among PCA LLC, as Borrower, PCA INTERNATIONAL, INC. and CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO as Guarantors,Credit Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
Exhibit 10.27 AMENDMENT NO. 1 TO EMPLOYMENT AND NONCOMPETE AGREEMENT This Amendment No. 1 To Employment and Noncompete Agreement (the "Amendment") is made and entered into as of the 25th day of August, 1998, by and between PCA INTERNATIONAL, INC., a...Employment Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services
PCA LLC,Indenture • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
PCA LLC PCA Finance Corp.Purchase Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services
EMPLOYMENT AND NONCOMPETE AGREEMENT THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and entered into as of the 9th day of June, 1997, by and between ERIC H. JELTRUP, an individual resident of Charlotte, North Carolina ("Employee"), and...Employment Agreement • September 17th, 1997 • Pca International Inc • Services-personal services • North Carolina
Exhibit 10.19 REGISTRATION RIGHTS AGREEMENT Dated as of August 25, 1999Registration Rights Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
ANDMerger Agreement • April 22nd, 1998 • Pca International Inc • Services-personal services • New York
Exhibit A STOCKHOLDERS AGREEMENT STOCKHOLDER AGREEMENT (the "Agreement"), dated as of August 25, 1998 by and among PCA INTERNATIONAL, INC., a North Carolina corporation (the "Company"), JUPITER PARTNERS II L.P., a Delaware limited partnership...Stockholders Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • North Carolina
betweenWarrant Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
EXHIBIT 10.1 CREDIT AGREEMENT Dated as of January 27, 1997Credit Agreement • February 7th, 1997 • Pca International Inc • Services-personal services • North Carolina
April 20, 1998 Mr. John Grosso Chief Executive Officer PCA International, Inc. 815 Matthews Mint Hill Road Matthews, North Carolina 18105 Dear John: We are delighted that you and your management team have agreed to continue as principal executives of...Merger Agreement • July 23rd, 1998 • Pca International Inc • Services-personal services • North Carolina
ESCROW AGREEMENT THIS ESCROW AGREEMENT is entered into as of December 17, 1996 by and among AMERICAN STUDIOS, INC., a North Carolina corporation ("ASI"), and PCA INTERNATIONAL, INC., a North Carolina corporation ("PCA"). BACKGROUND STATEMENT The...Escrow Agreement • December 20th, 1996 • Pca International Inc • Services-personal services
Exhibit 10.20 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services
AMENDMENT TO THEAgreement and Plan of Merger • January 27th, 1997 • Pca International Inc • Services-personal services • North Carolina
Background Statement Employee and the Company entered into an Employment Agreement (the "Agreement") dated as of June 9, 1997. Employee and the Company have agreed to amend paragraph 4(a) to increase Employee's Base Rate. Capitalized words or phrases...Employment Agreement • July 23rd, 1998 • Pca International Inc • Services-personal services
SCHEDULE B LICENSE AGREEMENT THIS AGREEMENT MADE the 9th day of February, 1996. BETWEEN: WAL-MART CANADA INC. (hereinafter called the "Licensor")License Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • Ontario
Exhibit 10.21 REGISTRATION RIGHTS AGREEMENT Dated as of June 27, 2002Registration Rights Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
LIMITED PARTNERSHIP AGREEMENT OF PCA NATIONAL OF TEXAS L.P.Limited Partnership Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • Texas
PCA LLC PCA Finance Corp.Exchange and Registration Rights Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
among PCA LLC,Purchase Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
RECITALSStockholders Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") is made and entered into as of August 6, 2004 by and between Portrait Corporation of America, Inc., a Delaware corporation ("PCA Delaware"), and...Merger Agreement • August 10th, 2004 • Portrait Corp of America, Inc. • Services-personal services
ANDMerger Agreement • December 20th, 1996 • Pca International Inc • Services-personal services • North Carolina
Exhibit 10.3 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS ARE DESIGNATED "[***]." AGFA/PCA 2002 SALES CONTRACT This Agreement ("Agreement"), effective as of February 4, 2002...Sales Contract • August 23rd, 2002 • Pca International Inc • Services-personal services • New Jersey
LIMITED LIABILITY COMPANY AGREEMENT OF PCA NATIONAL LLC a Delaware limited liability companyLimited Liability Company Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • Delaware
Exhibit 10.6 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS ARE DESIGNATED "[***]." WAL-MART MASTER LICENSE AGREEMENT THIS LICENSE is entered into as of the 4th day of April,...Master License Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • Arkansas
EXHIBIT 99(c)(8) EMPLOYMENT AND NONCOMPETE AGREEMENT THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and entered into as of the _____ day of January, 1997, by and between ED J. TEPERA, an individual resident of Monroe, North Carolina...Employment Agreement • December 20th, 1996 • Pca International Inc • Services-personal services • North Carolina
Exhibit 10.25 EMPLOYMENT AND NONCOMPETE AGREEMENT THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and entered into as of the _____ day of January, 1997, by and between JAMES O. MATTOX, an individual resident of Charlotte, North Carolina...Employment Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • North Carolina
Exhibit 10(m) EMPLOYMENT AND NONCOMPETE AGREEMENT THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and entered into as of the 28th day of January, 1997, by and between ROBERT KENT SMITH, an individual resident of Charlotte, North Carolina...Employment Agreement • April 29th, 1997 • Pca International Inc • Services-personal services • North Carolina
PCA LLC, PCA Finance Corp., THE GUARANTORS named herein and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 15, 2005 14% Senior Secured Notes Due 2009Indenture • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
INDENTURE, dated as of July 15, 2005, among PCA LLC, a Delaware limited liability company, as issuer (the “Company” or “PCA”), PCA Finance Corp., a Delaware corporation, as co-issuer (“PCA Finance” and, collectively with the Company, the “Issuers”), the Guarantors (as hereinafter defined) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, as trustee (the “Trustee”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of July 15, 2005, is executed and delivered by the Persons listed below on the signature page(s) hereof under the caption “Guarantors” and any additional entities acceding hereto (collectively, jointly and severally, the “Guarantors” and each a “Guarantor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
EXHIBIT 99(c)(6) SHORT TERM EMPLOYMENT AGREEMENT THIS SHORT TERM EMPLOYMENT ("Agreement"), made and entered into as of the _____ day of January, 1997, by and between SHAWN W. POOLE, an individual resident of Lincolnton, North Carolina ("Employee") ,...Short Term Employment Agreement • December 20th, 1996 • Pca International Inc • Services-personal services • North Carolina
dated as ofBridge Loan Agreement • December 15th, 1998 • Pca International Inc • Services-personal services • New York
Number Shareholders Party to Stock Agreement with Purchase Option of Shares ---------------------------------------------------------- --------- Merrill Lynch Capital Corporation 5,950,177Stock Agreement With Purchase Option • December 20th, 1996 • Pca International Inc • Services-personal services • North Carolina
AGREEMENTMaster in-Store License • July 13th, 2004 • Pca International Inc • Services-personal services
