Class A Invested Amounts pursuant to subsection 6.15 of Article VI under Section
1.10 of the Supplement and this Agreement.

                  "Increase Notice" has the meaning specified in subsection
2.01(c) of this Agreement.
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                  "Indemnitee" has the meaning specified in subsection 2.10(a)
of this Agreement.

                  "Interest Accrual Period" has the meaning specified in the
Supplement.

                  "Investing Office" shall mean initially, the office of the
initial Class A Purchaser and any Assignee designated as such, in the case of
the initial Class A Purchasers, opposite to its signature to this Agreement,
and, in the case of any Assignee, in the related Assignment Agreement;
thereafter, such other office of the Class A Purchaser or such Assignee which
shall be holding an interest in the Class A Invested Amount.

                  "Investment Letter" has the meaning specified in subsection
7.09(a) of this Agreement.

                  "LIBOR Rate" shall mean, (i) with respect to the initial
Interest Accrual Period, 3.58375% per annum and (ii) with respect to any
subsequent Interest Accrual Period or portion thereof, the rate per annum shown
on Telerate page 3750 of the Bridge Telerate Market Report or any successor page
as the composite offered rate for London interbank deposits for a period equal
to such Interest Accrual Period (or portion) thereof, as shown under the heading
"USD" as of 11:00 a.m. (London time) two London Business Days prior to the first
day of such Interest Accrual Period; provided that in the event no such rate is
shown, the LIBOR Rate shall be the rate per annum (rounded upwards, if
necessary, to the nearest 1/16th of one percent) based on the rates at which
Dollar deposits for a period equal to such Interest Accrual Period (or portion
thereof) are displayed on page "LIBOR" of the Reuters Monitor Money Rates
Service or such other page as may replace the LIBOR page on that service for the
purpose of displaying London interbank offered rates of major banks as of 11:00
a.m. (London time) two London Business Days prior to the first day of such
Interest Accrual Period (it being understood that if at least two such rates
appear on such page, the rate will be the arithmetic mean of such displayed
rates); provided further that in the event fewer than two such rates are
displayed, or if no such rate is relevant, the LIBOR Rate shall be the rate per
annum equal to the average of the rates at which deposits in Dollars are offered
by MGT at approximately 11:00 a.m. (London time) two London Business Days prior
to the first day of such Interest Accrual Period to prime banks in the London
interbank market for a period equal to such Interest Accrual Period (or portion
thereof).

                  "LIBOR Reserve Percentage" shall mean, with respect to any
Interest Accrual Period or portion thereof, a percentage (expressed as a
decimal) equal to the weighted average of the percentages in effect during such
Interest Accrual Period, as prescribed by the Federal Reserve Board (or any
successor thereto) for determining the maximum reserve requirements applicable
to "Eurocurrency liabilities" pursuant to Regulation D or any other applicable
regulation of the Federal Reserve Board (or any successor thereto) which
prescribes reserve requirements applicable to "Eurocurrency liabilities" as
currently defined in Regulation D.

                  "London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.

                  "Majority Investors" shall mean (i) the Structured Investor,
if any, and (ii) the Committed Investors having, in the aggregate, Purchaser
Percentages exceeding 50% of the sum of the Class A Purchase Limit.

<PAGE>


                  "Maximum Purchase Amount" shall mean, for the Structured
Investor, initially the amount set forth opposite the Structured Investor's name
on the signature pages hereto or in the Assignment Agreement pursuant to which
the Structured Investor became a party hereto, as such amount may be (i) changed
from time to time pursuant to Section 2.11 of this Agreement, or (ii) reduced
upon each Assignment by the Structured Investor to a Committed Investor by the
amount of the Commitment assumed or deemed to have been assumed by such
Committed Investor by reason of such Assignment.

                  "MGT" shall mean Morgan Guaranty Trust Company of New York and
its successors in interest.

                  "Participant" has the meaning specified in subsection 7.09(e)
of this Agreement.

                  "Percentage Interest" shall mean, for a Class A Purchaser on
any day, the percentage equivalent of (a) (i) the aggregate principal amount of
all Purchases made by such Class A Purchaser on or prior to such day, minus (ii)
the aggregate amount of principal payments made to such Class A Purchaser on or
prior to such day, minus (iii) any portion of the Class A Investor Principal
Balance assigned by such Class A Purchaser to an Assignee pursuant to an
Assignment Agreement executed and delivered pursuant to Section 7.09 of this
Agreement, divided by (b) the aggregate Class A Investor Principal Balance on
such day.

                  "Permitted Assignee" shall mean MGT, DFC, APFC and each
Consented Support Party.

                  "Person" shall mean an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.

                  "Pooling and Servicing Agreement" has the meaning specified in
the recitals to this Agreement.

                  "Prime Rate" shall mean, for any day, the higher of (i) the
base commercial lending rate per annum announced from time to time by the
Administrative Agent in New York in effect on such day, or (ii) the interest
rate per annum quoted by the Administrative Agent at approximately 11:00 a.m.,
New York City time, on such day, to dealers in the New York Federal funds market
for the overnight offering of Dollars by the Administrative Agent plus
three-quarters of one percent (0.75%). (The Prime Rate is not intended to
represent the lowest rate charged by the Administrative Agent for extensions of
credit.)

                  "Purchase" shall mean each purchase of a portion of the Class
A Invested Amount representing a Class A Investor Principal Balance made
pursuant to subsection 2.01(a) or (b). With respect to any Class A Purchaser who
purchases a portion of the Class A Invested Amount pursuant to an Assignment,
the aggregate amount of such Class A Purchaser's Purchases shall include the
portion of the Class A Investor Principal Balance purchased pursuant to any such
Assignment.

                  "Purchase Date" shall mean the Closing Date and each Increase
Date.

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                  "Purchase Termination Date" shall mean the first to occur of
(i) the Commitment Expiration Date and (ii) the Amortization Period Commencement
Date.

                  "Purchaser Percentage" shall mean, with respect to a Committed
Investor, (i) its Adjusted Commitment as a percentage of (ii) the Class A
Purchase Limit minus the aggregate outstanding principal amount of Support
Advances (if any) of the Committed Investors to the Structured Investor.

                  "Reduction Amount" has the meaning specified in subsection
5.05(b) of this Agreement.

                  "Related Documents" has the meaning specified in subsection
7.21(a) of this Agreement.

                  "Response Date" has the meaning specified in subsection
2.11(c) of this Agreement.

                  "Risk Rate" shall mean 2.00% in excess of the Prime Rate in
effect from time to time.

                  "Series 2001-1 Certificates" has the meaning specified in the
recitals to this Agreement.

                  "Servicer" has the meaning specified in the preamble to this
Agreement.

                  "Structured Investor" shall mean the party hereto which is
designated as a Structured Investor opposite its signature to this Agreement or
in the Assignment Agreement pursuant to which it became a party to this
Agreement. The Structured Investor shall have one or more related Committed
Investors with an aggregate Commitment which at all times equals the Maximum
Purchase Amount.

                  "Structured Investor Event" shall mean the occurrence of any
of the following: (i) any rating agency rating the Commercial Paper Notes shall
have reduced or withdrawn its rating of the Commercial Paper Notes or announced
that such rating has been watchlisted with negative implications; (ii) the
Commission or any other Governmental Authority shall have required the assets
and liabilities of the Structured Investor to be consolidated on the balance
sheet of MGT or any of its Affiliates; and (iii) the Structured Investor or any
other commercial paper conduit administered by MGT shall have been unable to
issue commercial paper for a period of 60 consecutive days due to the suspension
of or material limitation in the trade of commercial paper in the United States.

                  "Supplement" has the meaning specified in the recitals to this
Agreement.

                  "Supplemental Fee Letter" shall mean that certain letter
agreement designated as such, dated as of the date hereof, among Funding, the
Servicer and the Administrative Agent.

                  "Support Advances" shall mean, with respect to a Committed
Investor, any participation held by such Committed Investor in the Structured
Investor's Percentage Interest in

<PAGE>


the Class A Investor Principal Balance which was purchased from the Structured
Investor pursuant to a Support Facility and any loans or other advances made by
such Committed Investor to the Structured Investor pursuant to a Support
Facility to fund the Structured Investor's Purchases hereunder (but excluding
any such loans or advances made to fund the Structured Investor's obligations to
pay interest, fees or other similar amounts relating to the funding of its
Purchases hereunder).

                  "Support Facility" shall mean any liquidity or credit support
agreement with the Structured Investor which relates to this Agreement
(including any agreement to purchase an assignment of or participation in the
Class A Invested Amount).

                  "Support Party" shall mean any other bank or other financial
institution extending or having a commitment to extend funds to or for the
account of the Structured Investor (including by agreement to purchase an
assignment of or participation in the Class A Invested Amount) under a Support
Facility. Each Committed Investor shall be deemed to be a Support Party.

                  "Taxes" has the meaning specified in subsection 2.08(a) of
this Agreement.

                  "Termination Date" shall mean the Series 2001-1 Termination
Date.

                  "Termination Event" shall mean the occurrence of any of the
following: (i) a breach of a representation or warranty hereunder which is not
cured within 30 days (unless waived by the Majority Investors), (ii) the failure
by the Transferor or the Servicer to duly observe or perform any term or
provision of this Agreement which is not cured or waived by the Majority
Investors within 30 days after written notice of such failure is given to the
defaulting party (with a copy to Funding if Funding in any capacity is not the
defaulting party) by the Administrative Agent, (iii) the occurrence of a Trust
Pay Out Event, Series 2001-1 Pay Out Event or Servicer Default pursuant to the
Pooling and Servicing Agreement or the Supplement (or the occurrence of an event
which would be a Trust Pay Out Event, Series 2001-1 Pay Out Event or Servicer
Default but for a waiver of or failure to declare or determine such event by the
Certificateholders or the Trustee) (unless waived by the Majority Investors).

                  "Three-Month Average Excess Spread Percentage" shall mean, for
any Increase Date, the average of the Excess Spread Percentages for the Monthly
Period ending on or most recently prior to such Increase Date and each of the
two preceding Monthly Periods; provided, however, that for any Increase Date
occurring prior to the end of the first Monthly Period following the Closing
Date, the Three-Month Average Excess Spread Percentage for such Increase Date
shall be 1.26%; (ii) for any Increase Date occurring after to the end of the
first Monthly Period following the Closing Date but prior to the end of the
second Monthly Period following the Closing Date, the Three-Month Average Excess
Spread Percentage for such Increase Date shall be Excess Spread Percentage for
the first Monthly Period following the Closing Date; and (iii) for any Increase
Date occurring after to the end of the second Monthly Period following the
Closing Date but prior to the end of the third Monthly Period following the
Closing Date, the Three-Month Average Excess Spread Percentage for such Increase
Date shall be the average of Excess Spread Percentages for the first two Monthly
Period following the Closing Date.

<PAGE>


                  "written" or "in writing" (and other variations thereof) shall
mean any form of written communication or a communication by means of telex,
telecopier device, telegraph or cable.

                  SECTION 1.02. Other Definitional Provisions.

                  (a) Unless otherwise specified therein, all terms defined in
this Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto.

                  (b) As used herein and in any certificate or other document
made or delivered pursuant hereto, accounting terms not defined in Section 1.01
and accounting terms partly defined in Section 1.01, to the extent not defined,
shall have the respective meanings given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; and Section,
subsection, Schedule, Attachment and Exhibit references are to this Agreement,
unless otherwise specified. The words "including" and "include" shall be deemed
to be followed by the words "without limitation".

                                   ARTICLE II
                         Amount and Terms of Commitment

                  SECTION 2.01. Commitment and Purchases.

                  (a) On and subject to the terms and conditions of this
Agreement, on the Closing Date the Administrative Agent, on behalf of and for
the account of the relevant Class A Purchasers, will purchase the Class A
Initial Invested Amount for a purchase price equal to such Class A Initial
Invested Amount.

                  (b) On and subject to the terms and conditions of this
Agreement, on each Increase Date the Administrative Agent, on behalf of and for
the account of the relevant Class A Purchasers, will purchase the Additional
Class A Invested Amount offered for purchase, in the amount set forth in the
Increase Notice in accordance with subsection 2.01(c) and in an amount not to
exceed the Class A Purchase Limit minus the aggregate amount of the Class A
Investor Principal Balance outstanding immediately prior to such Purchase, for a
purchase price equal to such Additional Class A Invested Amount.

                  (c) The purchase of the Class A Initial Invested Amount
hereunder shall be made on prior notice from the Transferor to the
Administrative Agent received by the Administrative Agent not later than 11:00
a.m., New York City time, on the Closing Date. The purchase of the applicable
Additional Class A Invested Amount on an Increase Date shall be made on prior
notice from the Transferor to the Administrative Agent (each, an "Increase
Notice") received by the Administrative Agent not later than 5:00 p.m., New York
City time, on the date which is at least two Business Days prior to such
Increase Date, substantially in the form set forth as Attachment 4 hereto. Each
Increase Notice shall (i) identify the relevant Increase Date, (ii) set forth
the Additional Class A Invested Amount which is requested from the Class A

<PAGE>


Purchasers on such Increase Date, (iii) specify an account in the United States
to which payment for the purchase price of such Additional Class A Invested
Amount is to be made, (iv) contain the certifications contained in Attachment 4
hereto, and (v) if applicable, the allocation of the amount of such Purchase
among the Committed Investors. The amount of a Purchase allocated to a Committed
Investor shall not exceed (i) the excess of its Adjusted Commitment over the
aggregate amount of the Class A Investor Principal Balance owed to such
Committed Investor prior to such Purchase, or (ii) without the prior consent of
such Committed Investor and the Structured Investor, such Committed Investor's
Purchaser Percentage of the Additional Class A Invested Amount. Each Increase
Notice shall be irrevocable. The Administrative Agent shall promptly forward a
copy of each Increase Notice received by it to each Class A Purchaser.

                  (d) Each Class A Purchaser's purchase price payable pursuant
to subsection 2.01(a) or 2.01(b) shall be made available to the Administrative
Agent, subject to the fulfillment of the applicable conditions set forth in
Article IV hereof, at or prior to noon, New York City time, on the applicable
Purchase Date, by deposit of immediately available funds to an account of the
Administrative Agent specified in subsection 7.11(b). The Administrative Agent
shall promptly notify the Transferor in the event that any Class A Purchaser
either fails to make such funds available to the Administrative Agent before
such time or notifies the Administrative Agent that it will not make such funds
available to the Administrative Agent before such time; provided, however, that
the Administrative Agent shall have no liability for failing to give any notice
as provided in this sentence. Subject to (i) the Administrative Agent's receipt
of such funds and (ii) the fulfillment of the applicable conditions set forth in
Article IV hereof, as determined by the Administrative Agent, the Administrative
Agent will not later than 1:00 p.m., New York City time, on such Purchase Date
make such funds available, in the same type of funds received, by wire transfer
thereof to the account of the Transferor in the United States specified in the
applicable Increase Notice or, in the case of the purchase on the Closing Date,
specified in writing by the Transferor to the Administrative Agent not later
than the Business Day prior to the Closing Date.

                  (e) The Administrative Agent shall notify the Transferor, the
Servicer, the Trustee and each Class A Purchaser on the Closing Date (in the
case of the purchase of the Class A Initial Invested Amount) or not later than
the Business Day following the applicable Increase Date (in the case of any
purchases of Additional Class A Invested Amount) of the identity of each Class A
Purchaser which purchased any portion of the Class A Initial Invested Amount or
any Additional Class A Invested Amount on such Purchase Date, whether such Class
A Purchaser was the Structured Investor or a Committed Investor and the portion
of the Class A Initial Invested Amount or Additional Class A Invested Amount
purchased by such Class A Purchaser.

                  (f) In no event shall a Committed Investor be required on any
date to purchase a portion of the Class A Initial Invested Amount or of
Additional Class A Invested Amount which would result in its Percentage Interest
of the Class A Investor Principal Balance, determined after giving effect to
such purchase, exceeding its Adjusted Commitment. In no event may any Additional
Class A Invested Amount be offered for purchase hereunder or under the
Supplement, nor shall any Class A Purchaser be obligated to purchase any
Additional Class A Invested Amount, to the extent that, after giving effect to
such Additional Class A Invested Amount, the Class A Investor Principal Balance
would exceed the Class A Purchase Limit.

<PAGE>


                  SECTION 2.02. Repayment of the Class A Invested Amount.

                  (a) The Class A Invested Amount shall be paid from amounts
allocable to the Class A Invested Amount under, or to be applied pursuant to the
provisions of, the Pooling and Servicing Agreement and the Supplement, as
further allocated as provided herein.

                  (b) The Administrative Agent is authorized to record (i) the
date and amount of each purchase of a Class A Invested Amount, (ii) the date and
amount of each payment of principal of and interest on the Class A Invested
Amount and (iii) each interest rate and Interest Accrual Period with respect
thereto, in the books and records of the Administrative Agent and in such manner
as is customary for the Administrative Agent. A certificate of an officer of the
Administrative Agent, setting forth in reasonable detail the information so
recorded, shall constitute, with respect to each Class A Purchaser, prima facie
evidence of the accuracy of the information so recorded; provided, that the
failure to make any such recording shall not in any way affect the obligations
of the Trust to make distributions in respect of the Class A Invested Amount as
provided in the Pooling and Servicing Agreement and the Supplement or the
obligations of the Transferor or the Servicer hereunder.

