WITNESSETH: ----------Revolving Credit Agreement • December 21st, 2001 • Cpi Corp • Services-personal services • Missouri
RIGHTS AGREEMENTRights Agreement • March 15th, 2000 • Cpi Corp • Services-personal services • Delaware
EXHIBIT 10.40 -------------- STOCK PURCHASE AGREEMENT By and Between Ridgedale Prints Plus, Inc.Stock Purchase Agreement • August 31st, 2001 • Cpi Corp • Services-personal services • Delaware
EXHIBIT 5.1 SECOND AMENDMENT TO LICENSE AGREEMENT THIS SECOND AMENDMENT TO LICENSE AGREEMENT ("Second Amendment") is made as of November 10, 1999, by and between SEARS, ROEBUCK AND CO., a New York corporation ("Sears") and CONSUMER PROGRAMS...License Agreement • December 23rd, 1999 • Cpi Corp • Services-personal services
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.49 FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT ---------------------------------------------- THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") is made and entered into as...Revolving Credit Agreement • May 1st, 2002 • Cpi Corp • Services-personal services • Missouri
EXHIBIT (10.15) DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • May 3rd, 2001 • Cpi Corp • Services-personal services • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2001 • Cpi Corp • Services-personal services • Missouri
SUBSCRIPTION AGREEMENT, dated as of June 15, 1999 (this "Agreement"), between SPS International Holdings, Inc., a Delaware corporation (the "Company"), and the individual named on the signature page hereto (the "Stockholder"). WHEREAS, concurrently...Subscription Agreement • July 12th, 1999 • Cpi Corp • Services-personal services • New York
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.58 EMPLOYMENT AGREEMENT AGREEMENT, dated October 21, 2002 between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (the "Corporation"), and PEGGY J. DEAL (the "Executive"). WHEREAS, the...Employment Agreement • December 11th, 2002 • Cpi Corp • Services-personal services • Missouri
SUBSCRIPTION AGREEMENT, dated as of June 15, 1999 (the "Agreement"), between SPS International Holdings, Inc. a Delaware corporation (the "Company"), and the individual named on the signature page hereto (the "Stockholder"). WHEREAS, concurrently...Subscription Agreement • September 27th, 1999 • Cpi Corp • Services-personal services • New York
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.56 - FOURTH AMENDMENT TO LICENSE AGREEMENT (OFF MALL) FOURTH AMENDMENT TO LICENSE AGREEMENT Finite #195-020 Vendor #000-404-285 THIS FOURTH AMENDMENT TO LICENSE AGREEMENT ("Fourth Amendment") is...License Agreement • December 11th, 2002 • Cpi Corp • Services-personal services
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.63 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated March 10, 2003, between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (the "Corporation"), and JEFFREY SEXTON (the...Employment Agreement • May 16th, 2003 • Cpi Corp • Services-personal services • Missouri
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.59 EMPLOYMENT AGREEMENT AGREEMENT, dated November 15, 2002, between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (the "Corporation"), and THOMAS GALLAHUE (the "Executive"). WHEREAS, the...Employment Agreement • December 11th, 2002 • Cpi Corp • Services-personal services • Missouri
EXHIBIT (10.18) (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated February 28, 2001, between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (the "Corporation"), and DAVID PIERSON (the...Employment Agreement • May 3rd, 2001 • Cpi Corp • Services-personal services • Missouri
License Agreement - Sears, Roebuck and Co. (Off-Mall) SEARS, ROEBUCK AND CO.License Agreement • May 5th, 1999 • Cpi Corp • Services-personal services • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2005 among CPI CORP. as the Company THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and LASALLE BANK NATIONAL...Credit Agreement • December 8th, 2005 • Cpi Corp • Services-personal services • Illinois
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2005 (this “Agreement”), is entered into among CPI CORP., a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.
