exv10w4



 





Exhibit 10.4




AMENDMENT NO. 2

TO

CREDIT CARD PROGRAM AGREEMENT





     This Amendment No. 2 to the Credit Card Program Agreement (the “Amendment”) is made and
entered into this 8th day of June, 2007, by and among Pier 1 Imports (U.S.), Inc., a Delaware
corporation (“Pier 1”) and Chase Bank USA, N.A. (“Bank”).




WITNESSETH:





     WHEREAS, Pier 1 and Bank have previously entered into that certain Credit Card Program
Agreement, dated as of August 30, 2006, as amended (the “Program Agreement”);





     WHEREAS, Pier 1 and Bank desire to further amend the Program Agreement to provide for certain
modifications to address the issuance of a “co-brand” credit card pursuant to the Program
Agreement;





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




ARTICLE 1

DEFINITIONS AND USAGE




1.1 Definitions.





     For purposes of this Amendment, capitalized terms used but not otherwise defined in this
Amendment will have the meaning ascribed to such terms in the Program Agreement.




1.2 Miscellaneous.






     (a) As used herein: (1) all references to the plural number shall include the singular
number (and vice versa); (2) all references to “herein,” “hereunder,” “hereof” or like words
shall refer to this Amendment as a whole and not to any particular section, subsection or
clause contained in this Amendment; (3) all references to “include,” “includes” or
“including” shall be deemed to be followed by the words “without limitation”; (4) unless
specified as Business Days or Fiscal Months, all references to days or months shall be
deemed references to calendar days or months; and (5) all references to “$” or “dollars”
shall be deemed references to United States dollars.





     (b) Any approvals and consents required under this Amendment shall not be unreasonably
withheld, unless such consent or approval may be made in the sole discretion of a party.





     (c) This Amendment was negotiated by the parties with the benefit of legal
representation, and any rule of construction or interpretation otherwise requiring this



 









 







Agreement to be construed or interpreted against any party shall not apply to any
construction or interpretation hereof.



ARTICLE 2

AMENDMENTS




2.1 Amendment to Section 1.1 of the Program Agreement.





     Section 1.1 of the Program Agreement is amended to add or modify the following defined terms:





“Card Association” means American Express, Visa International Inc., Visa U.S.A.,
Inc. or Mastercard International Inc., or any other payment system that is generally
acceptable to sellers of goods and services.




“Co-Branded Credit Card” means a Credit Card that bears a Pier 1 Licensed Mark and
the trademarks, tradenames, service marks, logs and other proprietary designations
of a Card Association.”




“Pier 1 Credit Card” means a Private Label Credit Card and/or a Co-Branded Credit
Card offered pursuant to the terms of this Agreement.”



2.2 Amendment to Section 3.1 of the Program Agreement.





     Section 3.1 of the Program Agreement is amended to read in its entirety as follows:





     “3.1 Program Objectives. In performing its responsibilities with respect to the
management and administration of the Program, each Party shall be guided by the following Program
objectives (the “Program Objectives”):






     (a) to enhance the experience of Pier 1 Shoppers;





     (b) to increase profits from retail sales of Pier 1;





     (c) to maintain or improve customer insight through data acquisition and analysis;





     (d) to maximize Program economics while minimizing operational costs and complexity;





     (e) to leverage the Program to identify existing and potential Pier 1 Shoppers, develop
and deepen relationships with Pier 1 Shoppers and finance retail sales growth;





     (f) to ensure that the Bank’s Program-related activities are at all times conducted in
a safe and sound manner and in accordance with Applicable Law; and





     (g) to increase the Pier 1 Credit Card’s share of Pier 1 retail sales.



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In pursuing the Program Objectives, the Parties acknowledge and agree the Co-Branded Credit Card
component of the Program is intended to supplement, and not displace, the Private Label Credit
Card component of the Program. In the event the Co-Branded Credit Card component of the Program
causes a Material Adverse Effect with respect to the Private Label Credit Card component of the
Program, the Parties agree to cooperate in good faith to adjust the Program to align with the
Program Objectives.”



2.3 Amendment to Schedule 16.2(d) of the Program Agreement.





     Schedule 16.2(d) of the Program Agreement is hereby amended to read in its entirety as set
forth on Schedule 16.2(d) hereto.




2.4 No Other Amendments





     Except as amended by this Amendment, all other provisions of the Program Agreement remain
unmodified and in full force and effect.




ARTICLE 3

GENERAL PROVISIONS




3.1 Severability





     If any provision of this Amendment is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any
provision of this Amendment held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.




3.2 Governing Law





     (a) This Amendment and all rights and obligations hereunder, including matters of
construction, validity and performance, shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made to be performed within such State and
applicable federal law.





     (b) Each Party shall comply in all material respects with Applicable Law in connection with
its activities and the exercise of its rights and performance of its obligations hereunder.




3.3 Execution of Amendment





     This Amendment may be executed in one or more counterparts, each of which will be deemed to be
an original copy of this Amendment and all of which, when taken together, will be deemed to
constitute one and the same agreement. The exchange of copies of this Amendment and of signature
pages by facsimile transmission shall constitute effective execution and delivery of this Amendment
as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures
of the parties transmitted by facsimile shall be deemed to be their original signatures for all
purposes.




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CHASE BANK USA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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