                  (c) The Administrative Agent shall forward to each Class A
Purchaser a copy of each notice of repayment of the Class A Investor Principal
Balance received by the Administrative Agent from the Transferor on the same day
received by the Administrative Agent if reasonably practical, and otherwise
promptly after the opening of business on the next Business Day.

                  SECTION 2.03. Interest Rate and Payment of Interest;
Utilization Fees; Facility Fees.

                  (a) Interest shall accrue on the Class A Investor Principal
Balance during each Interest Accrual Period at the following rates:

                  (i) Except as otherwise provided in clause (ii) below, the
         Structured Investor's Percentage Interest of the Class A Investor
         Principal Balance shall bear interest for each Interest Accrual Period
         at a rate per annum equal to the Commercial Paper Rate. Each Committed
         Investor's Percentage Interest of the Class A Investor Principal
         Balance shall bear interest for each Interest Accrual Period at a rate
         per annum equal to the Alternative Rate.

                  (ii) If and to the extent that, and for long as, the
         Structured Investor at any time determines for any reason whatsoever
         that it is unable to raise or is precluded or prohibited from raising,
         or that it is not advisable to raise, funds through the issuance of
         Commercial Paper Notes in the commercial paper market of the United
         States to finance its purchase or maintenance of its Percentage
         Interest of the Class A Investor Principal Balance or any portion
         thereof (which determination may be based on any allocation method
         employed in good faith by the Structured Investor), including by reason
         of market conditions or by reason of insufficient availability under
         any of its Support Facilities or the downgrading of any of its Support
         Parties, upon notice from the Structured Investor to the Administrative
         Agent, such portion of the Structured Investor's

<PAGE>


         Percentage Interest of the Class A Investor Principal Balance shall
         bear interest at a rate per annum equal to the Alternative Rate rather
         than as otherwise determined pursuant to clause (i) above.

                  (b) If any portion of Class A Monthly Interest and Fees due
and payable hereunder or under the Supplement on a Distribution Date is not paid
on such Distribution Date, the unpaid portion of such Class A Monthly Interest
and Fees shall be due and payable on the next succeeding Distribution Date. Any
Class A Monthly Interest and Fees which are not paid on the due date thereof
(including interest payable pursuant to this clause (c)) shall accrue interest
(after as well as before judgment) at the Risk Rate from time to time in effect
from and including the due date thereof to but excluding the date such Class A
Monthly Interest and Fees is actually paid.

                  (c) In the event that for any reason, (i) the basis for
calculation of interest on the Structured Investor's Percentage Interest of the
Class A Investor Principal Balance shall change from the Commercial Paper Rate
to the Alternative Rate or (ii) the Structured Investor receives any repayment
of its share of the Class A Investor Principal Balance, and the date of such
change or of such repayment is not the maturity date for all Commercial Paper
Notes allocated by the Structured Investor to funding its purchase or
maintenance of the affected portion of its Percentage Interest of the Class A
Investor Principal Balance, then in any such case the Structured Investor is
entitled to be indemnified against, and shall promptly be paid on the first
Distribution Date following demand therefor, but only to the extent funds are
then or thereafter become available therefor pursuant to the Supplement in
respect of Class A Monthly Interest and Fees, the amount equal to any loss or
reasonable out-of-pocket expense suffered by the Structured Investor as a result
of such change or such repayment, including any loss, cost or expense suffered
by the Structured Investor by reason of its issuance of Commercial Paper Notes
or its incurrence of other obligations allocated by the Structured Investor to
the funding of its share of the Class A Investor Principal Balance, or
redeploying funds prepaid or repaid, in amounts which correspond to its share of
the Class A Investor Principal Balance. In addition, in the event that for any
reason on any Distribution Date prior to the Amortization Date or on any
Distribution Date if a Trust Pay Out Event or Series 2001-1 Pay Out Event shall
have occurred, (i) any Class A Purchaser receives any repayment of its share of
the Class A Investor Principal Balance and (ii) the Transferor has not given
notice of the amount of such repayment to the Administrative Agent not later
than 5:00 p.m., New York City time, on the second London Business Day prior to
such Distribution Date, then in any such case each affected Class A Purchaser is
entitled to be indemnified against, and shall promptly be paid on the first
Distribution Date following demand therefor, but only to the extent funds are
then or thereafter become available therefor pursuant to the Supplement in
respect of Class A Monthly Interest and Fees and without duplication of the
indemnification provided by or payments made pursuant to the preceding sentence,
the amount equal to any loss or reasonable out-of-pocket expense suffered by
such Class A Purchaser as a result of such repayment, including any loss, cost
or expense suffered by such Class A Purchaser by reason of its issuance of
Commercial Paper Notes or its incurrence of other obligations allocated by such
Class A Purchaser to its funding or the maintenance of its funding of its share
of the Class A Investor Principal Balance, or redeploying funds prepaid or
repaid, in amounts which correspond to its share of the Class A Investor
Principal Balance. A statement setting forth in reasonable detail the
calculations of any Class A Increased Costs payable pursuant to this subsection
submitted by a Class A Purchaser or

<PAGE>


the Administrative Agent, as the case may be, to the Transferor and the Servicer
and shall be conclusive absent manifest error.

                  (d) The Administrative Agent shall be entitled to be paid, for
the account of the Class A Purchasers, but only to the extent funds are then or
thereafter become available therefor pursuant to the Supplement in respect of
Class A Monthly Interest and Fees, a utilization fee (the "Class A Utilization
Fee") for each Interest Accrual Period calculated at a rate per annum equal to
the Class A Utilization Fee Rate in respect of the sum of the Class A Investor
Principal Balance in effect on each day during such Interest Accrual Period
divided by the actual number of days in such Interest Accrual Period, calculated
on the basis of the actual number of days elapsed in a year having 360 days. The
Class A Utilization Fee shall be payable on each Distribution Date for the most
recently completed Interest Accrual Period and on the date of the termination of
this Agreement. Each Class A Purchaser shall be entitled to receive the share of
the Class A Utilization Fee as may be agreed upon from time to time between such
Class A Purchasers and the Administrative Agent.

                  (e) The Administrative Agent shall be entitled to be paid, for
the account of the Class A Purchasers, but only to the extent funds are then or
thereafter become available therefor pursuant to the Supplement in respect of
Class A Monthly Interest and Fees, a facility fee (the "Class A Facility Fee")
for each Interest Accrual Period (or portion thereof) prior to the commencement
of the Amortization Period calculated at a rate per annum equal to the Class A
Facility Fee Rate in respect of the average Daily Class A Purchase Limit during
such Interest Accrual Period, calculated on the basis of the actual number of
days elapsed in a year having 360 days. The Class A Facility Fee shall be
payable on each Distribution Date for the most recently completed Interest
Accrual Period and on the date of the termination of this Agreement. Each Class
A Purchaser shall be entitled to receive the share of the Class A Facility Fee
as may be agreed upon from time to time between such Class A Purchasers and the
Administrative Agent.

                  (f) The Administrative Agent shall also be entitled from time
to time to receive for its own account the other fees and amounts, if any,
specified in the Supplemental Fee Letter when and as payable as provided
therein.

                  (g) On each date on which any Class A Monthly Interest and
Fees or any other amounts referred to in subsection 2.03(f) are due, the
Servicer shall direct the Trustee in writing to, and, at such direction, the
Trustee shall, pay such amounts to the Administrative Agent, for its own account
or for the account of the respective Class A Purchasers, as applicable, but only
to the extent funds are then or thereafter become available therefor pursuant to
the Supplement.

                  SECTION 2.04. Computation of Interest.

                  (a) Interest hereunder shall be calculated on the basis of a
360-day year for the actual days elapsed.

                  (b) At or before 12:00 noon, New York City time, on each
Certificate Rate Determination Date, the Structured Investor shall notify the
Administrative Agent of (i) the Commercial Paper Rate, if applicable, in effect
for the related Interest Accrual Period, and (ii)

<PAGE>


the date on which the Alternative Rate became applicable to its Percentage
Interest of the Class A Investor Principal Balance or a portion thereof pursuant
to clause (ii) of subsection 2.03(a).

                  (c) The Administrative Agent shall notify the Servicer and the
Trustee on each Certificate Rate Determination Date of the Commercial Paper
Rate, the Alternative Rate, the Risk Rate and the Prime Rate, as applicable, and
of the Class A Monthly Interest and Fees for the related Interest Accrual
Period. For purposes of this subsection 2.04(c), the Administrative Agent may
rely conclusively on notices from the Structured Investor as to the interest
rate or rates from time to time applicable to its Percentage Interest of the
Class A Investor Principal Balance.

                  (d) Subject to subsection 2.04(c), each determination of the
Commercial Paper Rate, the Alternative Rate, the Risk Rate and the Prime Rate
and of the Class A Monthly Interest and Fees by the Administrative Agent or the
Structured Investor pursuant to any provision of this Agreement shall be
conclusive and binding on the Class A Purchasers, the Transferor, the Servicer
and the Trustee in the absence of manifest error.

                  SECTION 2.05. Payments. All payments to be made on behalf of
the Trust hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 2:00 p.m., New York City time, on the due date thereof to the Administrative
Agent's account specified in subsection 7.11(b) hereof, in Dollars and in
immediately available funds. Notwithstanding anything herein to the contrary, if
any payment due hereunder becomes due and payable on a day other than a Business
Day, the payment date thereof shall be extended to the next succeeding Business
Day and interest shall accrue thereon at the applicable rate during such
extension.

                  SECTION 2.06. Inability to Determine Interest Rate. In the
event that, prior to the first day of any Interest Accrual Period:

                  (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding on the Transferor, the Servicer
and the Trustee) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the LIBOR Rate or
the Adjusted Eurodollar Rate for such Interest Accrual Period;

                  (b) the Administrative Agent shall have determined that the
LIBOR Rate or the Adjusted Eurodollar Rate determined or to be determined for
such Interest Accrual Period will not adequately and fairly reflect the cost to
one or more Class A Purchasers of making or maintaining each such Class A
Purchaser's Percentage Interest of the Class A Investor Principal Balance during
such Interest Accrual Period;

                  (c) the Administrative Agent shall have determined (which
determination shall be conclusive and binding on the Transferor, the Servicer
and the Trustee) that it would be contrary to law or to the directive of any
central bank or other governmental authority for one or more Class A Purchasers
to obtain United States dollars in the London interbank market to make or
maintain its Percentage Interest of the Class A Investor Principal Balance
during such Interest Accrual Period; or

<PAGE>


                  (d) the Administrative Agent is not then generally quoting a
LIBOR Rate to Persons such as the Class A Purchasers;

then, the Administrative Agent shall give written notice thereof to the Servicer
and the Trustee as soon as practicable thereafter. Following any such notice,
from and after the first day of such Interest Accrual Period the Alternative
Rate shall equal a per annum rate equal to the Prime Rate from time to time in
effect or such other rate as may be agreed between the Transferor and the
Administrative Agent, on behalf of such Class A Purchaser. Until any such notice
is withdrawn by the Administrative Agent, the Alternative Rate shall continue to
be computed as provided in this Section. If requested by the Servicer, the
Administrative Agent shall provide the Servicer with an explanation of the
circumstances giving rise to its inability to determine an interest rate
pursuant to this Section.

                  SECTION 2.07. Increased Costs.

                  (a) Each Class A Purchaser shall be entitled to be reimbursed
or compensated, but only to the extent funds are then or thereafter become
available therefor pursuant to the Supplement in respect of Class A Increased
Costs, on demand for any and all costs incurred, losses suffered, reductions in
the amounts received or receivable hereunder or payments made by such Class A
Purchaser (or, subject to subsection 7.09(e) hereof, any Participant) which are
applied or allocated by such Class A Purchaser (or, subject to subsection
7.09(e) hereof, any Participant) to this Agreement, its Commitment or its
Percentage Interest of the Class A Investor Principal Balance by reason of any
change to (or reinterpretation or recharacterization by any court or any
applicable regulatory agency or authority (including any central bank) of)
reserve, deposit, capital adequacy (but subject to subsection 2.07(b) hereof) or
similar requirements against (or against any class of or change in or in the
amount of) assets or liabilities of such Class A Purchaser (or, subject to
subsection 7.09(e) hereof, any Participant), imposed by any applicable United
States, foreign or other regulatory authority, which becomes applicable after
the date hereof to this Agreement or to the Class A Invested Amount and which
result in increased costs, losses, reductions or payments due to its obligations
hereunder or the maintenance of its Percentage Interest of the Class A Investor
Principal Balance. Any amounts required to be paid pursuant to the preceding
sentence and this sentence shall be paid on the first Distribution Date which
occurs at least 30 days following demand therefor, but only to the extent funds
are then or thereafter become available therefor pursuant to the Supplement in
respect of Class A Increased Costs, and interest at the Prime Rate shall accrue
on any amount unpaid after such Distribution Date. Concurrently with such demand
and as a condition to such payment, the affected Class A Purchaser or
Participant (through the Administrative Agent) shall provide the Trustee and the
Servicer with a certificate setting forth the basis and the calculation (in
reasonable detail) of the additional amount being requested (which amount shall
be determined by such Class A Purchaser's or Participant's reasonable allocation
of the aggregate of such cost increases, losses, reductions or payments
resulting from such event) and the reason such request is being made, and such
certificate shall, in the absence of manifest error, be conclusive as to the
amount thereof.

                  (b) If any Class A Purchaser or (subject to subsection 7.09(e)
hereof) any Participant shall have determined that the applicability of any law,
rule, regulation or guideline adopted after the date hereof, pursuant to or
arising, after the date hereof, out of the report of the

<PAGE>


Basle Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards" dated
July, 1988 (excluding any change published in its final form prior to the
Closing Date mandated by compliance with the "International Convergence of
Capital Measurements and Capital Standards" but including any reinterpretation
or recharacterization by any court or any applicable regulatory agency or
authority (including any central bank) after the date hereof of any such change
or any such existing law, rule, regulation or guideline), or the adoption after
the date hereof of any other law, rule, regulation or guideline (including any
applicable United States, foreign or other law, rule, regulation or guideline)
regarding capital adequacy, or any change in any of the foregoing or in any law,
rule, regulation or guideline in effect on the date hereof or in the enforcement
or interpretation or administration of any of the foregoing or of any law, rule,
regulation or guideline in effect on the date hereof arising after the date
hereof by any court or any governmental authority, central bank or comparable
agency charged with the enforcement or interpretation or administration thereof,
or compliance by such Class A Purchaser or (subject to subsection 7.09(e)
hereof) such Participant (or any investing office of such Class A Purchaser or
(subject to subsection 7.09(e) hereof) such Participant) or such Class A
Purchaser's or (subject to subsection 7.09(e) hereof) such Participant's holding
company with any request or directive regarding capital adequacy arising after
the date hereof (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Class A Purchaser's or (subject to subsection 7.09(e)
hereof) such Participant's capital or on the capital of such Class A Purchaser's
or (subject to subsection 7.09(e) hereof) such Participant's holding company, if
any, as a consequence of its obligations hereunder or its maintaining its
Commitment or Percentage Interest of the Class A Investor Principal Balance or
(subject to subsection 7.09(e) hereof) its participation therein to a level
below that which such Class A Purchaser or (subject to subsection 7.09(e)
hereof) such Participant or such Class A Purchaser's or (subject to subsection
7.09(e) hereof) such Participant's holding company could have achieved but for
such applicability, adoption, change or compliance (taking into consideration,
with respect to any Consented Investor or Consented Participant, its general
policies and the general policies of its holding company with respect to the
level of capital to be maintained by such Person), then on demand by the
Administrative Agent on behalf of such Class A Purchaser or (subject to
subsection 7.09(e) hereof) such Participant, the Administrative Agent on behalf
of such Class A Purchaser or (subject to subsection 7.09(e) hereof) such
Participant, as the case may be, shall be entitled to be paid to from time to
time, but only to the extent funds are then or thereafter become available
therefor pursuant to the Supplement in respect of Class A Increased Costs, such
additional amount or amounts as will compensate such Class A Purchaser or
(subject to subsection 7.09(e) hereof) such Participant, as the case may be, for
such reduction. Any amounts required to be paid pursuant to the preceding
sentence and this sentence shall be paid on the first Distribution Date which
occurs at least 30 days following demand therefor, but only to the extent funds
are then or thereafter become available therefor pursuant to the Supplement in
respect of Class A Increased Costs, and interest at the Prime Rate shall accrue
on any amount unpaid after such Distribution Date. Concurrently with such demand
and as a condition to such payment, the affected Class A Purchaser or
Participant (through the Administrative Agent) shall provide the Trustee and the
Servicer with a certificate setting forth the basis and the calculation (in
reasonable detail) of the additional amount being requested (it being understood
that the reduction in rate of return shall be determined by such Class A
Purchaser's or Participant's reasonable allocation of the

<PAGE>


aggregate of such reductions resulting from such event) and the reason such
request is being made, and such certificate shall, in the absence of manifest
error, be conclusive as to the amount thereof.