ITEM 5 (C) [Letterhead] the Principal Financial Group Principal Mutual Life Insurance Company Mailing Address: Des Moines, Iowa 50392-0001 (515)247-5111 CONSENT LETTER Air Express / Telecopy October 1, 1996 Ms. Jan Nevois CPI Corporation 1706...Cpi Corp • October 17th, 1996 • Services-personal services
Reference is made to the Note Agreement, dated as of August 31, 1993 as amended by letter agreements dated as of February 24, 1994, June 14, 1994, and September 18, 1995 (as amended the "Note Agreement"), by and between CPI Corp. (the "Company") and each of the purchasers listed on the Purchaser Schedule attached thereto (collectively, the "Purchasers"). Pursuant to the Note Agreement, the Company issued, and Purchasers purchased, Series A Senior Notes of the Company (collectively the "Series A Notes") in the aggregate principal amount of $33,000,000.00 and Series B Senior Notes of the Company (collectively, the "Series B Notes") in the aggregate principal amount of $27,000,000.00, in each case due August 31, 2000. The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes." Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Agreement.
EXHIBIT (10.36) Employment Contract - Jane E. Nelson EMPLOYMENT AGREEMENT AGREEMENT, dated February 6, 2000, between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (the "Corporation"), and Jane E. Nelson (the "Executive"). WHEREAS, the...Employment Agreement • April 26th, 2000 • Cpi Corp • Services-personal services • Missouri
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.57 - FIFTH AMENDMENT TO LICENSE AGREEMENT (OFF MALL) FIFTH AMENDMENT TO LICENSE AGREEMENT Finite #195-020 Vendor #000-404-285 THIS FIFTH AMENDMENT TO LICENSE AGREEMENT ("Fifth Amendment") is made...License Agreement • December 11th, 2002 • Cpi Corp • Services-personal services
GUARANTY AND COLLATERAL AGREEMENT dated as of November __, 2005 among CPI CORP. and THE OTHER PARTIES HERETO, as Grantors, and LASALLE BANK NATIONAL ASSOCIATION, as the Administrative AgentGuaranty and Collateral Agreement • December 8th, 2005 • Cpi Corp • Services-personal services • Illinois
THIS GUARANTY AND COLLATERAL AGREEMENT dated as of November __, 2005 (this “Agreement”) is entered into among CPI CORP., a Delaware corporation (the “Company”) and each other Person signatory hereto as a Grantor (the Company, together with any other Person that becomes a party hereto as provided herein, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for all the Lenders party to the Credit Agreement (as hereafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2006 • Cpi Corp • Services-personal services • Delaware
THIS AGREEMENT, made and entered into this __th day of _________, ____ by and between CPI Corp., a Delaware corporation (the “ Company”) and ______________ (the “ Indemnitee”).
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.61 RETIREMENT AND RELEASE AGREEMENT THIS RETIREMENT AND RELEASE AGREEMENT is made and entered into as of October 4, 2002, by and between BARRY ARTHUR, an individual (hereinafter referred to as...Retirement and Release Agreement • May 16th, 2003 • Cpi Corp • Services-personal services • Missouri
PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.60 FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT --------------------------------------------- THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") is made and entered into as of...Credit Agreement • May 16th, 2003 • Cpi Corp • Services-personal services • Missouri
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 17th, 1999 • Cpi Corp • Services-personal services • New York
WITNESSETH:Revolving Credit Agreement • September 1st, 2000 • Cpi Corp • Services-personal services • Missouri
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2007 among CPI CORP. as the Company THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and LASALLE BANK NATIONAL...Credit Agreement • June 14th, 2007 • Cpi Corp • Services-personal services • Illinois
This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Second Amended and Restated Credit Agreement, dated as of June 8, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
