CPI Corp Clause Samples

CPI Corp s/ Barry Arthur ------------------------------------ Barry Arthur Executive V▇▇▇ ▇▇▇▇▇▇▇▇t, CFO 1706 Washington Avenue S▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ial Officer Telecopy No.: (314) 878-4537 MERCANTI▇▇ ▇▇▇▇ ▇▇▇▇▇▇AL ASSOCIATION /s/ Timothy W. Hassler ------------------------------------ Timothy W. Hassler Assis▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t 721 Locust Street St. Lo▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ate Accounts Telecopy No.: (314) 425-2162 HARRIS T▇▇▇▇ ▇▇▇ ▇▇▇▇▇GS BANK /▇/ Donald J. Buse ------------------------------------ Donald J. Buse Vice Pres▇▇▇▇▇ 111 West Monroe Street C▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇:__________________________ Telecopy No.: (312) 461-2591 THE SUMI▇▇▇▇ ▇▇▇▇, ▇▇▇ITED /s/ Michael F. Murphy ------------------------------------ Michael F. Murphy Vice P▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ger /s/ Teresa A. Lekich ------------------------------------ Teresa A. Lekich Vice Pr▇▇▇▇▇▇▇ 200 North Broadway Suite ▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: _________________________ Telecopy No.: (314) 241-0736 MERCANTILE BANK NATIONAL ASSOCIATION, as Agent /s/ Timothy W. Hassler ------------------------------------ Timothy W. Hassler Assis▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t 721 Locust Street St. Lo▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ate Accounts Telecopy No.: (314) 425-2162 SCHEDULE 3.02 EXISTING LETTERS OF CREDIT

CPI Corp guarantees all lines of credits to its subsidiaries and routinely guarantees leases entered into by subsidiaries. There are numerous intercompany accounts payable and notes arising in the ordinary course of the business of the Company and its subsidiaries. The above information represents both short- and long-term debt agreements of CPI Corp. as of its most recent fiscal period close, May 24, 1997. No additional short- or long-term debt, loan or guarantees agreements have been entered into as of June 16, 1995. SCHEDULE 5.12 EXISTING LIENS NONE SCHEDULE 5.16 PATENTS, LICENSES, TRADEMARKS, ETC. NONE SCHEDULE 5.17 ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS Borrower and its Subsidiaries are required by Federal, state and local wastewater authorities to report or respond to any exceedance of assigned wastewater discharge limits. To date, all reports or violation notices were minor and had no Material Adverse Effect on the operations of Borrower and its Subsidiaries. SCHEDULE 6.02(l) RESTRICTIVE AGREEMENTS NONE EXHIBIT A REVOLVING CREDIT NOTE $________________ St. Louis, Missouri June 16, 1997 FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the undersigned, CPI CORP., a Delaware corporation ("Borrower"), hereby promises to pay to the order of ___________ __________________________________ ("Bank"), the principal sum of _______________ Million Dollars ($______________), or such lesser sum as may then constitute the aggregate unpaid principal amount of all Revolving Credit Loans made by Bank to Borrower pursuant to the Revolving Credit Agreement referred to below. The aggregate principal amount of Revolving Credit Loans which Bank shall be committed to have outstanding hereunder at any time shall not exceed _____________ Million Dollars ($_________), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof 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 Revolving Credit Loans on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Mercantile Bank National Association, 721 Locust Street, St. Louis, Missouri 63101. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇ank and all repayments...

CPI Corp. Guaranty ....................... 26 11.5 Notices .................................. 26 11.6

CPI Corp s\ Barry Arthur ----------------------- Barry ▇▇▇▇▇▇ ▇hief Financial Officer

CPI Corp. Board Approval...............................20 8.7

CPI Corp and its past, present, or future trusts, trustees, executors, estates, administrators, beneficiaries, foundations, agents, attorneys, employees, parents, subsidiaries, divisions, affiliates, officers, managers, directors, principals, members, direct or indirect affiliates, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, advisors, consultants, attorneys, personal or legal representatives, accountants, auditors, insurers, co-insurers, and reinsurers, and associates; and (c) anyone who acted for or on behalf of the Plan or its participants, including, but not limited to, Plan sponsors, administrators, attorneys, representatives, recordkeepers, service providers, trustees, agents, fiduciaries, consultants, and advisors, including but not limited to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bank, as well as any other ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ entity with responsibilities to the Plan. Upon the Effective Date, Named Plaintiff and the Settlement Class will be permanently enjoined and barred from commencing or prosecuting any action asserting any of Plaintiff’s Released Claims, either directly, derivatively, representatively, or in any other capacity against any of the Plaintiff’s Released Persons.

CPI Corp. This certifies that ____________, or registered assigns, is the registered owner of the number of Rights set forth above, each which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 13, 2000, (the "Rights Agreement"), between CPI Corp., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇ Trust and Savings Bank, a national banking association (the "Rights Agent"), to purchase from the Company at any time prior to 4:00 PM (St. Louis, Missouri time) on March 13, 2010 (unless such date is extended prior thereto by the Board of Directors) (the "Final Expiration Date"), at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, non-assessable share of Series A Participating Preferred Stock, without par value ("Series A Preferred Stock"), of the Company, at a purchase price of Ninety-Six Dollars ($96.00) per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as otherwise provided in the Rights Agreement, the Purchase Price shall be paid in cash. The number of Rights evidenced by this Right Certificate (and the number of fractional shares of Series A Preferred Stock that may be purchased upon exercise thereof) set forth above, and the Purchase Price per fractional share of Series A Preferred Stock set forth above, are the number and Purchase Price as of March 13, 2000, based on the Series A Preferred Stock as constituted at such date. The Company reserves the right to require before the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

CPI Corp an unlimited liability company organized under the laws of Nova Scotia (“CPI Canada”), CPI Portrait Studios of Canada Corp., an unlimited liability company organized under the laws of Nova Scotia (“Studios Canada”), CPI Canadian Images, an Ontario partnership (“Images Canada” and with CPI Canada and Studios Canada, each a “Canadian Guarantor”, and collectively, the “Canadian Guarantors”); and (v) Bank of America, N.A., as Administrative Agent (“Agent”) for the various financial institution parties identified as Lenders in the Loan Agreement (collectively, “Lenders”). Borrower, the Original Guarantors, the Additional Guarantors and the Canadian Guarantors are collectively referred to herein as the “Borrower Parties.” RECITALS A.Lenders extended a loan to Borrower (the “Loan”) pursuant to that certain Credit Agreement dated as of August 30, 2010, as amended by that certain First Amendment to Credit Agreement dated December 16, 2011 (the “First Amendment”), as further amended by that certain Forbearance Agreement dated May 18, 2012 (the “Forbearance Agreement”), as further amended by that certain Second Amendment to Credit Agreement dated as of June 6, 2012 (“Second Amendment”), as further amended by that certain Third Amendment to Credit Agreement dated as of August 28, 2012 (“Third Amendment” and as further amended by that certain Fourth Amendment to Credit Agreement dated as of November 9, 2012 (“Fourth Amendment”, and collectively with the above, the “Loan Agreement”).

CPI Corp. By: /s/▇▇▇▇▇▇ White