Exhibit 2.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made this 2nd
day of October, 1997 between Xxxxxxx Kodak Company ("Kodak"),
Fox Photo, Inc. ("Fox") CPI Corp. ("CPI"), Consumer Programs
Holding, Inc. ("Holding") and Consumer Programs Incorporated
("Programs").
WHEREAS, on October 4, 1996, Kodak acquired 51% of the
stock of Fox pursuant to the terms of a Subscription Agreement
("Subscription Agreement"), dated August 8, 1996 among Kodak,
CPI, Holding and Fox, and Holding continued to hold the
remaining 49% of the stock of Fox; and
WHEREAS, Kodak, Holding and CPI made certain agreements
regarding the governance, business and operation of Fox in a
Stockholders' Agreement (the "Stockholders' Agreement"), dated
October 4, 1996; and
WHEREAS, Kodak and CPI have determined that it is in the
best interests of Fox and their respective corporations to end
the joint ownership of Fox, and for Kodak to acquire all the
stock of Fox owned, directly or indirectly, by CPI, all upon
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth in this Agreement, the parties agree
as follows:
1. SALE AND PURCHASE. Upon and subject to the terms and
conditions stated in this Agreement, in consideration of the
purchase price set forth in Paragraph 2 of this Agreement and
the performance of the other obligations under this Agreement,
CPI and Holding hereby convey, transfer and deliver to Kodak
all of CPI's and Holding's right, title and interest in and to
all of the outstanding capital stock of Fox not previously
issued to Kodak consisting of 1,000 shares of common stock, par
value $.01 per share, of Fox (the "Stock"), free and clear of
all liens and encumbrances. Simultaneously with the execution
and delivery of this Agreement, CPI delivers to Kodak
certificate number 2 representing the Stock, with a stock power
duly endorsed to Kodak affixed thereto.
2. PURCHASE PRICE. Simultaneously with the execution and
delivery of this Agreement, Kodak delivers to Holding Kodak's
non-negotiable promissory note in the principal amount of
$43,900,000 due and payable in full on January 4, 1999 without
interest (the "Kodak Note").
3. REPRESENTATIONS OF CPI, HOLDING AND PROGRAMS. CPI,
Holding and Programs, jointly and severally, represent and
warrant to Kodak as follows:
(a) ORGANIZATION, POWER. Each of CPI and Holding is a
corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware, and Programs
is a corporation duly organized, validly existing and in good
standing in the State of Missouri, and each of CPI, Holding and
Programs has all requisite corporate power and authority to
carry on its business as it is now being conducted and to own
and operate the properties and assets now owned and operated by
it.
(b) POWER AND AUTHORITY. This Agreement is a valid and
binding obligation of each of CPI, Holding and Programs,
enforceable against each of them in accordance with its terms
except to the extent that its enforceability may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights
generally and to general equitable principles. The
Noncompetition Agreement (the" Noncompetition Agreement") among
CPI and its affiliates and Fox and Kodak, of even date
herewith, is a valid and binding obligation of each of CPI and
its affiliates party hereto and thereto, enforceable against
each of them in accordance with its terms except to the extent
that its enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally
and to general equitable principles. Each of CPI and its
affiliates party thereto has all requisite corporate power and
authority to enter into this Agreement and the Noncompetition
Agreement and to perform all of its obligations hereunder and
thereunder. The Board of Directors of CPI, Holding and
Programs and each of the other affiliates party hereto and
thereto have each duly authorized the execution and delivery of
this Agreement and the Noncompetition Agreement and the
performance of the transactions contemplated hereby and
thereby. No approval of the stockholders of CPI, Holding or
Programs is required with respect to the consummation of the
transactions contemplated by this Agreement or the
Noncompetition Agreement, either singly or in light of other
transactions undertaken or contemplated by CPI.
(c) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution,
delivery and performance of this Agreement by CPI, Holding and
Programs and the execution and delivery of the Noncompetition
Agreement by CPI and its affiliates party thereto and the
consummation of the transactions contemplated hereby and
thereby, (i) do not contravene any provision of the Certificate
of Incorporation or By-laws of CPI, Holding or Programs or such
affiliates; or (ii) constitute a breach of or result in a
default under, or cause the acceleration of any payments
pursuant to, any agreement, contract, indenture, lease, or
mortgage to which CPI, Holding or Programs or such affiliates
is a party or by which CPI, Holding or Programs or such
affiliates or any of their assets is bound, or violate any
provision of law, rule, regulation, order, permit, or license
to which CPI, Holding or Programs is subject which will
adversely effect the transactions contemplated by this
Agreement or the Noncompetition Agreement or which will have a
material adverse effect on the business or operations of such
entities.
