[DESCRIPTION] THIRD EXTENSION AGREEMENT
THIRD EXTENSION AGREEMENT
This Third Extension Agreement (this "Agreement"), entered into on September 21, 1994, by and between
Sunbelt Nursery Group, Inc., a Delaware corporation ("Borrower"), and Pier 1 Imports, Inc., a Delaware
corporation ("Pier 1"), and Pier-SNG, Inc., a Delaware corporation ("Pier-SNG" and, collectively with Pier 1,
sometimes referred to as "Lender").
A. The parties hereto have previously entered into that certain Extension Agreement, dated April 25, 1994 (the
"First Extension") and the Second Extension Agreement, dated June 29, 1994 (the "Second Extension"),
providing for the extension of the date of the maturity (the "Maturity Date") of the Credit Agreement and of the
Notes (as such terms are defined in the First Extension).
B. The Maturity Date of the Credit Agreement and of the Notes, as so extended, is currently September 21,
C. Borrower is attempting to refinance (the "New Financing") its obligations under the Credit Agreement and the
Notes, and to facilitate the New Financing, Borrower has requested that Lender amend the Credit Agreement
and the Notes to further extend the maturities thereof as herein provided.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as
1. Defined Terms. Capitalized terms not otherwise defined herein shall have the meanings defined for such terms
in the First Extension.
2. Extension and Consideration. The Maturity Date shall be extended to October 15, 1994. The Maturity Date
of Borrower's 8% promissory note dated June 29, 1994, in the principal amount of $100,000, given as
consideration for the Second Extension Agreement, shall be extended to October 15, 1994.
3. Amendments of the Credit Agreement and the Notes.
(a) Amendment of the Credit Agreement. The definition "Termination Date" in Section 1.1 of the Credit
Agreement is, effective as of the date of this Agreement (the "Effective Date"), hereby replaced in