                  (c) Prior to any demand by the Administrative Agent on behalf
of any Class A Purchaser for amounts owing under subsection (a) or (b) of this
Section 2.07, the applicable Class A Purchaser agrees that it will use its
reasonable efforts, or request that the affected Participant use its reasonable
efforts, as the case may be, to reduce or eliminate any claim for compensation
pursuant to said subsection 2.07(a) or (b), including, subject to applicable law
and only if such change will not alter or affect in any way whatsoever its
Commitment, its Percentage Interest of the Class A Investor Principal Balance, a
change in the Investing Office of such Class A Purchaser or the investing office
of such Participant at which its Commitment or Percentage Interest of the Class
A Investor Principal Balance or its participation therein, as the case may be,
is maintained; provided, however, that nothing herein contained shall obligate
any Class A Purchaser or any Participant to take any action which, in the
opinion of such Class A Purchaser or such Participant, is unlawful or otherwise
disadvantageous to such Class A Purchaser or Participant.

                  (d) Class A Purchasers and Participants shall be entitled to
receive payments pursuant to this Section 2.07 only to the extent that such
payments have not previously been made or otherwise provided for in the
calculation of (x) the Adjusted Eurodollar Rate or (y) the substitute interest
rate described in Section 2.06 hereof if either of such interest rates is then
applicable to the Class A Investor Principal Balance.

                  SECTION 2.08. Taxes.

                  (a) Subject to the provisions of Section 2.09, all payments to
each Class A Purchaser under this Agreement or with respect to the Class A
Invested Amount are payable free and clear of any and all present and future
taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and
similar charges ("Taxes"); provided, however, that the term "Taxes" as used in
this Section 2.08 shall not include any income or franchise tax based on the net
income of any Class A Purchaser or any Participant or any other tax upon or
measured by income or gross receipts of any Class A Purchaser or any Participant
imposed by the United States of America or by any state, locality or foreign
jurisdiction in which such Class A Purchaser or such Participant maintains a
permanent establishment. If, as a result of any change in law, treaty or
regulation or in the interpretation or administration thereof by any
governmental or regulatory agency or body charged with the administration or
interpretation thereof, or the introduction of any law, treaty or regulation,
any Taxes are required to be withheld or deducted from any amount payable to any
Class A Purchaser or (subject to subsection 7.09(e) hereof) to any Participant
hereunder or with respect to the Class A Invested Amount, subject to compliance
by such Class A Purchaser or (subject to subsection 7.09(e) hereof) such
Participant with subsection 2.08(b) below or, with respect to any Participant,
the provisions comparable to such subsection 2.08(b) set forth in subsection
7.09(e) hereof, as the case may be, the Transferor agrees that the amount
payable to each Class A Purchaser hereunder or under the Pooling and Servicing
Agreement or the Supplement will be increased (which increase shall be paid only
to the extent funds are then or thereafter become available therefor pursuant to
the Supplement in respect of Class A Increased Costs) to the amount which, after
deduction from such amount of

<PAGE>


all Taxes required to be withheld or deducted therefrom, will yield to such
Class A Purchaser and each Participant the amount stated to be payable to such
Class A Purchaser or Participant hereunder or under the Class A Invested Amount.
Such Class A Purchaser or Participant (through the Administrative Agent) shall,
as a condition of the payment of any additional amounts under this subsection
2.08(a), provide the Servicer and the Trustee with evidence satisfactory to them
of the imposition of such Taxes, together with the calculation of the additional
amounts payable hereunder. To the extent the Trustee has withheld or made
payments of any Taxes, upon the request of the Administrative Agent on behalf of
any Class A Purchaser or Participant, the Servicer shall cause the Trustee, on
behalf of the Trust, to provide the Administrative Agent on behalf of any Class
A Purchaser or Participant with evidence satisfactory to it of the payment of
any Taxes with respect to amounts payable under this Agreement or with respect
to the Class A Invested Amount. If any of the Taxes required to be borne by the
Trust pursuant to this Section 2.08 are paid by any Class A Purchaser, such
Class A Purchaser shall be entitled to be reimbursed on a grossed-up basis for
such payments, together with any interest, penalties and expenses in connection
therewith, but only to the extent funds are then or thereafter become available
therefor pursuant to the Supplement in respect of Class A Increased Costs.

                  (b) Each Class A Purchaser which is created or organized under
the laws of a jurisdiction outside the United States covenants and agrees with
the Transferor that it will provide to the Administrative Agent and the
Administrative Agent hereby agrees to forward to the Servicer and the Trustee on
or promptly after the Closing Date (in the case of MGT) and on or prior to the
date required by subsection 7.09(c) (in the case of each other Class A
Purchaser) (i) appropriately executed copies of Internal Revenue Service Form
W-8ECI (or any successor form) certifying that any payments made to such Class A
Purchaser are effectively connected to the conduct of a United States trade or
business and/or (ii) such other forms and information as may be required to
confirm the availability of any applicable exemption from Federal, state or
local withholding taxes. Each Class A Purchaser agrees to provide subsequent
forms to the Administrative Agent for delivery to the Servicer and the Trustee
(unless an event has occurred prior to the date on which any such delivery would
be required which would prevent the Class A Purchaser from duly completing and
delivering such forms and the Class A Purchaser so advises the Servicer) upon
the expiration of, or the occurrence of any event which would require the
amendment or resubmission of, any form previously provided hereunder.

                  SECTION 2.09. Nonrecourse and Recourse Obligations;
Obligations Absolute.

                  (a) Notwithstanding any provision in any other Section of this
Agreement to the contrary, except to the extent specified in subsections
2.10(b), 2.10(d) or 5.06(b) or the first sentence of Section 7.04 and subject to
subsections 2.09(b) and 2.09(c) below, the obligation to pay the amounts owing
to the Class A Purchasers pursuant to the Supplement shall be without recourse
to the Transferor, the Servicer (or any Person acting on behalf of any of them),
the Trust, the Trustee, any Certificateholder or any Certificate Owner (or any
Affiliate, officer, director, employee or agent of any of them), and the
obligation to pay the amounts owing to the Class A Purchasers pursuant to the
Supplement shall be limited solely to the application of amounts payable with
respect to the Class A Invested Amount or required to be applied pursuant to
this Agreement or under the Pooling and Servicing Agreement or the Supplement,
and amounts from time to time on deposit therefor.

<PAGE>


                  (b) Each Class A Purchaser agrees that it shall have no right
of setoff or banker's lien against the Transferor or the Servicer (or any Person
acting on behalf of any of them), the Trustee, the Trust, any Certificateholder
or any Certificate Owner (or any Affiliate, officer, director, employee or agent
of any of them) with respect to amounts owing to such Class A Purchaser pursuant
to the Supplement and that any rights of setoff that such Class A Purchaser may
have shall not affect its obligations hereunder.

                  (c) Subject to and without limiting the foregoing provisions
of this Section 2.09, the obligations of the Trust, the Trustee, on behalf of
the Trust, the Transferor and the Servicer under this Agreement, the Pooling and
Servicing Agreement and the Supplement shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of this
Agreement. Without limiting the foregoing, neither the lack of validity or
enforceability of, or any modification to, the Pooling and Servicing Agreement,
the Investor Certificates or the Supplement nor the existence of any claim,
setoff, defense or other right which the Transferor, the Servicer or the Trustee
may have at any time against each other, the Administrative Agent, any Class A
Purchaser or any other Person, whether in connection with this Agreement, the
Pooling and Servicing Agreement, the Supplement or any unrelated transactions,
shall constitute a defense to such obligations.

                  SECTION 2.10. Indemnification.

                  (a) Subject to the provisions of Section 2.09, the
Administrative Agent and each Class A Purchaser and any director, officer,
employee or agent thereof (each such Person being an "Indemnitee") shall be
entitled to be indemnified and held harmless, but only to the extent funds are
then or thereafter become available therefor pursuant to the Supplement in
respect of Class A Increased Costs, from and against any and all claims,
damages, losses, liabilities, costs or expenses (including fees and expenses of
counsel) whatsoever (other than claims for payment of the Class A Investor
Principal Balance, Class A Monthly Interest and Fees and costs, losses or
payments covered by Section 2.07 or 2.08) which the Indemnitee may incur (or
which may be claimed against the Indemnitee) by reason of or in connection with
(i) the execution and delivery or assignment of, or payment under, this
Agreement or the Class A Invested Amount, (ii) the offer and sale of the Series
2001-1 Certificates or (iii) the other transactions contemplated hereby, except
(A) to the extent that any such claim, damage, loss, liability, cost or expense
shall be caused by the willful misconduct or gross negligence of the Indemnitee,
(B) to the extent that any such claim, damage, loss, liability, cost or expense
relates to any income or franchise tax based on the net income of such
Indemnitee or any other tax upon or measured by income, gross receipts, assets
or capital of such Indemnitee imposed by the United States of America or by any
state, locality or foreign jurisdiction in which such Indemnitee maintains a
permanent establishment or is otherwise doing business or (C) as provided in
Section 7.03 hereof. The foregoing indemnity shall include indemnification for
any claims, damages, losses, liabilities, costs or expenses (including fees and
expenses of counsel) to which the Indemnitee may become subject under the Act,
the Securities Exchange Act of 1934, as amended, the Investment Company Act of
1940, as amended, or any other Federal or state law or regulation (including
Federal banking laws and regulations). The obligations of the Trust set forth in
this subsection 2.10(a) are payable only from, and to the extent of, funds which
then are or thereafter become available therefor pursuant to the Supplement in
respect of Class A

<PAGE>


Increased Costs, and otherwise no Indemnitee shall have any claim against the
Trust in respect of such obligations.

                  (b) Each of Funding and Pier 1, as applicable, agrees to
indemnify and hold harmless each Indemnitee from and against any and all claims,
damages, losses, liabilities, costs or expenses (including fees and expenses of
counsel) whatsoever (other than claims for payment of the Class A Invested
Amount, Class A Monthly Interest and Fees and costs, losses or payments covered
by Section 2.03(c), 2.07 or 2.08) which (i) the Indemnitee may incur (or which
may be claimed against the Indemnitee) by reason of or in connection with (A)
the execution and delivery or assignment of, or payment under, this Agreement or
the Class A Invested Amount, (B) the offer and sale of the Series 2001-1
Certificates or (C) the other transactions contemplated hereby, and (ii) are
related to or arise out of (A) a breach of a representation or warranty made by
Funding (individually or as Transferor) or Pier 1 (individually or as Servicer),
as the case may be, in this Agreement or any Related Document or in connection
herewith or therewith, (B) the failure by Funding (individually or as
Transferor) or Pier 1 (individually or as Servicer), as the case may be, duly to
observe or perform any of its covenants or agreements set forth in this
Agreement or any Related Document, or (C) any action by Funding (individually or
as Transferor) or Pier 1 (individually or as Servicer), as the case may be, or
failure of Funding (individually or as Transferor) or Pier 1 (individually or as
Servicer), as the case may be, to act (including statements or omissions made,
or information provided by, Funding (individually or as Transferor) or Pier 1
(individually or as Servicer), as the case may be), except (x) to the extent
that any such claim, damage, loss, liability, cost or expense shall be caused by
the willful misconduct or gross negligence of the Indemnitee, (y) to the extent
that any such claim, damage, loss, liability, cost or expense relates to any
income or franchise tax based on the net income of such Indemnitee or any other
tax upon or measured by income, gross receipts, assets or capital of such
Indemnitee imposed by the United States of America or by any state, locality or
foreign jurisdiction in which such Indemnitee maintains a permanent
establishment or is otherwise doing business or (z) as provided in Section 7.03
hereof. The foregoing indemnity shall include indemnification for any claims,
damages, losses, liabilities, costs or expenses (including fees and expenses of
counsel) to which the Indemnitee may become subject under the Act, the
Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940,
as amended, or any other Federal or state law or regulation (including Federal
banking laws and regulations).

                  (c) Promptly after receipt by the Administrative Agent or a
Class A Purchaser of notice of the commencement of any action, the
Administrative Agent or such Class A Purchaser, as the case may be, will, if a
claim in respect thereof is to be made against the Trust, Funding or Pier 1
under subsection 2.10(a) or 2.10(b), notify such party in writing of the
commencement thereof; provided, however, the omission so to notify such party
will not relieve such party from any liability which it may have to the
Administrative Agent or such Class A Purchaser under either such subsection.

                  (d) Subject to Sections 2.09 and 7.03 hereof, any Successor
Servicer, by accepting its appointment pursuant to the Pooling and Servicing
Agreement, (i) shall agree to be bound by the terms, covenants and conditions
contained herein applicable to the Servicer and to be subject to the duties and
obligations of the Servicer hereunder, (ii) as of the date of its acceptance,
shall be deemed to have made with respect to itself the representations and

<PAGE>


warranties made by the Servicer in Sections 3.01 through 3.05 hereof (in the
case of Section 3.01 with appropriate factual changes) and (iii) shall agree on
a recourse basis to indemnify and hold harmless any Indemnitee from and against
any and all claims, damages, losses, liabilities, costs or expenses (including
the fees and expenses of counsel) whatsoever which such Indemnitee may incur (or
which may be claimed against such Indemnitee) by reason of the negligence or
willful misconduct of such Successor Servicer in exercising its powers and
carrying out its obligations under the Pooling and Servicing Agreement, the
Supplement or this Agreement.

                  SECTION 2.11. Reductions, Increases and Extensions of
Commitments.

                  (a) At any time the Transferor may, upon at least two Business
Days' prior written notice to the Administrative Agent, reduce the Class A
Purchase Limit to an amount not less than the Class A Investor Principal
Balance. Reductions of the Class A Purchase Limit pursuant to this subsection
2.11(a) shall be allocated to the Commitments of the Committed Investors pro
rata based on their relative Commitments or as the Transferor, the
Administrative Agent, the Structured Investor and each Committed Investor whose
Commitment is to be reduced less than such respective amount may otherwise agree
in writing. In addition, on the Commitment Expiration Date for a Committed
Investor, the Commitment of such Committed Investor shall be automatically
reduced to zero, which shall automatically result in a dollar for dollar
reduction of the Maximum Purchase Amount.

                  (b) The Class A Purchase Limit may be increased from time to
time by (i) the increase of the Commitment of one or more Committed Investors,
or (ii) the addition of one or more Committed Investors, subject to the
conditions that (A) such increasing or new Committed Investor shall have entered
into an appropriate amendment or supplement to this Agreement (or its
Assignment) reflecting such increased or new Commitment, and (B) such other
conditions, if any, as the Administrative Agent shall have reasonably required
in connection with its consent (including the agreement of a Committed Investor
to become a Support Party for the Structured Investor and any necessary
approvals from the Rating Agency) shall have been satisfied.

                  (c) So long as no Termination Event has occurred and is
continuing, no more than 75 and no less than 45 days prior to the applicable
Commitment Expiration Date, the Transferor may request in writing, through the
Administrative Agent, that each Committed Investor extend its Commitment
Expiration Date for an additional term of 364 days (or such shorter term as may
be specified in such request) on the terms set forth in this Agreement, which
decision will be made by each Committed Investor in its sole and absolute
discretion. Upon receipt of any such request, the Administrative Agent shall
promptly notify each Committed Investor and the Structured Investor thereof.
Each Committed Investor shall notify the Administrative Agent and the Transferor
of its willingness or refusal to consent to such extension of the Commitment
Expiration Date within thirty days of its receipt of the Transferor's written
request as described above (the "Response Date"). Any Committed Investor which
does not expressly notify the Administrative Agent that it is willing to extend
its Commitment Expiration Date prior to the Response Date shall be deemed to
have refused the requested extension. If (i) all of the Committed Investors have
agreed by the Response Date to extend the Commitment Expiration Date (or any
nonextending Committed Investor shall have assigned all of its interest as
contemplated in subsection 2.11(d) of this Agreement), (ii) the Administrative
Agent and the Structured Investor have each approved such extension, and (iii)
as of the Response Date, no

<PAGE>


Termination Event shall have occurred, the Commitment Expiration Date then in
effect shall be extended to the date which is up to 364 days following the
Response Date or, if such day is not a Business Day, the next preceding Business
Day.

                  (d) If a Committed Investor has refused a requested extension,
either the Administrative Agent or the Transferor, with the consent of the
Administrative Agent and the Structured Investor, may (but neither shall be
required to) request one or more other Committed Investors, or seek a
replacement investor acceptable to the Administrative Agent in its reasonable
discretion, and the Structured Investor in its sole discretion, to acquire all
or a portion of the Commitment of such nonextending Committed Investor and all
amounts payable to it hereunder and under the Pooling and Servicing Agreement in
accordance with Section 7.09. Each Committed Investor hereby agrees that if it
is a nonextending Committed Investor, it will assign all or a portion of its
Commitment and the amounts payable to it hereunder and under the Pooling and
Servicing Agreement to a replacement investor identified by the Administrative
Agent or the Transferor in accordance with the preceding sentence, subject to
ratable payment of such nonextending Committed Investor's Percentage Interest of
the Class A Investor Principal Balance, together with all accrued and unpaid
interest thereon, and a ratable portion of all Class A Utilization Fees, Class A
Facility Fees and other fees and amounts due to it hereunder.