(d) CONSENTS. No permit, consent, approval, or
authorization of, or designation, declaration or filing with,
any governmental authority or any other person on the part of
any of CPI, Holding or Programs or the affiliates party to the
Noncompetition Agreement is required in connection with the
execution or delivery by CPI, Holding and Programs or such
affiliates of this Agreement or the Noncompetition Agreement or
the consummation of the transactions contemplated hereby or
thereby other than those which have previously been obtained
and other than filing of this Agreement, the Note or the
Noncompetition Agreement by CPI with the Securities and
Exchange Commission.
(e) PURCHASED STOCK. The Stock when issued was duly
authorized, duly and validly issued, fully paid and
nonassessable. Holding is the beneficial and record owner of
the 1,000 shares of Stock. There are no outstanding options,
warrants, conversion privileges, subscriptions, calls,
commitments or similar rights relating to the Stock or
otherwise issued to CPI, Holding, Programs or their affiliates.
The delivery and transfer of the Stock to Kodak in accordance
with the terms of this Agreement will transfer to Kodak all of
CPI's and Holding's right, title and interest in and to the
Stock, free and clear of all liens and encumbrances.
(f) Except as set forth on Schedule I, none of CPI,
Holding or Programs has, in its individual capacity or as a
shareholder of Fox, entered into any agreement binding, or
purported to be binding, upon Fox or incurred any liability
binding, or purported to be binding, on Fox.
(g) Except as set forth on Schedule II, none of CPI,
Holding or Programs is aware of any threatened legal or
regulatory actions involving Fox as a defendant, responsible
party or co-defendant nor are any of them aware of any set of
facts or circumstances which might reasonably be expected to
give rise to such an action or any threat thereof.
4. REPRESENTATIONS OF KODAK. Kodak represents and
warrants to CPI, Holding and Programs as follows:
(a) ORGANIZATION, POWER. Kodak is a corporation duly
organized, validly existing, and in good standing under the
laws of the State of New Jersey, and has all requisite
corporate power and authority to carry on its business as it is
now being conducted and to own and operate the properties and
assets now owned and operated by it.
(b) POWER AND AUTHORITY. This Agreement and the Note are
valid and binding obligations of Kodak, enforceable against it
in accordance with their terms except to the extent that
enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and to
general equitable principles. Kodak has all requisite
corporate power and authority to enter into this Agreement and
issue the Note and to perform all of its obligations hereunder
and thereunder.
(c) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution,
delivery and performance of this Agreement and the Note by
Kodak and the consummation of the transactions contemplated
hereby and thereby, (i) do not contravene any provision of the
Certificate of Incorporation or By-laws of Kodak; or (ii)
constitute a breach of or result in a default under, or cause
the acceleration of any payments pursuant to, any agreement,
contract, indenture, lease, or mortgage to which Kodak is a
party or by which Kodak or any of its assets is bound, or
violate any provision of law, rule, regulation, order, permit,
or license to which Kodak is subject, which will adversely
effect the transactions contemplated by this Agreement or which
will have a material adverse effect on the business or
operations of such Kodak.
(d) CONSENTS. No permit, consent, approval, or
authorization of, or designation, declaration or filing with,
any governmental authority or any other person on the part of
Kodak is required in connection with the execution or delivery
by Kodak of this Agreement or the Note or the consummation of
the transactions contemplated hereby or thereby other than
those which have previously been obtained or any filing of this
Agreement or the Note which may be required with the Securities
and Exchange Commission.
5. COVENANTS REGARDING SUBSCRIPTION AGREEMENT AND
COLLATERAL DOCUMENTS.
(a) Article IX of the Subscription Agreement, and any
other provisions thereof which survived the closing under the
Subscription Agreement through the date of this Agreement
shall continue in full force and effect as written and shall
not be amended or modified except as expressly set forth in
this Agreement. All claims of any party with respect to
the "Consideration", as such term is defined in Article II of
the Subscription Agreement and as adjusted pursuant to Section
2.3 of the Agreement are deemed in all respects satisfied or
waived by the execution and delivery of this Agreement. The
obligations of CPI pursuant to Section 5.12 of the Subscription
Agreement with respect to any royalty-free licenses to Fox are
hereby terminated. Within 10 days after the date hereof, Kodak
shall deliver to CPI its check in the amount of $11,387.45 in
full settlement of all amounts under Section 11.4 of the
Subscription Agreement.