CPI CORP.Note Purchase Agreement • October 22nd, 1997 • Cpi Corp • Services-personal services • New York
EXHIBIT 5.3 REVOLVING CREDIT NOTECpi Corp • September 1st, 2000 • Services-personal services
FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the undersigned, CPI CORP., a Delaware corporation ("Borrower"), hereby promises to pay to the order of FIRSTAR BANK MISSOURI, NATIONAL ASSOCIATION ("Bank"), the principal sum of Twenty Million Dollars ($20,000,000.00), or such lesser sum as may then constitute the aggregate unpaid principal amount of all Loans made by Bank to Borrower pursuant to the Revolving Credit Agreement referred to below. The aggregate principal amount of Loans which Bank shall be committed to have outstanding under this Note at any one time shall not exceed Twenty Million Dollars ($20,000,000.00), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions of this Note and of the Revolving Credit Agreement referred to below. Borrower further promises to pay to the order of Bank interest on the aggregate unpaid principal amount of such Loans on the dates and at the rate or rates provided f
CPI CORP.,Asset Purchase Agreement • June 21st, 2007 • Cpi Corp • Services-personal services • Missouri
EXHIBIT 10.53 Fifth Amendment to Sears License Agreement (This exhibit has been filed with the Securities and Exchange Commission and is retained at the office of the Company.)Sears License Agreement • May 16th, 2003 • Cpi Corp • Services-personal services
EXHIBIT 10.59 Employment Agreement by and between Thomas Gallahue and CPI Corp. (This exhibit has been filed with the Securities and Exchange Commission and is retained at the office of the Company.)Employment Agreement • May 16th, 2003 • Cpi Corp • Services-personal services
AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • April 23rd, 2010 • Cpi Corp • Services-personal services • New York
THIS AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment”) is entered into as of this 22nd day of February, 2010 (the “Amendment Date”) by and between TOYS “R” US – DELAWARE, INC., a Delaware corporation with offices located at One Geoffrey Way, Wayne, New Jersey 07470 (“Licensor) and CPI CORP., a Delaware corporation with offices located at 1706 Washington Ave., St. Louis, Missouri 63103 (“Licensee”) and amends that certain Amended and Restated License Agreement, made and entered into as of December 23, 2005, by and between Licensor and Licensee as assignees from KIDDIE KANDIDS, LLC, (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meaning set forth in the Agreement.
PAGE NUMERS REFER TO PAPER DOCUMENT ONLY) STOCK AWARD AND RESTRICTION AGREEMENTStock Award and Restriction Agreement • September 1st, 2005 • Cpi Corp • Services-personal services • Missouri
THIS STOCK AWARD AND RESTRICTION AGREEMENT (“Agreement”), is entered into effective as of the 25th day of July, 2005, between CPI Corp., a Missouri corporation (the “Company”), and Renato Cataldo (the “Executive”).
SECOND FORBEARANCE AGREEMENTSecond Forbearance Agreement • January 4th, 2013 • Cpi Corp • Services-personal services
This Second Forbearance Agreement dated as of December 28, 2012 (the “Agreement”), is entered into by and among: (i) CPI Corp., a Delaware corporation (the “Borrower” also referred to herein as the “Company”); (ii) Consumer Programs Incorporated, a Missouri corporation (“CP Inc.”), CPI Canadian Holdings, Inc., a Delaware corporation (“CPI Canada”), CPI Images, L.L.C., a Missouri limited liability company (“Images”), CPI International Holdings, Inc., a Delaware corporation (“CPI International”), Texas Portraits L.P., a Delaware limited partnership (“Texas”), Centrics Technology, Inc., a Delaware corporation (“Centrics”), and Image Source Inc., a Missouri corporation (“ISI,” and, with CP Inc., CPI Canada, Images, CPI International, Texas and Centrics, each an “Original Guarantor” and, collectively, the “Original Guarantors”); (iii) Bella Pictures Holdings, LLC, a Delaware limited liability company (“Bella”), and Sandy Realty Holdings, LLC, a Missouri limited liability company (“Sandy” an
CREDIT SUISSE FIRST BOSTON 11 MADISON AVENUE NEW YORK, NEW YORK 10010Cpi Corp • September 23rd, 1999 • Services-personal services