                                  ARTICLE III
 Representations and Warranties of Funding as Transferor and Pier 1 as Servicer

                  Funding, as Transferor and Pier 1, Servicer, each solely as to
itself, hereby represents and warrants to the Administrative Agent and the Class
A Purchasers as follows:

                  SECTION 3.01. Existence. Funding is a limited liability
company validly existing and in good standing under the laws of the State of
Delaware, with full power and authority under such laws to own its properties
and conduct its business as such properties are presently owned and such
business is presently conducted and to execute, deliver and perform its
obligations under this Agreement, the Pooling and Servicing Agreement and the
Supplement. Pier 1 is a corporation validly existing and in good standing under
the laws of the State of Delaware, with full power and authority under such laws
to own its properties and conduct its business as such properties are presently
owned and such business is presently conducted and to execute, deliver and
perform its obligations under this Agreement, the Pooling and Servicing
Agreement and the Supplement..

                  SECTION 3.02. Authority. Funding or Pier 1, as applicable, has
the power and authority to execute, deliver and perform this Agreement, the
Pooling and Servicing Agreement and the Supplement and all the transactions
contemplated hereby and thereby and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement, the Pooling
and Servicing Agreement and the Supplement. When executed and delivered, each of
this Agreement, the Pooling and Servicing Agreement and the Supplement will
constitute the legal, valid and binding agreement of Funding or Pier 1, as
applicable, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium and other laws of general applicability relating to or
affecting creditors' rights generally. The enforceability of Funding's or Pier
1's, as applicable, obligations under such agreements is also subject to general
principles

<PAGE>


of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law, and indemnification sought in respect of
securities laws violations may be limited by public policy.

                  SECTION 3.03. No Consents Required. No consent, license,
approval or authorization of, or registration with, any governmental authority,
bureau or agency is required to be obtained in connection with the execution,
delivery or performance Funding or Pier 1, as applicable, of each of this
Agreement, the Pooling and Servicing Agreement and the Supplement that has not
been duly obtained and which is not and will not be in full force and effect on
the Closing Date, except such that may be required by the blue sky laws of any
state.

                  SECTION 3.04. No Violation. The execution, delivery and
performance Funding or Pier 1, as applicable, of each of this Agreement, the
Pooling and Servicing Agreement and the Supplement do not violate any provision
of any existing law or regulation applicable to Funding or Pier 1, as
applicable, any order or decree of any court to which Funding or Pier 1, as
applicable, is subject, its constituent documents (including, without
limitation, as applicable, its charter, by-laws, certificate of formation and
limited liability company agreement) or any mortgage, indenture, contract or
other agreement to which Funding or Pier 1, as applicable, is a party or by
which it or any significant portion of Funding's or Pier 1's, as applicable,
properties is bound (other than violations of such laws, regulations, orders,
decrees, mortgages, indentures, contracts and other agreements which do not
affect the legality, validity or enforceability of any of such agreements or the
Receivables and which, individually or in the aggregate, would not have a
material adverse effect on the Trust or the ability of Funding or Pier 1, as
applicable, to perform its obligations under this Agreement, the Pooling and
Servicing Agreement or the Supplement).

                  SECTION 3.05. No Proceeding. There is no litigation or
administrative proceeding before any court, tribunal or governmental body
presently pending or, to the knowledge of Funding or Pier 1, as applicable,
threatened against Funding or Pier 1, as applicable, with respect to this
Agreement, the Pooling and Servicing Agreement, the Supplement, the transactions
contemplated hereby or thereby or the issuance of the Series 2001-1
Certificates, and, except as otherwise disclosed in writing to the
Administrative Agent, there is no such litigation or proceeding against Funding
or Pier 1, as applicable, or any significant portion of its properties which
would have a material adverse effect on the transactions contemplated by, or the
ability of Funding or Pier 1, as applicable, to perform its obligations under,
this Agreement, the Pooling and Servicing Agreement or the Supplement.

                  SECTION 3.06. Incorporated Representations and Warranties. Its
representations and warranties in Sections 2.3 and 2.4 (in the case of the
Transferor) and 3.3 (in the case of the Servicer) of the Pooling and Servicing
Agreement are true and correct in all material respects as of the dates they
were so made (unless such representations and warranties specifically refer to
an earlier date).

                  SECTION 3.07. Financial Statements; No Adverse Change. The
consolidated balance sheets of Pier 1 and its subsidiaries as at March 3, 2001,
and the related consolidated statements of income and consolidated statement of
cash flows of Pier 1 and its subsidiaries for the fiscal year then ended, and
the consolidated balance sheets of Pier 1 and its subsidiaries as at

<PAGE>


June 2, 2001, and the related consolidated statements of income and consolidated
statement of cash flows of Pier 1 and its subsidiaries for the three months then
ended, copies of with have delivered to the Administrative Agent, fairly
present, subject, in the case of said balance sheet as at June 2, 2001, and said
statements of income and cash flows for the three months then ended, to year-end
audit adjustments, the consolidated financial condition of Pier 1 and its
subsidiaries as at such dates and the consolidated results of operations of Pier
1 and its subsidiaries for the periods ended on such dates, all in accordance
with generally accepted accounting principles applied on a consistent basis,
and, except as disclosed to Administrative Agent in writing prior to the date
hereof, since March 3, 2001, there has been no material adverse change in the
business, operations or financial condition of Pier 1 and its subsidiaries.

                  SECTION 3.08. Placement of Certificates. It is not necessary
in connection with the initial offer, sale and delivery of the Series 2001-1
Certificates to register the Series 2001-1 Certificates under the Act.

                  SECTION 3.09. Trust Indenture Act; Investment Company Act.
Neither the Pooling and Servicing Agreement nor the Supplement is required to be
qualified under the Trust Indenture Act of 1939, and the Trust is not required
to be registered under the Investment Company Act of 1940, as amended.

                  SECTION 3.10. Receivables. The Receivables conveyed by the
Transferor to the Trust under the Pooling and Servicing Agreement are in an
aggregate amount, determined as of the end of the fiscal month of the Transferor
ending on or about July 31, 2001, of not less than $134,519,411.44 of Principal
Receivables and $2,556,610.42 of Finance Charge Receivables.

                  SECTION 3.11. No Pay Out Event or Servicer Default. On the
Closing Date and after giving effect to the issuance of the Series 2001-1
Certificates and the purchase of the Initial Invested Amount, no Trust Pay Out
Event, Series 2001-1 Pay Out Event or Servicer Default has occurred and is
continuing, and no event, act or omission has occurred and is continuing which,
with the lapse of time, the giving of notice or both, would constitute such a
Pay Out Event or Servicer Default.

                                   ARTICLE IV
                              Conditions Precedent

                  SECTION 4.01. Conditions Precedent to the Initial Purchase.
The following constitute conditions precedent to the obligation of the Class A
Purchasers to purchase the Class A Invested Amount on the Closing Date:

                  (a) Representations and Warranties. On the Closing Date and
after giving effect to the purchase of the Initial Invested Amount and the
issuance of the Series 2001-1 Certificates, all representations and warranties
of the Transferor, the Trustee and the Servicer contained herein or in the
Pooling and Servicing Agreement or the Supplement or otherwise made in writing
pursuant to any of the provisions hereof or thereof shall be true and correct in
all material respects with the same force and effect as though such
representations and warranties had been made on and as of such date (unless such
representations and warranties specifically relate to an earlier date).

<PAGE>


                  (b) Related Agreements. The Administrative Agent shall have
received copies of each of the Pooling and Servicing Agreement and the
Supplement (which shall be satisfactory to the Administrative Agent), duly
executed by the parties thereto.

                  (c) Additional Documents and Opinions. The Administrative
Agent shall have been furnished on the Closing Date the following items, each of
which shall be in form and substance satisfactory to the Administrative Agent:

                  (i) a copy of (A) the constituent documents of each of Funding
         and Pier 1, and an incumbency certificate with respect to its
         respective officers executing any of the Related Documents on the
         Closing Date, certified by its authorized officer, and (B) authorizing
         resolutions for each of Funding and Pier 1 with respect to the Related
         Documents to which it is party, certified by its authorized officer;

                  (ii) the favorable written opinions of counsel for Funding and
         Pier 1 addressed to the Administrative Agent and the Class A
         Purchasers, or accompanied by a letter providing that the
         Administrative Agent and the Class A Purchasers may rely on such
         opinions as if they were addressed to them, and dated the Closing Date,
         covering general corporate matters, the due execution and delivery of,
         and the enforceability of, each of the Related Documents to which
         Funding or Pier 1 (individually or as Transferor or Servicer) is party,
         sale/security interest matters, banking regulation, tax matters and
         such other matters as the Administrative Agent may request; and

                  (iii) executed copies of all opinions required by Article VI
         of the Pooling and Servicing Agreement or by any Rating Agency in
         connection with the issuance, sale or rating of the Series 2001-1 (each
         such opinion, unless otherwise agreed to by the Administrative Agent,
         to be addressed to the Administrative Agent and the Class A Purchasers,
         or accompanied by a letter providing that the Administrative Agent and
         the Class A Purchasers may rely on such opinions as if they were
         addressed to them).

                  (d) Certificate Issuance. Simultaneously with the purchase of
the Class A Invested Amount, (i) the Series 2001-1 Certificates shall have been
duly executed and authenticated and delivered in accordance with Section 6.09 of
the Pooling and Servicing Agreement and (ii) the Administrative Agent shall have
received the duly executed Class A Certificate(s) registered in the name of the
Administrative Agent as nominee on behalf of the Class A Purchasers.

                  (e) Officer's Certificate. On the Closing Date, the
Administrative Agent shall have received a certificate of (a) the Secretary, an
Assistant Secretary or other appropriate officer of each of Funding and Pier 1,
attaching a copy of the resolutions of the Board of Directors or other
applicable body, certified as of a date not earlier than fourteen days prior to
the Closing Date, authorizing the execution, delivery and performance of the
Pooling and Servicing Agreement, the Supplement and this Agreement and as to the
incumbency of certain officers of each of Funding and Pier 1 authorized to
execute this Agreement and the documents required hereby; and (b) an authorized
officer of each of Funding and Pier 1 as to the fulfillment of the condition set
forth in Section 4.05(a) (as the same relates to Funding or Pier 1, as
applicable).

<PAGE>


                  (f) The Trustee. The Administrative Agent shall have received
a certificate from the Trustee, in form and substance satisfactory to the
Administrative Agent, covering its due execution and delivery of this Agreement
and the Supplement and the other documents executed by it in connection herewith
and therewith and the incumbency and specimen signatures of its officers
executing such documents.

                  (g) Fees. Funding shall have paid all fees payable on the
Closing Date to the Administrative Agent described in the Supplemental Fee
Letter and all reasonable and appropriately invoiced costs and expenses of the
Administrative Agent and the initial Class A Purchasers payable by Funding in
connection with the transactions contemplated hereby.

                  (h) Commercial Paper Funding. The Structured Investor shall
have determined that sufficient funds are available to it through the issuance
of its Commercial Paper Notes for its purchase on the Closing Date of the entire
Class A Initial Invested Amount.

                  (i) Payment of Series 1997-1 Certificates. The Administrative
Agent shall have received evidence satisfactory to it that the outstanding Pier
1 Imports Credit Card Master Trust Series 1997-1 Certificates shall have been,
or upon the funding of the Initial Purchase will be, paid in full and cancelled.

                  SECTION 4.02. Conditions Precedent to Each Purchase. The
following constitute conditions precedent to the obligation of the Class A
Purchasers to purchase the Class A Invested Amount on each Purchase Date
(including the Closing Date):

                  (a) Increase Notice. Except in the case of the initial
purchase on the Closing Date, the Administrative Agent shall have received a
properly completed Increase Notice substantially in the form of Attachment 4 not
later than 5:00 p.m. on the second Business Day prior to such Increase Date.

                  (b) Absence of Pay Out Events, etc. (a) No Termination Event,
and no event that, after the giving of notice or the lapse of time, would
constitute a Termination Event, shall have occurred and be continuing, (b)
except in the case of the purchase of the Class A Initial Invested Amount, as of
such Purchase Date and after giving effect to the distributions to be made on
such date pursuant to the Supplement, no unreimbursed Investor Charge-Offs shall
remain outstanding, and (c) except in the case of the purchase of the Class A
Initial Invested Amount, the amount of funds then available for distribution to
the Administrative Agent or the Class A Purchasers pursuant to the Supplement
shall equal or exceed the aggregate the sum of all interest, fees, expenses and
all other amounts due and payable to the Administrative Agent or the Class A
Purchasers hereunder (including any amounts owed to the Administrative Agent or
the Class A Purchasers under subsections 2.03(a), 2.03(b), 2.03(c), 2.03(d),
2.03(e), 2.03(f) or 2.10(a) or Section 2.07, 2.08 or 7.04, but excluding the
Class A Investor Principal Balance).

                  (c) Representations and Warranties. On the Purchase Date and
after giving effect to the purchases on such date of the Initial Invested Amount
or of the Additional Class A Invested Amount and Additional Class B Invested
Amount, if any, to be purchased on such date, as applicable, all representations
and warranties of the Transferor, the Trustee and the Servicer contained herein
or in the Pooling and Servicing Agreement or the Supplement or otherwise

<PAGE>


made in writing pursuant to any of the provisions hereof or thereof shall be
true and correct in all material respects with the same force and effect as
though such representations and warranties had been made on and as of such date
(unless such representations and warranties specifically relate to an earlier
date).

                  (d) Maximum Invested Amount. (a) After giving effect to the
purchases on such date of the Initial Invested Amount or of the Additional Class
A Invested Amount and the Additional Class B Invested Amount, as applicable, (i)
the Class A Invested Amount shall not exceed the Class A Purchase Limit, (ii)
the Transferor Interest shall be at least equal to the Minimum Transferor
Interest and (iii) the aggregate amount of Principal Receivables in the Trust
shall equal or exceed the Minimum Aggregate Principal Receivables.

                  (e) Enhancement Levels. After giving effect to the purchases
on such date of the Initial Invested Amount or of the Additional Class A
Invested Amount to be purchased on such date and any related Additional Class B
Invested Amount, the Class B Invested Amount shall at least equal the Class B
Minimum Required Amount.

                  (f) Excess Spread Percentage. In the case of any Increase
Date, the Three-Month Average Excess Spread Percentage for such Increase Date
shall equal or exceed 1.00%.

                  (g) Invested Amount Increase Increment. In the case of any
Increase Date, the sum of the Additional Class A Invested Amount and the
Additional Class B Invested Amount to be purchased on such Purchase Date shall
equal a minimum amount of $1,000,000 and be shall be in an integral multiple of
$250,000.

                  (h) Support Facilities. The Structured Investor's Support
Facilities shall be in full force and effect.

                  (i) Officer's Certificate. In the case of each Increase Date,
the Transferor shall have delivered to the Trustee and the Administrative Agent
an Officer's Certificate dated such Increase Date certifying (a) that the
conditions described in Sections 4.02(a) through 4.02(f) have been satisfied and
(b) that based on the facts known to the officer signing such Officer's
Certificate at such time, in the reasonable belief of the Transferor, the
purchases of the Additional Class A Invested Amount to be purchased on such
Increase Date and the related Additional Class B Invested Amount will not cause
a Trust Pay Out Event or Series 2001-1 Pay Out Event or an event that, after the
giving of notice or the lapse of time, would constitute a Trust Pay Out Event or
Series 2001-1 Pay Out Event to occur.

                                    ARTICLE V
            Covenants of Funding as Transferor and Pier 1 as Servicer


                  Funding, as the Transferor and Pier 1, as the Servicer (and
each Successor Servicer) covenants and agrees that, so long as any amount of the
Class A Investor Principal Balance shall be outstanding, any monetary obligation
arising hereunder is owing and shall remain unpaid, or any Commitment remains in
effect, unless the Majority Investors shall otherwise consent in writing,
Funding, as the Transferor and Pier 1, as the Servicer (and each Successor
Servicer) will:

<PAGE>


                  SECTION 5.01. Performance of Agreements. For the benefit of
the Class A Purchasers, and for so long as this Agreement shall be in effect,
perform on a timely basis each of its respective agreements, warranties and
indemnities under, and comply in all material respects with each of the
respective terms and provisions applicable to it in, the Pooling and Servicing
Agreement and the Supplement (which agreement, warranties, indemnities, terms
and provisions are incorporated by reference into this Agreement as if set forth
herein in full).

                  SECTION 5.02. Amendments to the Transaction Documents. (a) Not
terminate (except in accordance with the terms thereof), amend, waive or
otherwise modify the Pooling and Servicing Agreement or the Supplement without
the prior written consent of the Majority Investors; and (b) not consolidate
with or merge into any other Person or convey or transfer its properties and
assets substantially as an entirety to any Person without the prior written
consent of the Majority Investors.

                  SECTION 5.03. Certificates. Furnish to the Administrative
Agent a copy of each certificate, report, statement, notice or other
communication furnished by or on behalf of the Transferor or the Servicer to the
holders of Series 2001-1 Certificates, to the Trustee or to any Rating Agency
concurrently therewith and furnish to the Administrative Agent promptly after
receipt thereof a copy of each material notice, demand or other communication
received by or on behalf of the Transferor or the Servicer from the Trustee, the
holders of 10% or more (in principal amount) of the Certificates or any Rating
Agency (unless such communication relates to a Series of Certificates other than
the Series 2001-1 Certificates and is not from a Rating Agency relating to the
imposition of a "creditwatch" or "watchlist" on, the downgrading of, or a
suspension of a rating on, such other Series of Certificates).