(b) The Stockholders' Agreement shall terminate
simultaneously with the execution and delivery of this
Agreement and shall be of no further force or effect after the
date hereof.
(c) The Services Agreement, dated October 4, 1996, between
Programs and Fox shall continue in full force and effect
(except with respect to "Marketing and Advertising" and the
services of "Treasury" previously provided by a salaried
employee which have heretofore been terminated) through the
earlier of: (i) 90 days following the date of notice of
termination, or (ii) the date agreed to by the parties, or
(iii) March 31, 1998 at the rates specified therein for the
services utilized and for the services described therein and
herein, provided, however, that Fox shall be entitled to offset
against such rates the salary and benefit expenses included
therein with respect to any employee of CPI or its affiliates
who becomes an employee of Fox during such period. Termination
of services will relate to the entire set of services provided
under each grouping in the Appendix to the Services Agreement,
not by subset of services within a priced group, except as
otherwise agreed by the parties. Within 10 days after the date
hereof, Fox shall deliver to Programs its check in the amount
of $597,210.00 for the unpaid portions of fees for services
rendered prior to the date of this Agreement in full
satisfaction of all amounts due under the Services Agreement
through August 31, 1997. Programs covenants and agrees to work
jointly in good faith with Fox to provide for the transition of
all services to Fox or another service provider in accordance
with the guidelines attached to this Agreement as Exhibit X.
Xxx shall pay, or reimburse Programs, for any fee required to
be paid to licensors of software which is required to be paid
in order for Programs to provide the services after the date of
this Agreement, provided that Programs has given Fox prior
notice of such requirement and Fox has agreed that the software
license is required for Programs to perform the services once
Fox is no longer an affiliate of CPI, and further provided,
that such fee is not duplicative of any such fee heretofore
paid by Programs, Holding or CPI for rights which would allow
Programs to perform services once Fox is no longer an affiliate
of CPI, provided, however, Programs shall be relieved of
providing services under the Services Agreement to the extent
such services require the use of any license for which
Fox declines to make a required payment. Except as otherwise
expressly set forth herein, Fox will not owe Programs, Holding
or CPI any additional amounts for the transition services
described in the Services Agreement and in Exhibit A
notwithstanding any provision in any letter agreement executed
prior to the date of this Agreement.
(d) The Consulting Agreement, dated October 4, 1996,
between Fox and Programs shall terminate simultaneously with
the execution and delivery of this Agreement and shall be of no
further force or effect after the date hereof other than the
provisions of Section 9.8 thereof which shall survive the
consummation of this Agreement, and Fox, within 10 days
after the date hereof, shall deliver to Programs its check in
the amount of $534,804.00 in full satisfaction thereof.
(e) The Professional Products Supply Agreement, dated
August 8, 1996 between Kodak and CPI, as amended, shall
continue in full force and effect as written.
(f) The Employment Agreement ("Employment Agreement"),
dated May 22, 1995 between Programs and Xxxxxxxx X. xxXxxx XX,
as partially assigned and assumed by Fox pursuant to the
Assignment and Amendment of Employment Agreement (the
"Assignment"), dated October 3, 1996, among Programs, xxXxxx
and Xxx, shall continue in full force and effect as written,
including, without limitation, the ongoing accrual of "Years of
Service" for purposes of the "Vesting Percentage" so long as
xxXxxx is an employee of Fox (as such terms are defined in the
Employment Agreement). The parties further agree that Fox, and
its successors and assigns, shall indemnify and hold harmless
Programs, CPI and Holding and their respective affiliates for
any obligation which Programs, Holding, CPI or their respective
affiliates may incur under Paragraph 6(d) and related
provisions of Paragraphs 7 and 12 of the Employment Agreement
or the Assignment with respect to any termination or non-
renewal of employment of xxXxxx which is incurred after the
earlier of: (i) the first anniversary of this Agreement or (ii)
the date a corporate officer of Kodak provides written notice
to CPI that Fox or Kodak or one of their affiliates will retain
xxXxxx for more than one year after the date of this Agreement.
(g) The CPI Trademark License Agreement, dated October 4,
1996 between CPI Research and Development, Inc. ("CPI R&D"),
Programs and Fox shall continue in full force and effect as
written, provided, however, that CPI R&D and Programs agree not
to give notice of termination pursuant to Paragraph 11(a)
thereof prior to the expiration of the third anniversary of
this Agreement.
