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
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
PCA LLC,Indenture • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
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
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
ANDAgreement and Plan of Merger • April 22nd, 1998 • Pca International Inc • Services-personal services • New York
Contract Type FiledApril 22nd, 1998 Company Industry Jurisdiction
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
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
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
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
betweenWarrant Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
EXHIBIT 10.1 CREDIT AGREEMENT Dated as of January 27, 1997Credit Agreement • February 7th, 1997 • Pca International Inc • Services-personal services • North Carolina
Contract Type FiledFebruary 7th, 1997 Company Industry Jurisdiction
Exhibit 10.20 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services
Contract Type FiledAugust 23rd, 2002 Company Industry
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
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PCA LLC PCA Finance Corp.Pca International Inc • August 23rd, 2002 • Services-personal services
Company FiledAugust 23rd, 2002 Industry
among PCA LLC,Purchase Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
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
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
amongPurchase Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
ANDAgreement and Plan of Merger • December 20th, 1996 • Pca International Inc • Services-personal services • North Carolina
Contract Type FiledDecember 20th, 1996 Company Industry Jurisdiction
RECITALSStockholders Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • New York
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
PCA LLC PCA Finance Corp.Pca International Inc • August 23rd, 2002 • Services-personal services • New York
Company FiledAugust 23rd, 2002 Industry Jurisdiction
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
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AMENDMENT TO THEAgreement and Plan of Merger • January 27th, 1997 • Pca International Inc • Services-personal services • North Carolina
Contract Type FiledJanuary 27th, 1997 Company Industry Jurisdiction
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
Contract Type FiledDecember 20th, 1996 Company Industry
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
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Number Shareholders Party to Stock Agreement with Purchase Option of Shares ---------------------------------------------------------- --------- Merrill Lynch Capital Corporation 5,950,177Stock Agreement • December 20th, 1996 • Pca International Inc • Services-personal services • North Carolina
Contract Type FiledDecember 20th, 1996 Company Industry Jurisdiction
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 and Noncompete Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services
Contract Type FiledAugust 23rd, 2002 Company Industry
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...Agreement and Plan of Merger • August 10th, 2004 • Portrait Corp of America, Inc. • Services-personal services
Contract Type FiledAugust 10th, 2004 Company Industry
WITNESSETH:Pca International Inc • August 23rd, 2002 • Services-personal services
Company FiledAugust 23rd, 2002 Industry
OF PCA LLCLimited Liability Company Operating Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • Delaware
Contract Type FiledAugust 23rd, 2002 Company Industry Jurisdiction
Exhibit 10.2 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS ARE DESIGNATED "[***]." MASTER IN-STORE LICENSE THIS IN-STORE LICENSE is dated as of the 25/th/ day of June, 2001,...Pca International Inc • August 23rd, 2002 • Services-personal services
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LIMITED PARTNERSHIP AGREEMENT OF PCA NATIONAL OF TEXAS L.P.Limited Partnership Agreement • August 23rd, 2002 • Pca International Inc • Services-personal services • Texas
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GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
Contract Type FiledJuly 29th, 2005 Company Industry JurisdictionThis 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
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dated as ofBridge Loan Agreement • December 15th, 1998 • Pca International Inc • Services-personal services • New York
Contract Type FiledDecember 15th, 1998 Company Industry Jurisdiction
THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and entered into as of the ____ day of ________, 1998, by and between JOHN GROSSO, an individual resident of Charlotte, North Carolina ("Employee"), and PCA INTERNATIONAL, INC., a North...Employment and Noncompete Agreement • July 23rd, 1998 • Pca International Inc • Services-personal services • North Carolina
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SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • September 27th, 2005 • Portrait Corp of America, Inc. • Services-personal services
Contract Type FiledSeptember 27th, 2005 Company IndustryThis SEPARATION AGREEMENT AND RELEASE OF CLAIMS (“the “Agreement”) is made and entered into as of the 21st day of September, 2005, by and between PCA LLC, a Delaware Limited Liability Company with its principal place of business in Mecklenburg County, North Carolina, USA (the "Company"), and Don Norsworthy a resident of Charlotte, NC (the “Employee”).
Exhibit 4.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR...Pca International Inc • August 23rd, 2002 • Services-personal services • New York
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SALES CONTRACTPca International Inc • December 17th, 1997 • Services-personal services
Company FiledDecember 17th, 1997 Industry