                  SECTION 5.04. Servicer Default. Furnish to the Administrative
Agent, promptly after the occurrence of any Servicer Default, a certificate of
an appropriate officer of the Servicer setting forth the circumstances of such
Servicer Default and any action taken or proposed to be taken by the Servicer
with respect thereto.

                  SECTION 5.05. Timely Payments.

                  (a) Timely make all payments, deposits or transfers, and give
all instructions to transfer, required to be made by it under the Pooling and
Servicing Agreement and the Supplement.

                  (b) Notwithstanding anything to the contrary contained herein,
if either the Transferor or the Servicer shall fail to make any payment, deposit
or transfer relating to the Series 2001-1 required to be made pursuant to the
Pooling and Servicing Agreement or the Supplement and, as a result thereof,
amounts available to be applied under the Pooling and Servicing Agreement or the
Supplement in respect of this Agreement or the Class A Invested Amount to an
amount which is less than the amount which otherwise would have been available
had such payment, deposit or transfer been made (the amount of any such
reduction hereinafter referred to as a "Reduction Amount"), the Transferor or
the Servicer, as the case may be, shall pay to the Trustee for application as
provided in the Pooling and Servicing Agreement and the Supplement an amount
equal to (i) such Reduction Amount and (ii) interest on such Reduction Amount at
the rate determined from time to time pursuant to subsection 2.03(b).

<PAGE>


                  SECTION 5.06. Inspection of Servicer. Once in any calendar
year or, if a Trust Pay Out Event or Series 2001-1 Pay Out Event has occurred
and is continuing, at such reasonable times as the Administrative Agent may
notify Pier 1 in writing, in either case upon five Business Days prior notice to
Pier 1, afford the Administrative Agent and each Class A Purchaser access to all
records maintained by Pier 1 or any of its Affiliates or the Servicer relating
to the Receivables for purposes of inspection. Any information obtained by the
Administrative Agent or a Class A Purchaser pursuant to this Section 5.07 shall
be held in confidence by the Administrative Agent and each Class A Purchaser and
Participant hereunder unless (i) such information has become available to the
public other than as a result of a disclosure by or through the Administrative
Agent, such Class A Purchaser or such Participant, (ii) such information was
available to the Administrative Agent, such Class A Purchaser or such
Participant on a nonconfidential basis prior to its disclosure to the
Administrative Agent, such Class A Purchaser or such Participant hereunder, or
(iii) the Administrative Agent, such Class A Purchaser or such Participant
should be required in connection with any legal or regulatory proceeding to
disclose such information.

                  SECTION 5.07. Reassignment of Certificates; Other Actions.

                  (a) Not effect a reassignment or retransfer of the Series
2001-1 Certificates pursuant to Section 12.2(a) of the Pooling and Servicing
Agreement or Section 1.3 of the Supplement unless the Class A Purchasers have
been or concurrently with such reassignment or retransfer will be repaid the
entire Class A Investor Principal Balance and all accrued and unpaid Class A
Monthly Interest and Fees and Class A Increased Costs and no amounts are or will
be owing to the Class A Purchasers or the Administrative Agent hereunder.

                  (b) Not take or omit to take any action (or consent thereto)
permitted under the Pooling and Servicing Agreement or the Supplement if such
agreement requires, as a condition thereto or in connection therewith, that a
determination be made by the Transferor or the Servicer, as the case may be,
that such action or omission is not believed by the Transferor or the Servicer,
as the case may be, to be materially adverse to the interests or investment of
the holders of any Certificates unless such action or omission is also believed
by the Transferor or the Servicer, as the case may be, to be not materially
adverse to the interests of the Administrative Agent or the Class A Purchasers
hereunder or under such agreement.

                  (c) As to the Servicer, (i) not assign the Pooling and
Servicing Agreement pursuant to Section 13.8 of the Pooling and Servicing
Agreement and (ii) not delegate any of its material duties under the Pooling and
Servicing Agreement in a manner or to the extent which would require
notification thereof to be sent to each Rating Agency pursuant to Section 8.7 of
the Pooling and Servicing Agreement unless such delegation has been consented to
by the Administrative Agent in writing (which consent shall not be unreasonably
withheld or delayed) and such delegation will not, in the reasonable belief of
the Servicer, have a material adverse effect on the Certificateholders, the
Administrative Agent or the Class A Purchasers.

                  SECTION 5.08. Other Actions. Execute and deliver to the
Administrative Agent all such documents and instruments and do all such other
acts and things as may be necessary or reasonably required by the Administrative
Agent or the Trustee to enable the Trustee, the Administrative Agent or the
Class A Purchasers to exercise and enforce their respective rights

<PAGE>


under this Agreement, the Pooling and Servicing Agreement and the Supplement and
to realize thereon, and shall record and file and re-record and refile all such
documents and instruments, at such time or times, in such manner and at such
place or places, as may be necessary or reasonably required by the Trustee or
the Administrative Agent to validate, preserve, perfect and protect the position
of the Trustee, the Administrative Agent or the Class A Purchasers under this
Agreement, the Pooling and Servicing Agreement and the Supplement.

                  SECTION 5.09. Transferor Financial Information; Other
Information; Confidentiality.

                  (a) Furnish to the Administrative Agent (i) promptly when
publicly available, its annual (audited) and its quarterly (unaudited)
consolidated financial statements and such other publicly available financial
information, if any, as to Pier 1 as the Administrative Agent may request, (ii)
a copy of each report prepared under subsection 3.5 or 3.6 of the Pooling and
Servicing Agreement, (iii) notice of the occurrence of any Trust Pay Out Event
or Series 2001-1 Pay Out Event and (iv) such information with respect to the
Receivables and the servicing thereof as the Administrative Agent may reasonably
request. All information acquired by the Administrative Agent hereunder that is
not publicly available shall be kept confidential by the Administrative Agent
and not used for any purpose other than in connection with this Agreement
(including for distribution to Class A Purchasers, Participants and potential
Class A Purchasers and Participants), except as the Administrative Agent may
have been advised by counsel is (x) required by law or (y) reasonably necessary
or desirable in connection with any lawsuit or governmental investigation or
proceeding.

                  (b) Use reasonable efforts to cause all information provided
to the Administrative Agent pursuant to this Agreement, the Pooling and
Servicing Agreement or the Supplement, or in connection with any action required
or permitted to be taken hereunder or thereunder, to be complete and accurate in
all material respects.

                                   ARTICLE VI
            Representations and Warranties of the Class A Purchasers

                  SECTION 6.01. Representations and Warranties of the Class A
Purchasers. Each Class A Purchaser represents and warrants to the Transferor and
the Servicer that:

                  (a) Such Class A Purchaser is duly authorized to enter into
and perform this Agreement and has duly executed and delivered this Agreement;

                  (b) This Agreement constitutes the valid and binding
obligation of such Class A Purchaser, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, receivership and other laws
relating to, or affecting generally, the enforcement of creditors' rights and
remedies as the same may be applied in the event of the bankruptcy, insolvency,
reorganization, receivership or liquidation or a similar event of such Class A
Purchaser or a moratorium applicable to such Class A Purchaser and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity); and

<PAGE>


                  (c) No registration with consent or approval of or other
action by any federal, state, or other governmental authority or regulatory body
having jurisdiction over such Class A Purchaser is required in connection with
the execution, delivery or performance by such Class A Purchaser of this
Agreement.

                                   ARTICLE VII
                                  Miscellaneous

                  SECTION 7.01. Amendments and Waivers. This Agreement shall not
be amended or modified without the written consent of the Transferor, the
Trustee, the Servicer, the Administrative Agent and the Majority Investors. No
waiver of, or consent to the departure from, any provision of this Agreement by
any party hereto shall be effective without the written consent of the
Transferor, the Servicer, the Trustee, the Administrative Agent and the Majority
Investors. Notwithstanding the foregoing, the postponement of the date fixed for
payment of any principal of or interest on the Class A Investor Principal
Balance or of any fee or other amount under this Agreement, any change in any
rate of interest payable on the Class A Investor Principal Balance, or any
amendment to this Section or the definition of "Majority Investors" shall
require the prior consent of each Class A Purchaser.

                  SECTION 7.02. Registration of Certificate. The Class A
Purchasers hereby direct that the Class A Certificates be registered in the name
of the Administrative Agent, as nominee on behalf of the Class A Purchasers from
time to time hereunder.

                  SECTION 7.03. Service Transfer. In the event that a transfer
of servicing occurs under Section 8.5 or Article X of the Pooling and Servicing
Agreement, from and after the effective date of such transfer, the Successor
Servicer appointed pursuant to the Pooling and Servicing Agreement, and not Pier
1, shall be responsible for the performance of all servicing functions to be
performed by the Servicer from and after such date, except as provided in the
Pooling and Servicing Agreement. Such transfer shall not affect any rights or
obligations of Pier 1 which arose prior to the effective date of the transfer of
servicing or the rights or obligations of Pier 1 under Sections 2.09 and 2.10
and Article V (in the case of Sections 5.03 or 5.04 under Article V, excluding
any documents received by any Successor Servicer and also excluding any
documents received by Pier 1 from the Successor Servicer), this Section 7.03 or
Section 7.04 of this Agreement, whether arising before or after such date.

                  SECTION 7.04. Fees and Expenses. Each party shall pay all fees
and expenses incurred by it in connection with preparing and entering into this
Agreement provided, however, that the Transferor will reimburse the
Administrative Agent and each initial Class A Purchaser for its out-of-pocket
expenses and for reasonable legal fees and expenses and disbursements of its
counsel. The Administrative Agent and each Class A Purchaser, as applicable,
shall be entitled to be paid on demand from time to time, (a) all reasonable
costs and expenses of the Administrative Agent in connection with any amendment
to, or any waiver requested under, this Agreement, and of the Administrative
Agent and each other Class A Purchaser in connection with the "work-out" or
enforcement of its rights under this Agreement or any of the other documents
delivered in connection herewith, including the reasonable fees and
out-of-pocket expenses of its legal counsel with respect thereto and (b) any and
all stamp and other taxes and governmental fees and charges payable or
determined to be payable in connection with the

<PAGE>


execution and delivery of this Agreement and such other documents, or the
performance, administration or enforcement of this Agreement and such other
documents, and shall be entitled to be held harmless, from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes, fees and charges.

                  SECTION 7.05. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS.

                  SECTION 7.06. No Waiver. Neither any failure nor any delay on
the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise or the exercise of any other
right, power or privilege.

                  SECTION 7.07. Severability. In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.

                  SECTION 7.08. Termination. This Agreement shall remain in full
force and effect until the earlier of (i) the payment of the entire Class A
Investor Principal Balance, all accrued and unpaid Class A Monthly Interest and
Fees and Class A Increased Costs and all other amounts owing to the Class A
Purchasers or the Administrative Agent hereunder and (ii) the Series 2001-1
Termination Date, or if later, the payment of all amounts required to be paid
hereunder on the Series 2001-1 Termination Date.

                  SECTION 7.09. Securities Laws; Successors and Assigns;
Assignments.

                  (a) This Agreement shall be binding upon, and inure to the
benefit of, the Administrative Agent, the Class A Purchasers, the Transferor,
the Servicer and their respective successors and permitted assigns, subject to
the further provisions of this Section 7.09. Each Class A Purchaser agrees that
the Class A Invested Amount purchased by such Class A Purchaser pursuant to this
Agreement will be acquired for investment only and not with a view to any public
distribution thereof, and that such Class A Purchaser will not offer to sell or
otherwise dispose of the Class A Invested Amount so acquired by it (or any
interest therein) in violation of any of the registration requirements of the
Act or any applicable state or other securities laws. Each Class A Purchaser
acknowledges and agrees that it has no right to require the Transferor to
register under the Act or any other securities law the Class A Invested Amount
to be acquired by the Class A Purchaser pursuant to this Agreement. Each Class A
Purchaser hereby confirms and agrees that in connection with any syndication by
it of an interest in the Class A Invested Amount, such Class A Purchaser has not
engaged and will not engage in a general solicitation or general advertising
including advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over radio or television,
or any seminar or meeting whose attendees have been invited by any general
solicitation or general

<PAGE>


advertising. Each Class A Purchaser agrees with the Transferor that: (i) such
Class A Purchaser will deliver to the Transferor on or before the Closing Date
or the effective date of any participation or Assignment a letter in the form
annexed hereto as Attachment 3 (an "Investment Letter"), executed by such Class
A Purchaser, in the case of an Assignment, or by the Participant, in the case of
a participation, with respect to the purchase by such Class A Purchaser or
Participant of a portion of the Class A Invested Amount and (ii) all of the
statements made by such Class A Purchaser in its Investment Letter shall be true
and correct as of the date made.

                  (b) Neither Funding nor Pier 1 may assign any of its rights or
obligations hereunder (by operation of law or otherwise) without the prior
written consent of the Administrative Agent and the Majority Investors.

                  (c) Each Class A Purchaser may at any time sell, assign or
otherwise transfer, to the extent of such Class A Purchaser's Commitment (each,
an "Assignment"), to (i) any Permitted Assignee to which the Administrative
Agent may consent, which consent will not be unreasonably withheld, or (ii) any
other bank or financial institution to which the Transferor may consent, which
consent shall not be unreasonably withheld, and to which the Administrative
Agent may consent, which consent shall not be unreasonably withheld (upon such
assignment, an "Assignee") all or part of the obligations due to it under this
Agreement and in respect of its interest in the Class A Invested Amount;
provided, however, that any Assignment shall be void unless (i) in the case of a
Committed Investor, the minimum amount of such Assignment (other than an
Assignment effected pursuant to a Support Facility) shall be at least $5,000,000
in the aggregate, which may be composed of (A) Class A Investor Principal
Balance or (B) to the extent in excess of the Class A Investor Principal Balance
subject to such Assignment, Commitment hereunder, (ii) in the case of the
Structured Investor, the minimum amount of such Assignment (other than an
Assignment effected pursuant to a Support Facility) shall be at least $5,000,000
in the aggregate, which may be composed of (A) Class A Investor Principal
Balance, or (B) to the extent in excess of the Class A Investor Principal
Balance subject to such Assignment, the product of the Purchaser Percentage
subject to such Assignment times the Class A Purchase Limit, (iii) such assignee
Class A Purchaser shall have entered into an assignment agreement in the form of
Attachment 1 hereto (each an "Assignment Agreement") pursuant to which such
assignee Class A Purchaser has agreed in writing to assume the obligations of
the assignor Class A Purchaser (to the extent of such Assignment), (iv) such
assignee Class A Purchaser shall comply with subsections 7.09(a) and (k) and
shall have delivered to the Trustee, prior to the effectiveness of such
Assignment, a copy of the Assignment Agreement or another agreement under which
such assignee Class A Purchaser has made the representations, warranties and
covenants required to be made pursuant to such subsection, (v) in the case of a
Committed Investor, the Structured Investor shall have consented to such
Assignment in its sole discretion, and (vi) in the case of the Structured
Investor, each Committed Investor shall have consented to such Assignment in its
sole discretion. In connection with any Assignment other than to a Consented
Support Party, the assignor Class A Purchaser shall request in writing to the
Administrative Agent (who shall promptly deliver it to the Transferor) for the
consent of the Transferor (the Transferor shall respond to any such request
within ten Business Days after its receipt, and the Transferor will not
unreasonably withhold such consent), it being understood that the obtaining of
such consent is not a condition to the effectiveness of the Assignment in the
case of an Assignment to a Permitted Assignee, but that it shall be a condition
to the effectiveness of the Assignment in any other case. The provisions of
Sections 2.07 and 2.08

<PAGE>


hereof shall apply fully to any Consented Investor. Absent such consent with
respect to a Permitted Assignee other than a Consented Support Party, the
provisions of Sections 2.07 and 2.08 shall apply to such assignee Class A
Purchaser, but only to the extent that they apply to the assigning Class A
Purchaser, such that such assignee Class A Purchaser shall be reimbursed only to
the extent and in the amount its assigning Class A Purchaser would have been
reimbursed had such Assignment been held by such assigning Class A Purchaser.

                  (d) Each Class A Purchaser may assign and pledge all or a
portion of its Percentage Interest of the Class A Investor Principal Balance to
any Federal Reserve Bank as collateral to secure any obligation of such Class A
Purchaser to such Federal Reserve Bank. Such assignment may be made at any time
without notice or other obligation with respect to the assignment.