(h) The Working Capital Note, dated October 4, 1996, in
the maximum principal amount of $4,000,000 from Fox to Programs
shall continue in full force and effect as written.
6. OTHER COVENANTS.
(a) On and after the date of this Agreement, the parties
shall take such additional actions as may be reasonably
necessary or desirable to fully vest in Kodak all of the
ownership, rights and privileges in the Stock and to otherwise
effectuate the transactions contemplated by this Agreement.
(b) None of Kodak, Fox or CPI shall (and none of them
shall permit any of their Affiliates to): issue any public
release or announcement without the prior consent of the other
party if such release, announcement or document refers to such
other party (or any of its Affiliates) in connection with Fox,
except as may be required by any applicable law or governmental
rule or regulation (including, for this purpose, any rules of
any securities exchange on which any securities of Kodak or CPI
are traded), in which case such party shall (or shall cause the
party required to make such disclosure to), to the extent
possible, allow such other party reasonable time to review and
comment on such release or announcement in advance of its
issuance and use reasonable efforts in good faith to accept the
reasonable and good faith comments of such other party, nor
shall any of Kodak, Fox or CPI publicly file all or any part of
this Agreement, any Schedule or Exhibit hereto, or any document
listed in Paragraph 5 of this Agreement or any description
thereof, except as may be required by any applicable law or
governmental rule or regulation (including, for this purpose,
any rules of any securities exchange on which any securities of
Kodak or CPI are traded), in which case such party shall (or
shall cause the party required to make such disclosure to),
cooperate with the other party to the extent reasonable and
practicable in obtaining confidential treatment for such
filing.
7. SURVIVAL AND INDEMNIFICATION.
(a) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
The representations and warranties of the parties contained in
this Agreement shall, notwithstanding any investigation by or
notice by or to any party prior to the date of this Agreement,
survive the execution and delivery of this Agreement and the
delivery of the Stock and the Note (the "Closing") for the
period set forth in this Paragraph 7(a). The representations
and warranties of CPI, Holding and Programs set forth in
Paragraphs 3(a), (b), (c), (e), (f) and (g) shall have no
expiration date; the representations and warranties in
Paragraph 3(d) shall survive until January 4, 1999. The
representations and warranties of Kodak set forth in Paragraphs
4(a), (b) and (c) shall have no expiration date; the
representations and warranties in Paragraph 4(d) shall survive
until January 4, 1999. In the event notice of any claim for
indemnification under Paragraph 7 (d) shall have been given
prior to midnight on the last day of the applicable survival
period (the "Expiration Date"), the representations and
warranties that are the subject of such indemnification claim
shall survive until the claim is finally resolved. The
covenants and agreements of the parties contained in this
Agreement shall survive until fully performed.
(b) INDEMNIFICATION BY CPI. To the extent and in the
manner herein provided, CPI shall indemnify and hold harmless
Kodak, its Affiliates and Fox, and their respective employees,
directors, agents and representatives (collectively, the "Kodak
Indemnified Parties"), on an after-tax basis, from and against
any and all Loss and Litigation Expense (as defined in
Paragraph 7(e) below), which they or any of them may suffer or
incur as a result of or arising from any misrepresentation or
breach of warranty of CPI, Holding or Programs in this
Agreement.
(c) INDEMNIFICATION BY KODAK OR FOX. From and after the
Closing Date, Kodak shall indemnify and hold harmless CPI, its
Affiliates and their respective employees, directors, agents
and representatives (collectively, the "CPI Indemnified
Parties"), on an after-tax basis, from and against any and all
Loss and Litigation Expense which they, or any of them, may
suffer or incur as a result of any misrepresentation or breach
of warranty of Kodak in this Agreement or as a result of any
guarantees of leasehold obligations for facilities leased by
Fox or its subsidiaries Proex Photo Systems, Inc., Fox Photo
Partners, Inc. and Texas Photo Finish, L.P. existing on the
date of this Agreement.