                  (e) Any Class A Purchaser may at any time grant to (i) any
Permitted Assignee or (ii) any other Person to which the Transferor may consent,
which consent shall not be unreasonably withheld a participation in all or part
(but not less than $5,000,000, except in the case of a participation effected
pursuant to a Support Facility) of its Commitment and its Percentage Interest of
the Class A Investor Principal Balance, and its rights under this Agreement
(each such Permitted Assignee or other Person, a "Participant"); provided,
however, that such participation shall be void, unless (x) such Participant
shall comply with the applicable provisions of subsections 7.09(a) and (k), and
(y) such Class A Purchaser shall have delivered to the Trustee and the
Administrative Agent, prior to the effectiveness of its participation, a copy of
an agreement under which such Participant has made the representations,
warranties and covenants required to be made pursuant to such subsection. In
connection with the granting of any such participation to any Person other than
a Consented Support Party, the granting Class A Purchaser shall provide a
written request to the Administrative Agent (who shall promptly deliver it to
the Transferor) for the consent of the Transferor to the granting of the
specified interest to any identified prospective Participant, the Transferor
shall respond to any such request within ten Business Days after its receipt,
and the Transferor will not unreasonably withhold such consent, it being
understood that the obtaining of such consent is not a condition to the
effectiveness of the participation in the case of a participation to a Permitted
Assignee, but that it shall be a condition to the effectiveness of a
participation in any other case. The provisions of Sections 2.07 and 2.08 hereof
shall apply fully to any Consented Participant and the provisions of Section
2.10 hereof shall apply fully to any Participant. Absent such consent with
respect to a Permitted Assignee other than a Consented Support Party, the
provisions of Sections 2.07 and 2.08 shall apply to such Participant of a Class
A Purchaser, but only to the extent that they apply to such Class A Purchaser,
such that such Participant shall be reimbursed only to the extent and in the
amount such Class A Purchaser would have been reimbursed had such participation
been held by such Class A Purchaser. Each Class A Purchaser hereby acknowledges
and agrees that any such participation will not alter or affect in any way
whatsoever such Class A Purchaser's direct obligations hereunder and that none
of the Transferor, the Servicer or the Administrative Agent shall have any
obligation to have any communication or relationship whatsoever with any
Participant of such Class A Purchaser in order to enforce the obligations of
such Class A Purchaser hereunder. Each Class A Purchaser shall promptly notify
the Administrative Agent (who shall promptly notify the Transferor) in writing
of the identity and interest of each Participant upon any such disposition.

<PAGE>


                  (f) A Class A Purchaser, at its sole discretion, shall be
entitled to distribute to any proposed Assignee or Participant, in connection
with any transfer or proposed transfer by such Class A Purchaser pursuant to
subsection 7.09(c) or 7.09(e), or to any Participant, Support Party or proposed
Support Party any information furnished to such Class A Purchaser by the
Administrative Agent pursuant to Article V hereof; provided, however, that, to
the extent that such information is confidential, such person agrees to execute
a confidentiality agreement in the form of Attachment 2 hereto.

                  (g) Any Class A Purchaser or (subject to the provisions of
this Section 7.09) any Participant shall have the option to change its Investing
Office or its office at which its participation in the Class A Invested Amount
is maintained, provided that, such Class A Purchaser or such Participant shall
have prior to such change in office complied with the provisions of subsection
2.08(b) and this Section 7.09, respectively, as such provisions relate to
withholding taxes, and provided further that such Class A Purchaser or such
Participant shall not be entitled to any additional amounts otherwise payable
under Section 2.07 or 2.08 hereof incurred as a result of such change in office
(unless such change of office was required by applicable law).

                  (h) The provisions of Sections 2.07 and 2.08 hereof shall
apply fully to any Consented Support Party (whether or not such Support Party is
a Class A Purchaser) in respect of the commitment and Support Advances made by
such Support Party under its Support Facilities and the provisions of Section
2.10 hereof shall apply fully to any Support Party. The provisions of Sections
2.07 and 2.08 shall also apply to any Support Party which is not a Consented
Support Party in respect of the commitment and Support Advances made by such
Support Party under its Support Facilities, but only to the extent that they
apply to the Structured Investor, such that such Support Party shall be
reimbursed only to the extent and in the amount the Structured Investor would
have been reimbursed in the absence of the commitment and Support Advances from
such Support Party.

                  (i) In the event that a Committed Investor is a Downgraded
Investor, the Structured Investor shall have the right to replace such Committed
Investor with a replacement Committed Investor, which replacement Class A
Purchaser shall succeed to the rights of such Committed Investor under this
Agreement in respect of its Commitment and such Committed Investor shall assign
such Commitment and its interest in the Class A Invested Amount to such
replacement Committed Investor in accordance with the provisions of this Section
7.09 (including applicable consent requirements of subsections 7.09(c));
provided, that such Committed Investor shall not be replaced hereunder with a
new investor until such Committed Investor has been paid in full its Percentage
Interest of the Class A Investor Principal Balance and all accrued and unpaid
interest thereon by such new investor and all other amounts (including all
amounts owing under Sections 2.07 and 2.08) owed to it and to all Participants
with respect to such Committed Investor pursuant to this Agreement. For purposes
of this subsection, a Committed Investor shall be a "Downgraded Investor" if and
so long as the credit rating assigned to its short-term obligations by Moody's
or Standard & Poor's on the date on which it became a party to this Agreement
shall have been reduced or withdrawn.

                  (j) In no event shall there be more than one Structured
Investor under this Agreement at any one time.

<PAGE>


                  (k) Notwithstanding any provision in this Agreement to the
contrary, no Class A Purchaser may make an Assignment or participation of such
Class A Purchaser's Commitment or of all or part of the obligations due to it
under this Agreement and in respect of its Class A Invested Amount to an
Assignee or Participant who is (i) not a "United States Person" with the meaning
of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the
"Code") or (ii) treated as a trust, partnership, S corporation or other type of
pass-through entity for United States federal income tax purposes. In addition,
no part of a Class A Purchaser's Commitment or its Class A Invested Amount (or
the other obligations due it under this Agreement) may be acquired, sold,
traded, transferred, participated or marketed on or through (x) an "established
securities market" within the meaning of Section 7705(b)(1) of the Code and any
proposed, temporary or final treasury regulations promulgated thereunder,
including, without limitation, an over-the-counter market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations or (y)
a "secondary market" within the meaning of Section 7704(b)(2) of the Code and
any proposed, temporary or final treasury regulations promulgated thereunder,
including, without limitation, a market where interests in the Class A
Certificates are regularly quoted by any person making a market in such
interests and a market wherein any person regularly makes available bid or offer
quotes with respect to interests in the Class A Certificates and stands ready to
effect buy or sell transactions at the quoted prices for itself or on behalf of
others.

                  SECTION 7.10. Tax Treatment. Each Class A Purchaser agrees
that, with respect to all taxes, it will, to the extent permitted by applicable
law (including the Code), report its interest in the Class A Investor Principal
Balance in a manner consistent with the intended characterization referred to in
Section 3.7 of the Pooling and Servicing Agreement.

                  SECTION 7.11. Notices.

                  (a) All notices and other communications provided for
hereunder shall be in writing (including telecopy or electronic transmission)
and, if to Funding, Pier 1 or the Trustee either mailed, telecopied, transmitted
electronically, couriered or delivered to it, addressed to it at its address set
forth in the Pooling and Servicing Agreement (or, in the case of a telecopy to
(x) Funding to telecopier no. 817-252-7881, (y) Pier 1 to telecopier no.
817-252-7881 and (z) the Trustee to telecopier no. 612-667-3464, and, in the
case of electronic transmission to (x) Funding to administrator@pier1.com, (y)
Pier 1 to administrator@pier1.com, and (z) the Trustee to
sue.dignan@wellsfargo.com, or if to the Administrative Agent or DFC, mailed,
telecopied, transmitted electronically, couriered or delivered to it, addressed
to it at (A) in the case of transaction inquiries, documentation matters,
monthly reports, compliance and covenant information, 500 Stanton Christiana
Road, Newark, Delaware 19713-2107 (Attention: Eric Kochanowski) or, in the case
of telecopy, to telecopier no. 302-634-5490, or, in the case of electronic
transmission, to kochanowski_eric@jpmorgan.com, and (B) in the case of notices,
invoices and funding and payment matters, 450 West 33rd Street, 15th Floor, New
York, New York 10001 (Attention: Quintanna Parsons-Perry) or, in the case of
telecopy, to telecopier no. 212-946-8098, or, in the case of electronic
transmission, to CPADMIN@CHASE.COM ; or, if to any other party, as such party
may direct in a written notice to the other parties. All such notices and other
communications shall, when mailed, be effective on the fifth Business Day
addressed as aforesaid thereafter or, if sent by telecopier or electronic
transmission, when transmitted

<PAGE>


(receipt confirmed). Any party hereto may change the address, telecopier number
to which notices to it are to be sent by written notice given to the other
parties hereto.

                  (b) All payments to be made to the Administrative Agent or any
Class A Purchaser hereunder shall be made in Dollars and in immediately
available funds not later than 2:30 p.m. New York City time on the date payment
is due, and, unless otherwise specifically provided herein, shall be made to the
Administrative Agent, for the account of one or more of the Class A Purchasers
or for its own account, as the case may be. Unless otherwise directed by the
Administrative Agent, all payments to it shall be made by federal wire to The
Chase Manhattan Bank, New York, New York , ABA No.: 021-000-021, for credit to
Account No.: 507953622, Delaware Funding Corp Funding Account, Reference DFC OPR
A/C, 160289.3, with telephone notice (including federal wire number) to
Quintanna Parsons-Perry at (212) 946-7194 or as otherwise directed by the
Administrative Agent. Any payments provided herein to be made to a Class A
Purchaser shall, unless otherwise directed by such Class A Purchaser, be made to
it by federal wire to the account or accounts and addressed as provided in its
respective Assignment Agreement.

                  SECTION 7.12. Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement.

                  SECTION 7.13. Exclusive Benefit. The rights and remedies of
the Administrative Agent and the Class A Purchasers specified herein are for the
sole and exclusive benefit, use and protection of the Administrative Agent and
the Class A Purchasers, and the Administrative Agent and the Class A Purchasers
are entitled, but shall have no duty or obligation to the Transferor, the
Servicer, the Trustee, the Certificateholders or otherwise, (i) to exercise or
to refrain from exercising any right or remedy reserved to the Administrative
Agent or the Class A Purchasers hereunder or (ii) to cause the Trustee or any
other party to exercise or to refrain from exercising any right or remedy
available to it.

                  SECTION 7.14. Limitation of Remedies. No Class A Purchaser
shall have the right to cause the Class A Investor Principal Balance or any
portion thereof to become due and payable prior to any Distribution Date or
other date on which amounts are payable hereunder or under the Pooling and
Servicing Agreement and the Supplement to such Class A Purchaser and shall not
attempt to exercise any of its rights hereunder with respect to funds available
for the payment thereof under the Pooling and Servicing Agreement and the
Supplement prior to such due date or Distribution Date.

                  SECTION 7.15. Counterparts. This Agreement may be executed in
any number of copies, and by the different parties hereto on the same or
separate counterparts, each of which shall be deemed to be an original
instrument.

                  SECTION 7.16. Entire Agreement. This Agreement (including the
Supplemental Fee Letter) constitutes the entire agreement between the parties
relative to the subject matter hereof. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement.
Nothing in this Agreement, expressed or implied, is intended to

<PAGE>


confer upon any party other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

                  SECTION 7.17. Headings. Article, Section and subsection
headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of,
or to be taken into consideration in interpreting, this Agreement.

                  SECTION 7.18. Bankruptcy. To the extent that the Trustee, the
Servicer or the Transferor makes a payment to the Administrative Agent or the
Class A Purchasers or the Administrative Agent or the Class A Purchasers receive
any payment or proceeds with respect to the amounts owing to the Administrative
Agent or the Class A Purchasers pursuant to the Supplement or any other amount
payable in connection with this Agreement, which payment or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or Federal law, common law or equitable cause,
then, to the extent such payment or proceeds are set aside, the amounts owing to
the Administrative Agent or the Class A Purchasers pursuant to the Supplement or
any other amount payable in connection with this Agreement or part or parts
thereof intended to be satisfied shall be revived and continue in full force and
effect, as if such payment or proceeds had not been received by the
Administrative Agent or the Class A Purchasers.

                  SECTION 7.19. Nonpetition Agreements.

                  (a) Notwithstanding any prior termination of this Agreement,
no Class A Purchaser shall, prior to the date which is one year and one day
after the final payment of the Certificates, petition or otherwise invoke the
process of any governmental authority for the purpose of commencing or
sustaining a case against the Transferor or the Trust under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Transferor or the Trust or any substantial part of its property or ordering the
winding up or liquidation of the affairs of the Transferor or the Trust.

                  (b) Notwithstanding any prior termination of this Agreement,
each of Funding, Pier 1, the Transferor, the Servicer and the Trustee hereby
agrees that it shall not institute against, or join any other person in
instituting against, DFC or any other Structured Investor any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceeding under any federal or state bankruptcy or similar law, for one year
and a day after the latest maturing commercial paper note issued by DFC or any
such Structured Investor is paid.

                  SECTION 7.20. Waiver of Jury Trial. EACH OF FUNDING, PIER 1,
THE TRANSFEROR, THE SERVICER, THE TRUSTEE, THE AGENT AND THE CLASS A PURCHASERS
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE CLASS A INVESTED AMOUNT OR
ANY OTHER

<PAGE>


DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF
FUNDING, PIER 1, THE TRANSFEROR, THE SERVICER, THE TRUSTEE, THE AGENT OR ANY
CLASS A PURCHASER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CLASS A
PURCHASERS PURCHASING AN INTEREST IN THE CLASS A INVESTED AMOUNT DESCRIBED
HEREIN AND THE AGENT AGREEING TO ACT AS SUCH HEREUNDER.

                  SECTION 7.21. The Administrative Agent.

                  (a) Each Class A Purchaser hereby irrevocably designates and
appoints MGT as its agent to act as the Administrative Agent as specified
herein, and each Class A Purchaser hereby irrevocably authorizes MGT as
Administrative Agent, to take such action on behalf of such Class A Purchaser
under the provisions of this Agreement, the Pooling and Servicing Agreement, the
Supplement and the other documents executed in connection therewith
(collectively, the "Related Documents") and to give such consents, approvals or
directions and to exercise such other powers and perform such duties as are
expressly delegated to the Administrative Agent and Class A Certificateholder by
the terms of this Agreement and the other Related Documents, together with such
other powers as are reasonably incidental thereto. The Administrative Agent
agrees to act as such upon the express conditions contained in this Agreement.
Notwithstanding any provision to the contrary elsewhere in this Agreement or any
other Related Document, the Administrative Agent shall not have any duties or
responsibilities (except those expressly set forth herein or in the other
Related Documents) or any fiduciary relationship with any Class A Purchaser, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Related Document or
otherwise exist against the Administrative Agent. The provisions of this Section
7.21 are solely for the benefit of the Administrative Agent and the Class A
Purchasers, and none of Funding, Pier 1, the Transferor, the Servicer, any
Certificateholder, the Trust or the Trustee or any of their respective
Affiliates shall have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Administrative Agent shall act solely as agent of the Class A Purchasers and
does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with Funding, Pier 1, the Transferor, the
Servicer, any Certificateholder, the Trust or the Trustee or any of their
respective Affiliates.

                  (b) The Administrative Agent may execute any of its duties
under this Agreement or any other Related Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

                  (c) Neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such person
under or in connection with this Agreement or the other Related Documents
(except in the case of the Administrative Agent for its own gross negligence or
willful misconduct) or (ii) responsible in any manner to any Class A Purchaser
for any recitals, statements, representations or warranties made by any of
Funding, Pier 1, the

<PAGE>


Transferor, the Servicer, the Trustee or the Trust or any of their respective
officers contained in this Agreement or any of the Related Documents, any other
document or in any certificate, report, prospectus, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other document or for any failure of
Funding, Pier 1, the Transferor, the Servicer, the Trustee or the Trust or any
of their respective Affiliates or any of their respective officers to perform
its obligations hereunder or thereunder. The Administrative Agent shall not be
under any obligation to any Class A Purchaser to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or the other Related Documents, or to inspect the
properties, books or records of Funding, Pier 1, the Transferor, the Servicer,
the Trustee or the Trust. The Administrative Agent shall not be responsible to
any Class A Purchaser for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any other
Related Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made by the
Administrative Agent to any Class A Purchaser or by or on behalf of Funding,
Pier 1, the Transferor, the Servicer, the Trustee or the Trust to the
Administrative Agent or any Class A Purchaser or be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein.

                  (d) The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
person or persons and upon advice and statements of legal counsel (including
counsel to Funding, Pier 1, the Transferor, the Servicer, the Trustee or the
Trust), independent accountants and other experts selected by the Administrative
Agent, Funding, Pier 1, the Transferor, the Servicer, the Trustee or the Trust.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Related Document, unless it shall
first receive such advice or concurrence of such of the Class A Purchasers as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Class A Purchasers against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Related Documents in
accordance with a request of the Majority Investors, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all Class
A Purchasers.

                  (e) The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Trust Pay Out Event, Series 2001-1
Pay Out Event or Servicer Default or comparable event (however named), unless
the Administrative Agent has received notice from a Class A Purchaser, Funding,
Pier 1, the Transferor, the Servicer, the Trustee or the Trust referring to this
Agreement, describing such event and stating that such notice is furnished
pursuant to subsection 7.21(e) of this Agreement. In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to each Class A Purchaser.

<PAGE>


                  (f) Each Class A Purchaser expressly acknowledges that neither
the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of any of Funding, Pier 1, the Transferor, the Servicer,
the Trust or the Trustee shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Class A Purchaser. Each Class A
Purchaser represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Class A Purchaser,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the Receivables and the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of each of Funding, Pier 1, the Transferor, the Servicer, the
Trust or the Trustee and made its own decision to enter into this Agreement and
its Assignment Agreement. Each Class A Purchaser also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Class A Purchaser and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the Receivables
and the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of each of Funding, Pier 1, the Transferor, the
Servicer, the Trust or the Trustee. The Administrative Agent shall not have any
duty or responsibility to provide any Class A Purchaser with any credit or other
information concerning the Receivables and the business, operations, assets,
property, financial and other conditions, prospects or creditworthiness of any
of Funding, Pier 1, the Transferor, the Servicer, the Trust or the Trustee which
may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

                  (g) The Committed Investors agree (which agreement shall
survive the termination of this Agreement) to indemnify the Administrative Agent
ratably according to their respective Commitments) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses (including reasonable fees and expenses of legal
counsel and other experts) or disbursements of any kind whatsoever which may at
any time (including at any time following the termination of this Agreement) be
imposed on, incurred by or asserted against the Administrative Agent in its
capacity as such (or as Class A Certificateholder) in any way relating to or
arising out of this Agreement or any other Related Document, or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted to be taken by the Administrative Agent under or in
connection with any of the foregoing, but only to the extent that any of the
foregoing is not paid by Funding, Pier 1, the Transferor, the Servicer, the
Trust or the Trustee; provided that no Class A Purchaser shall be liable to the
Administrative Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Agent's gross negligence or
willful misconduct. If any indemnity furnished to the Administrative Agent for
any purpose shall, in the opinion of the Administrative Agent, be insufficient
or become impaired, the Administrative Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished. The agreements in this paragraph shall
survive the termination of this Agreement.

<PAGE>


                  (h) The Administrative Agent and its affiliates may make loans
to, accept deposits from and generally engage in any kind of business with
Funding, Pier 1, the Transferor, the Servicer, the Trust or the Trustee as
though the Administrative Agent were not the Administrative Agent hereunder.
Each Class A Purchaser acknowledges that MGT acts (i) as administrator and agent
for DFC and in such capacity acts and may continue to act on behalf of DFC in
connection with DFC's business, (ii) as the agent for the Support Parties under
the liquidity and credit enhancement agreements relating to this Agreement to
which DFC is party and in various other capacities relating to the business of
DFC under various agreements and (iii) as agent under the Loan Agreement. MGT in
its capacity as the Administrative Agent shall not, by virtue of its acting in
any such other capacities be deemed to have duties or responsibilities hereunder
or be held to a standard of care in connection with the performance of its
duties as the Administrative Agent other than as expressly provided in this
Agreement. MGT may act as the Administrative Agent without regard to and without
additional duties or liabilities arising from its role as such administrator or
agent or arising from its acting in any such other capacity.

                  (i) All amounts received by the Administrative Agent for
account of the Class A Purchasers shall be distributed by the Administrative
Agent in like funds as received as follows: if such amounts were received (i) in
respect of Class A Monthly Interest and Fees or other interest in respect of
amounts owing to Class A Purchasers, to each Class A Purchaser ratably on the
basis of the amount of all such Class A Monthly Interest and Fees or other
interest owing to each such Class A Purchaser; (ii) in repayment of the Class A
Investor Principal Balance, to each Class A Purchaser ratably on the basis of
the unpaid principal amount of the Class A Investor Principal Balance owing to
each such Class A Purchaser, except as otherwise provided in subsection 2.02(a);
and (iii) in respect of other amounts payable to Class A Purchasers hereunder,
to each Class A Purchaser which shall have notified the Administrative Agent in
writing of such an amount owed to it hereunder ratably on the basis of such
amounts owed to all notifying Class A Purchasers, or in each case in such other
portions as each Class A Purchaser shall have agreed upon in an Assignment
Agreement.


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.


                                  PIER 1 FUNDING, L.L.C., as the Transferor


                                  By:  /s/ J. RODNEY LAWRENCE
                                     ---------------------------------------
                                     J. Rodney Lawrence,
                                     Senior Vice President


                                  PIER 1 IMPORTS (U.S.), INC., as the Servicer


                                  By:  /s/ J. RODNEY LAWRENCE
                                     ---------------------------------------
                                     J. Rodney Lawrence,
                                     Senior Vice President


                                  MORGAN GUARANTY TRUST COMPANY
                                  OF NEW YORK, as Administrative Agent


                                  By:  /s/ DENNIS J. KNITOWSKI
                                     ---------------------------------------
                                     Dennis J. Knitowski
                                     Vice President



<PAGE>



                                   CLASS A PURCHASERS

Type of Investor:                  DELAWARE FUNDING CORPORATION
       Structured
Maximum Purchase Amount:           By: Morgan Guaranty Trust Company of
       $100,000,000                    New York, its attorney-in-fact


                                   By: /s/ DENNIS J. KNITOWSKI
                                      --------------------------------
                                      Dennis J. Knitowski
                                      Vice President

                                   Notice Address:
                                   c/o Morgan Guaranty Trust Company of New York
                                      Administrative Agent
                                   500 Stanton Christiana Road
                                   Newark, Delaware  19713-2107
                                   Tel: (302) 634-5485
                                   Fax: (302) 634-5490

                                   Investing Office:
                                   500 Stanton Christiana Road
                                   Newark, Delaware 19713-2107



<PAGE>



Type of Investor:                  MORGAN GUARANTY TRUST COMPANY
      Committed                    OF NEW YORK
Commitment:
      $100,000,000
                                   By: /s/ DENNIS J. KNITOWSKI
                                      ------------------------------------
                                      Dennis J. Knitowski
                                      Vice President

                                   Notice Address:
                                   500 Stanton Christiana Road
                                   Newark, Delaware 19713-2107
                                   Tel: (302) 634-5485
                                   Fax: (302) 634-5490

                                   Investing Office:
                                   500 Stanton Christiana Road
                                   Newark, Delaware 19713-2107

<PAGE>

                                                                    ATTACHMENT 1
                                                   TO CLASS A PURCHASE AGREEMENT

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                                 (Series 2001-1)


                  ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of the date set
forth in Item 1 of Schedule I hereto, among the Transferor Class A Purchaser set
forth in Item 2 of Schedule I hereto (the "Transferor Class A Purchaser"), the
Purchasing Class A Purchaser set forth in Item 3 of Schedule I hereto (the
"Purchasing Class A Purchaser"), the Class A Purchasers parties thereto and
Morgan Guaranty Trust Company of New York, as agent for the Class A Purchasers
under, and as defined in, the Certificate Purchase Agreement described below (in
such capacity, the "Administrative Agent").

                                   WITNESSETH:

                  WHEREAS, this Agreement is being executed and delivered in
accordance with Section 7.09(c) of the Certificate Purchase Agreement, dated as
of September 4, 2000, among PIER 1 FUNDING, L.L.C., as seller (the
"Transferor"), PIER 1 IMPORTS (U.S.), Inc., as servicer (the "Servicer"), the
CLASS A PURCHASERS parties thereto and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as agent (the "Administrative Agent") (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Class A Purchase Agreement"; unless otherwise defined herein, terms defined in
the Class A Purchase Agreement are used herein as therein defined);

                  WHEREAS, the Purchasing Class A Purchaser (if it is not
already a Class A Purchaser party to the Class A Purchase Agreement) wishes to
become a Class A Purchaser party to the Class A Purchase Agreement and the
Purchasing Class A Purchaser wishes to acquire and assume from the Transferor
Class A Purchaser, certain of the rights, obligations and commitments under the
Class A Purchase Agreement; and

                  WHEREAS, the Transferor Class A Purchaser wishes to sell and
assign to the Purchasing Class A Purchaser, certain of its rights, obligations
and commitments under the Class A Purchase Agreement.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  (a) Upon receipt by the Administrative Agent of five
counterparts of this Agreement, to each of which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by the Transferor
Class A Purchaser, the Purchasing Class A Purchaser and the Administrative
Agent, the Administrative Agent will transmit to the Servicer, the Transferor,
the Trustee, the Transferor Class A Purchaser and the Purchasing Class A
Purchaser a Transfer Effective Notice, substantially in the form of Schedule III
to this Agreement (a "Transfer Effective Notice"). Such Transfer Effective
Notice shall be executed by the Administrative Agent and the Trustee and shall
set forth, inter alia, the date on which the transfer effected by this Agreement
shall become effective (the "Transfer Effective Date"). Subject to the prior
written consent, if applicable, of the Transferor and the Servicer to such
transfer in the

<PAGE>


form of Schedule IV to this Agreement, from and after the Transfer Effective
Date the Purchasing Class A Purchaser shall be a Class A Purchaser party to the
Class A Purchase Agreement for all purposes thereof.

                  (b) Effective as of 9:00 a.m., New York City time on the
Transfer Effective Date, the Transferor Class A Purchaser hereby irrevocably
sells, assigns and transfers to the Purchasing Class A Purchaser, without
recourse, representation or warranty, and the Purchasing Class A Purchaser
hereby irrevocably purchases, takes and assumes from the Transferor Class A
Purchaser,

                  (i) if the Purchasing Class A Purchaser is a Structured
         Investor, the entire Maximum Purchase Amount of the Transferor Class A
         Purchaser and, subject to the payment of the Purchase Price therefor,
         the entire outstanding Class A Invested Amount of the Transferor Class
         A Purchaser and all other amounts owing to the Transferor Class A
         Purchaser under the Class A Purchase Agreement,

                  (ii) if the Purchasing Class A Purchaser is a Committed
         Investor and the Transferor Class A Purchaser is a Structured Investor,
         subject to the payment of the Purchase Price therefor, the portion set
         forth on Schedule II hereto being purchased by such Purchasing Class A
         Purchaser of the presently outstanding Class A Invested Amount of the
         Transferor Class A Purchaser and all other amounts owing to the
         Transferor Class A Purchaser under the Class A Purchase Agreement, or

                  (iii) if the Purchasing Class A Purchaser and the Transferor
         Class A Purchaser are each Committed Investors, the portion set forth
         on Schedule II hereto being purchased by such Purchasing Class A
         Purchaser of the Commitment and of the presently outstanding Class A
         Invested Amount of the Transferor Class A Purchaser and all other
         amounts owing to the Transferor Class A Purchaser under the Class A
         Purchase Agreement, or in the case of in the case of a Purchasing Class
         A Purchaser which is a Committed Investor and a Transferor Class A
         Purchaser which is a Structured Investor;

in each case together with all instruments, documents and collateral security
pertaining thereto. In the case of clause (ii) or (iii) above, the portion of
the Commitment and of the presently outstanding Class A Invested Amount of the
Transferor Class A Purchaser, as applicable, being purchased is referred to
herein as the Purchasing Class A Purchaser's "Purchase Percentage"). The
purchase hereunder of any portion of the presently outstanding Class A Invested
Amount of the Transferor Class A Purchaser and any other amounts owing to the
Transferor Class A Purchaser under the Class A Purchase Agreement, is subject to
the condition that, at or before 12:00 Noon, local time of the Transferor Class
A Purchaser, on the Transfer Effective Date, the Purchasing Class A Purchaser
shall pay to the Transferor Class A Purchaser, and the Transferor Class A
Purchaser shall receive, in immediately available funds, an amount equal to the
purchase price therefor, as agreed between the Transferor Class A Purchaser and
such Purchasing Class A Purchaser (the "Purchase Price"); provided that the
failure to pay such Purchase Price shall not affect the assumption hereunder of
the Commitment (or portion thereof) or Maximum Purchase Amount, as applicable,
of the Transferor Class A Purchaser. This Agreement is intended by the parties
hereto to effect a purchase by the Purchasing Class A Purchaser and sale by the
Transferor Class A Purchaser of interests in the Class A Invested Amount, the
Commitment and

<PAGE>


the Maximum Purchase Amount, as applicable, and it is not to be construed as a
loan or a commitment to make a loan by the Purchasing Class A Purchaser to the
Transferor Class A Purchaser. The Transferor Class A Purchaser hereby confirms
that the amount of the Class A Invested Amount is $____ as of ______, ____ and
its share thereof is $____ as of such date.

                  (c) The Transferor Class A Purchaser has made arrangements
with the Purchasing Class A Purchaser with respect to (i) the portion, if any,
to be paid, and the date or dates for payment, by the Transferor Class A
Purchaser to the Purchasing Class A Purchaser of any fees heretofore received by
the Transferor Class A Purchaser pursuant to the Class A Purchase Agreement
prior to the Transfer Effective Date and (ii) the portion, if any, to be paid,
and the date or dates for payment, by the Purchasing Class A Purchaser to the
Transferor Class A Purchaser of fees or interest received by the Purchasing
Class A Purchaser pursuant to the Class A Purchase Agreement from and after the
Transfer Effective Date.

                  (d) (i) All principal payments that would otherwise be payable
from and after the Transfer Effective Date to or for the account of the
Transferor Class A Purchaser pursuant to the Class A Purchase Agreement shall,
instead, be payable to or for the account of the Transferor Class A Purchaser
and the Purchasing Class A Purchaser, as the case may be, in accordance with
their respective interests as reflected in this Agreement.

                  (ii) All interest, fees and other amounts that would otherwise
         accrue for the account of the Transferor Class A Purchaser from and
         after the Transfer Effective Date pursuant to the Class A Purchase
         Agreement shall, instead, accrue for the account of, and be payable to
         or for the account of, the Transferor Class A Purchaser and the
         Purchasing Class A Purchaser, as the case may be, in accordance with
         their respective interests as reflected in this Agreement. In the event
         that any amount of interest, fees or other amounts accruing prior to
         the Transfer Effective Date was included in the Purchase Price paid by
         the Purchasing Class A Purchaser, the Transferor Class A Purchaser and
         the Purchasing Class A Purchaser will make appropriate arrangements for
         payment by the Transferor Class A Purchaser to the Purchasing Class A
         Purchaser of such amount upon receipt thereof from the Administrative
         Agent.

                  (e) Concurrently with the execution and delivery hereof, (i)
the Purchasing Class A Purchaser will deliver to the Transferor and the Trustee
an executed Investment Letter in the form of Attachment 3 to the Class A
Purchase Agreement and, (ii) if the Purchasing Class A Purchaser has not
heretofore done so, the Purchasing Class A Purchaser will deliver to the
Transferor and the Trustee an executed Confidentiality Agreement in the form of
Attachment 2 to the Class A Purchase Agreement.

                  (f) Each of the parties to this Agreement agrees and
acknowledges that (i) at any time and from time to time upon the written request
of any other party, it will execute and deliver such further documents and do
such further acts and things as such other party may reasonably request in order
to effect the purposes of this Agreement, (ii) the Administrative Agent shall
apply each payment made to it under the Class A Purchase Agreement, whether in
its individual capacity or as Administrative Agent, in accordance with the
provisions of the Class A Purchase Agreement, as appropriate, (iii) for any
period during which interest on the Class A Invested Amount is accruing at the
Risk Rate, the Administrative Agent shall notify the

<PAGE>


Purchasing Class A Purchaser of any change therein and (iv) the Class A
Utilization Fee and the Class A Facility Fee payable to the Purchasing Class A
Purchaser shall be set forth in a letter dated as of the date hereof between the
Purchasing Class A Purchaser and the Transferor Class A Purchaser (and, to the
extent such letter is delivered to and accepted by the Administrative Agent, the
Administrative Agent is hereby authorized to make distributions of Class A
Utilization Fees and the Class A Facility Fees accordingly).

                  (g) By executing and delivering this Agreement, the Transferor
Class A Purchaser and the Purchasing Class A Purchaser confirm to and agree with
each other and the Administrative Agent and the Class A Purchasers as follows:
(i) other than the representation and warranty that it is the legal and
beneficial owner of the interest being assigned hereby free and clear of any
adverse claim, the Transferor Class A Purchaser makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Class A Purchase
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Class A Purchase Agreement or any other instrument
or document furnished pursuant thereto; (ii) the Transferor Class A Purchaser
makes no representation or warranty and assumes no responsibility with respect
to the Trust, the financial condition of the Servicer, the Transferor or the
Trustee, or the performance or observance by the Servicer, the Transferor or the
Trustee of any of their respective obligations under the Class A Purchase
Agreement or the Pooling and Servicing Agreement or any other instrument or
document furnished pursuant hereto; (iii) each Purchasing Class A Purchaser
confirms that it has received a copy of such documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (iv) each Purchasing Class A Purchaser will, independently and
without reliance upon the Administrative Agent, the Transferor Class A Purchaser
or any other Class A Purchaser and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Class A Purchase Agreement; (v) each
Purchasing Class A Purchaser appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the
Class A Purchase Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto,
all in accordance with Section 7.21 of the Class A Purchase Agreement; and (vi)
each Purchasing Class A Purchaser agrees (for the benefit of the Transferor
Class A Purchaser, the Administrative Agent, the Class A Purchasers, the
Trustee, the Servicer and the Transferor) that it will perform in accordance
with their terms all of the obligations which by the terms of the Class A
Purchase Agreement are required to be performed by it as a Class A Purchaser.

                  (h) Each party hereto represents and warrants to and agrees
with the Administrative Agent that it is aware of and will comply with the
provisions of Section 7.09(a) of the Class A Purchase Agreement and each
Purchasing Class A Purchaser confirms that it satisfies the requirements of
Sections 7.09(a) and clause (ii) of the proviso to the first sentence of 7.09(c)
of the Class A Purchase Agreement and hereby makes with respect to itself the
representations, warranties and covenants required to be made pursuant to
subsection 7.09(a) of the Class A Purchase Agreement.

                  (i) The Purchasing Class A Purchaser agrees and acknowledges
that, pursuant to subsection 7.09(c) of the Class A Purchase Agreement, unless
the Purchasing Class A

<PAGE>


Purchaser is a Consented Investor, the Trust shall be obligated to indemnify the
Purchasing Class A Purchaser only for amounts payable under Sections 2.07 and
2.08, not in excess of such amounts which would have been owing thereunder had
such assignment not occurred.

                  (j) Schedule II hereto sets forth the revised Class A Invested
Amount of the Transferor Class A Purchaser and the Purchasing Class A Purchaser
as well as administrative information with respect to the Purchasing Class A
Purchaser.

                  (k) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers on
Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

<PAGE>




                                                                   SCHEDULE I TO
                                                            ASSIGNMENT AGREEMENT

                          COMPLETION OF INFORMATION AND
                       SIGNATURES FOR ASSIGNMENT AGREEMENT

             Re  Certificate Purchase Agreement, dated as of September 4, 2000,
                 among Pier 1 Funding, L.L.C., as Transferor, Pier 1 Imports
                 (U.S.), Inc., as Servicer, the Class A Purchasers parties
                 thereto, and Morgan Guaranty Trust Company of New York, as
                 Administrative Agent.


Item 1:      Date of Assignment Agreement:

Item 2:      Transferor Class A Purchaser:

Item 3:      Purchasing Class A Purchaser:

Item 4:      Signatures of Parties to Agreement:


                                               -------------------------------
                                               as Transferor Class A Purchaser


                                               By:
                                                  ----------------------------
                                                  Title:

                                               -------------------------------
                                               as Purchasing Class A Purchaser


                                               By:
                                                  ----------------------------
                                                  Title:

ACCEPTED BY:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
as Administrative Agent


By:
   ------------------------------
   Title:


<PAGE>

                                                                  SCHEDULE II TO
                                                            ASSIGNMENT AGREEMENT

                LIST OF INVESTING OFFICES, ADDRESSES FOR NOTICES,
                     CLASS A INVESTED AMOUNT AND COMMITMENT

<Table>
<Caption>

[Transferor Class A Purchaser]

<S>                                       <C>                               <C>
A.  Type of Investor:                     [Structured/Committed]
B.  Commitment (not applicable to Structured Investor):
    Transferor Class A Purchaser Commitment                                 $_________
    Prior to Sale
    Commitment Sold:                                                        $_________
    Commitment Retained:                                                    $_________
C.  Maximum Purchase Amount (applicable only to Structured Investor):       $_________
D.  Class A Investor Principal Balance:
    Transferor Class A Purchaser                                            $_________
    Class A Investor Principal Balance Prior to Sale:
    Class A Investor Principal Balance Sold:                                $_________
    Class A Investor Principal Balance Retained:                            $_________
[Purchasing Class A Purchaser]
A.  Type of Investor:                     [Structured/Committed]
B.  Commitment (not applicable to Structured Investor):
    Transferee Class A Purchaser Commitment After Sale:                     $_________
C.  Maximum Purchase Amount (applicable only to Structured Investor):       $_________
D.  Class A Investor Principal Balance:
    Transferee Class A Investor                                             $_________
    Class A Investor Principal Balance After Sale:
Purchase Percentage
Address for Notices:
Investing Office:
</Table>


<PAGE>


                                                                 SCHEDULE III TO
                                                            ASSIGNMENT AGREEMENT

                                     Form of
                            Transfer Effective Notice

To:   Pier 1 Funding, L.L.C.,
      Pier 1 Imports (U.S.), Inc.
      The Bank of New York, as Trustee,
      Transferor Class A Purchaser
      Each Purchasing Class A Purchaser


                  The undersigned, as Administrative Agent under the Certificate
Purchase Agreement, dated as of September 4, 2000, among Pier 1 Funding, L.L.C.,
as Transferor, Pier 1 Imports (U.S.), Inc., as Servicer, the Class A Purchasers
parties thereto and Morgan Guaranty Trust Company of New York, as the
Administrative Agent, acknowledges receipt of five executed counterparts of a
completed Assignment and Assumption Agreement. [Note: attach copies of Schedules
I and II from Agreement.] Terms defined in such Assignment and Assumption
Agreement are used herein as therein defined.

                  1. Pursuant to such Assignment and Assumption Agreement, you
are advised that the Transfer Effective Date will be ____________ , ____.

                  2. Pursuant to such Assignment and Assumption Agreement, each
Purchasing Class A Purchaser is required to pay its Purchase Price to the
Transferor Class A Purchaser at or before 12:00 Noon on the Transfer Effective
Date in immediately available funds.

                                Very truly yours,

                                MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK, as Administrative Agent


                                By:
                                   ----------------------------------
                                   Title:

NOTICE OF ASSIGNMENT
ACKNOWLEDGED BY:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee


By:
   ---------------------------------------
   Title:

<PAGE>
                                                                  SCHEDULE IV TO
                                                            ASSIGNMENT AGREEMENT

                                     Form of
                       Consent of Transferor and Servicer


To:   Wells Fargo Bank Minnesota, National Association, as Trustee


                  The undersigned hereby consent to the transfer, as of the
Transfer Effective Date, of a portion of the Class A Invested Amount in the
amount of $____ by ____________ to ____________, pursuant to the Certificate
Purchase Agreement, dated as of September 4, 2000, among Pier 1 Funding, L.L.C.,
as Transferor, Pier 1 Imports (U.S.), Inc., as Servicer, the Class A Purchasers
parties thereto and Morgan Guaranty Trust Company of New York, as the
Administrative Agent.


                                Very truly yours,

                                PIER 1 FUNDING, L.L.C.


                                By:
                                   -----------------------------
                                   Name:
                                   Title:

Dated:
      -------------------------------

cc:  Morgan Guaranty Trust Company
     of New York, as Administrative Agent
     Purchasing Class A Purchaser

<PAGE>


                                                                    ATTACHMENT 2
                                                   TO CLASS A PURCHASE AGREEMENT

                        Form of Confidentiality Agreement

                                     [Date]

                            CONFIDENTIALITY AGREEMENT

[Insert Name and
Address of Prospective
Assignee or Participant]

                  Re:  Certificate Purchase Agreement, dated as of September 4,
                       2000, among Pier 1 Funding, L.L.C., as Transferor, Pier 1
                       Imports (U.S.), Inc., as Servicer, the Class A Purchasers
                       parties thereto, and Morgan Guaranty Trust Company of New
                       York, as Administrative Agent for the Class A Purchasers

Dear _____________:


                  As a Class A Purchaser party to the above-referenced
Certificate Purchase Agreement, dated as of September 4, 2000 (the "Class A
Purchase Agreement"), among Pier 1 Funding, L.L.C., as Transferor (the
"Transferor"), Pier 1 Imports (U.S.), Inc., as Servicer (the "Servicer"), the
Class A Purchasers parties thereto, and Morgan Guaranty Trust Company of New
York, as Administrative Agent, we have agreed with the Transferor pursuant to
subsection 7.09(f) of the Class A Purchase Agreement to use reasonable
precautions to keep confidential, except as otherwise provided herein and
therein, all non-public information provided by the Transferor or the Servicer
at the time the same is delivered to us pursuant to the Class A Purchase
Agreement.

                  As provided in said subsection 7.09(f), we are permitted to
provide you, as a prospective assignee Class A Purchaser or Participant, with
certain of such non-public information subject to the execution and delivery by
you, prior to receiving such non-public information, of a Confidentiality
Agreement in this form. Such information will not be made available to you until
your execution and return of this Confidentiality Agreement.

                  Accordingly, in consideration of the foregoing, you agree (on
behalf of yourself and each of your affiliates, directors, officers, employees
and representatives) that (A) such information will not be used by you except in
connection with the proposed assignment or participation mentioned above and (B)
you shall use reasonable precautions, in accordance with your customary
procedures for handling confidential information and in accordance with safe and
sound banking practices, to keep such information confidential, provided that
nothing herein shall limit the disclosure of any such information (i) to the
extent required by statute, rule, regulation or judicial process, (ii) to your
counsel or to counsel for any of the Class A Purchasers or the Administrative
Agent, (iii) to bank examiners, auditors or accountants, (iv) to the
Administrative Agent or any other Class A Purchaser, (v) in connection with any
litigation to

<PAGE>


which you or any one or more of the Class A Purchasers is a party; provided,
further, that, unless specifically prohibited by applicable law or court order,
you agree, prior to disclosure of any such non-public information, to notify the
transferor of any request for disclosure of any such information, (x) by any
governmental agency or representative thereof (other than any such request in
connection with an examination of your financial condition by such governmental
agency) or (y) pursuant to legal process.


                  Would you please indicate your agreement to the foregoing by
signing at the place provided below the enclosed copy of this Confidentiality
Agreement.

                                Very truly yours,

                                [Insert Name of Class A Purchaser]


                                By:
                                   -------------------------------

The foregoing is agreed to as of the
date of this letter

[Insert name of prospective
assignee or participant]


By:
   -------------------------------


<PAGE>


                                                                    ATTACHMENT 3
                                                   TO CLASS A PURCHASE AGREEMENT

                            FORM OF INVESTMENT LETTER

                                     [Date]


                  Re   Pier 1 Imports Credit Card Master Trust
                       Purchases of Class A Invested Amount, Series 2001-1

Ladies and Gentlemen:


                  This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 7.09(a) of the Certificate
Purchase Agreement, dated as of September 4, 2000 (the "Class A Purchase
Agreement"), among Pier 1 Funding, L.L.C., as Transferor, Pier 1 Imports (U.S.),
Inc., as Servicer, the Class A Purchasers parties thereto and Morgan Guaranty
Trust Company of New York, as the Administrative Agent. Capitalized terms used
herein without definition shall have the meanings set forth in the Class A
Purchase Agreement. The Purchaser represents to and agrees with the Transferor
as follows:

                  (a) The Purchaser is authorized [to enter into the Class A
         Purchase Agreement and to perform its obligations thereunder and to
         consummate the transactions contemplated thereby] [to purchase a
         participation in the Class A Invested Amount].

                  (b) The Purchaser has such knowledge and experience in
         financial and business matters as to be capable of evaluating the
         merits and risks of its investment in the Class A Invested Amount and
         is able to bear the economic risk of such investment. The Purchaser
         has, independently and without reliance upon the Administrative Agent
         or any other Class A Purchaser, and based on such documents and
         information as it has deemed appropriate, made is own appraisal of and
         investigation into the business, operations, property, financial and
         other condition and creditworthiness of the Trust, the Transferor and
         the Servicer and made its own decision to purchase its interest in the
         Class A Invested Amount, and will, independently and without reliance
         upon the Administrative Agent or any other Class A Purchaser, and based
         on such documents and information as it shall deem appropriate at the
         time, continue to make its own analysis, appraisals and decisions in
         taking or not taking action under the Class A Purchase Agreement, and
         to make such investigation as it deems necessary to inform itself as to
         the business, operations, property, financial and other condition and
         creditworthiness of the Trust, the Transferor and the Servicer.

                  (c) The Purchaser is an "accredited investor", as defined in
         Rule 501, promulgated by the Securities and Exchange Commission (the
         "Commission") under the Securities Act of 1933, as amended (the
         "Securities Act"), or is a sophisticated institutional investor. The
         Purchaser understands that the offering and sale of the Class A
         Invested Amount has not been and will not be registered under the
         Securities Act and has not and will not be registered or qualified
         under any applicable "Blue Sky" law, and that

<PAGE>


         the offering and sale of the Class A Invested Amount has not been
         reviewed by, passed on or submitted to any federal or state agency or
         commission, securities exchange or other regulatory body.

                  (d) The Purchaser is acquiring an interest in Class A Invested
         Amount without a view to any distribution, resale or other transfer
         thereof except, with respect to any Class A Invested Amount or any
         interest or participation therein, as contemplated in the following
         sentence. The Purchaser will not resell or otherwise transfer any
         interest or participation in the Class A Invested Amount, except in
         accordance with Section 7.09 of the Class A Purchase Agreement and (i)
         in a transaction exempt from the registration requirements of the
         Securities Act and applicable state securities or "Blue Sky" laws; (ii)
         to the Transferor or any affiliate of the Transferor; or (iii) to a
         person who the Purchaser reasonably believes is a qualified
         institutional buyer (within the meaning thereof in Rule 144A under the
         Securities Act) that is aware that the resale or other transfer is
         being made in reliance upon Rule 144A. In connection therewith, the
         Purchaser hereby agrees that it will not resell or otherwise transfer
         the Class A Invested Amount or any interest therein unless the
         purchaser thereof provides to the addressee hereof a letter
         substantially in the form hereof.

                  (e) This Investment Letter has been duly executed and
         delivered and constitutes the legal, valid and binding obligation of
         the Purchaser, enforceable against the Purchaser in accordance with its
         terms, except as such enforceability may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws or equitable
         principles affecting the enforcement of creditors' rights generally and
         general principles of equity.

                                Very truly yours,

                                [NAME OF PURCHASER]


                                By:
                                   ---------------------------------
                                   Name:
                                   Title:

AGREED TO AS OF THE DATE
FIRST ABOVE WRITTEN:

PIER 1 FUNDING, L.L.C.


By:
   -------------------------
   Name:
   Title:


<PAGE>


                                                                    ATTACHMENT 4
                                                   TO CLASS A PURCHASE AGREEMENT

                             FORM OF INCREASE NOTICE

                                     [date]

To:  Morgan Guaranty Trust Company of New York,
     as Administrative Agent under the
     Certificate Purchase Agreement referred to below
     500 Stanton Christiana Road
     Newark, Delaware 19713-2107

                  Re:  Purchase of Additional Class A Invested Amount under the
                       Certificate Purchase Agreement, dated as of September 4,
                       2000, among Pier 1 Funding, L.L.C., as Transferor, Pier 1
                       Imports (U.S.), Inc., as Servicer, the Class A Purchasers
                       parties thereto, and Morgan Guaranty Trust Company of New
                       York, as Administrative Agent

Ladies and Gentlemen:


                  The undersigned, Pier 1 Funding, L.L.C., as Transferor (as
such term is defined in the Certificate Purchase Agreement referenced above, the
"Class A Purchase Agreement"; terms used herein but not defined herein shall
have the respective meanings given thereto in the Class A Purchase Agreement),
pursuant to the terms of the Class A Purchase Agreement, hereby notifies you as
follows:

                  1. This Increase Notice is being delivered pursuant to
subsection 2.01(c) of the Class A Purchase Agreement with respect to a purchase
of Additional Class A Invested Amount thereunder and under the Supplement
referred to therein.

                  2. The Purchase Date for the purchase of such Additional Class
A Invested Amount is __________________.

                  3. The purchase of such Additional Class A Invested Amount is
part of a purchase with a Collateral Interest Increase on such Purchase Date as
follows:


               Class                                     Amount

               Additional Class A Invested Amount        $______________
               Additional Class B Invested Amount        $______________

                  4. The Additional Class A Invested Amount which is requested
from the Class A Purchasers on such Purchase Date is $______.

<PAGE>


                  5. In the event that the Structured Investor does not purchase
the entire Additional Class A Invested Amount, the portions thereof to the
funded by the Committed Investors are as follows:

                  Name of Committed Investor          Percentage

In each case, the portion so allocated to each Committed Investor does not
exceed (i) the excess of its Adjusted Commitment over the aggregate amount of
the Class A Investor Principal Balance owed to such Committed Investor prior to
such purchase, or (ii) except as such Committed Investor and the Structured
Investor have otherwise consented in writing, such Committed Investor's
Purchaser Percentage of the Additional Class A Invested Amount.

                  6. The Transferor hereby certifies that (a) on the date hereof
and after giving effect to the purchases on the Purchase Date of the Additional
Class A Invested Amount to be purchased on such date and the related Additional
Class B Invested Amount, all representations and warranties of the Transferor,
the Trustee and the Servicer contained in the Class A Purchase Agreement or in
the Pooling and Servicing Agreement or the Supplement or otherwise made in
writing pursuant to any of the provisions thereof are true and correct in all
material respects with the same force and effect as though such representations
and warranties had been made on and as of the date hereof (unless such
representations and warranties specifically relate to an earlier date), and (b)
in the reasonable belief of the Transferor, the purchases of the Additional
Class A Invested Amount to be purchased on such Purchase Date and the related
Additional Class B Invested Amount will not cause a Trust Pay Out Event or
Series 2001-1 Pay Out Event or an event that, after the giving of notice or the
lapse of time, would constitute a Trust Pay Out Event or Series 2001-1 Pay Out
Event to occur. The Transferor undertakes to deliver on the Purchase Date the
Officer's Certificate required pursuant to Section 4A.0 of the Class A Purchase
Agreement.

                  7. The proceeds of the funding requested herein are to be sent
by wire transfer to the account identified in Annex I hereto.

                                Very truly yours,

                                PIER 1 FUNDING, L.L.C.


                                By:
                                   ------------------------------
                                   Name:
                                   Title:

<PAGE>


                                                                         ANNEX I
                                                              TO INCREASE NOTICE

                           Wire Transfer Instructions