(d) PROCEDURE. Promptly after acquiring knowledge of any
Loss, or any action, suit, investigation, proceeding, demand,
assessment, audit, judgment, or claim ("Claim") which may
result in a Loss, and prior to the Expiration Date, the Person
seeking indemnity under this Paragraph 7 (the "Indemnitee")
shall give written notice thereof to the party from whom
indemnity is sought (the "Indemnitor"). The Indemnitor shall
have the right, at its expense, to defend, contest or
compromise such Claim through counsel of its choice (unless
such Indemnitor is relieved of its liability hereunder with
respect to such Claim and Loss and Litigation Expense by the
Indemnitee) and shall not then be liable for fees or expenses
of the Indemnitee's attorneys (unless the Indemnitor and
Indemnitee are parties to the action and there exists a
conflict of interest between the Indemnitor and the
Indemnitee, in which event the Indemnitor will be responsible
for the reasonable fees and expenses of Indemnitee's counsel),
and the Indemnitee and the Indemnitor shall provide to each
other all necessary and reasonable cooperation in said defense
including, but not limited to, the services of employees who
are familiar with the transactions out of which such Claim or
Loss may have arisen. In the event that the Indemnitor shall
undertake to compromise or defend any Claim, it shall promptly
notify the Indemnitee of its intention to do so. In the event
that the Indemnitor, after written notice from Indemnitee,
fails to take timely action to defend the same, the Indemnitee
shall have the right to defend the same by counsel of its own
choosing, but at the cost and expense of the Indemnitor. No
settlement of a Claim by Indemnitee shall be effected without
the consent of the Indemnitor, which shall not be unreasonably
withheld or delayed, unless Indemnitee waives any right to
indemnification therefore. The Indemnitor may, with the
consent of the Indemnitee, which shall not be unreasonably
withheld, settle or compromise any action or consent to the
entry of any judgment (i) which includes, without limitation
the unconditional release by the Person asserting the Claim and
any related claimants of Indemnitee from all liability with
respect to such Claim in form and substance reasonably
satisfactory to Indemnitee, and (ii) which would not adversely
affect the right of Indemnitee and its Affiliates to own, hold
use and operate their respective assets and businesses.
(e) CERTAIN DEFINITIONS. For purposes of this Paragraph
7, the following terms have the meanings set forth below:
"Litigation Expense" means any expenses incurred in
connection with investigating, defending or asserting any
claim, action, suit or proceeding incident to any matter
indemnified against under this Agreement, including, without
limitation, court filing fees, court costs, arbitration fees or
costs, witness fees, and reasonable fees and disbursements of
legal counsel (whether incurred in any action or proceeding
between the parties to this Agreement or between any party to
this Agreement and any third party), investigators, expert
witnesses, accountants and other professionals.
"Loss" means any loss, obligation, claim, liability,
settlement payment, award, judgment, fine, penalty, interest
charge, expense, damage or deficiency or other charge, measured
on an after-tax basis and after accounting for any insurance
proceeds actually received with respect thereto, other than
Litigation Expense.
8. MISCELLANEOUS
(a) ENTIRE AGREEMENT; AMENDMENTS. This Agreement, the
Note, the Noncompetition Agreement and the agreements described
in Paragraph 5 constitute the entire understanding among the
parties hereto with respect to the subject matter contained
herein and supersedes any prior understandings and agreements
among them respecting such subject matter. This Agreement may
be amended or supplemented only by a written instrument duly
executed by CPI, Holding, Programs, Fox and Kodak and any
provision may be waived only in a writing executed by the party
granting such waiver. This Agreement, the Note, the
Noncompetition Agreement and the agreements described in
Paragraph 5 shall be binding upon and inure to the benefit of,
the parties and their affiliates and their respective
successors and assigns, including any assignee of assets of the
business of Fox.
(b) EXPENSES. Each party shall bear its own expenses
incurred in connection with the transactions contemplated by
this Agreement except with respect to certain software
transfer, consent or waiver fees as provided in Paragraph 5(c)
of this Agreement.
(c) NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed given to the
person if delivered personally or upon sending a copy thereof
by first class or express mail, postage prepaid, or by telegram
(with messenger service specified), or reputable courier
services, charges prepaid, or by telecopier, to such party's
address (or to such party's telecopier):
If to Kodak, to:
Xxxxxxx Kodak Company
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxxxxx
Managing Director, Strategic Business Investments
Telecopier: (000) 000-0000
With a copy to:
General Counsel
Xxxxxxx Kodak Company
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000-0000
Telecopier: (000) 000-0000
and to:
Nixon, Hargrave, Devans & Xxxxx LLP courier:
Clinton Square 0000 Xxxxxxx Xxxxxx
X.X. Xxx 0000 Xxxxxxxxx, XX 00000
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx XxXxxx Xxxxx, Esq.
Telecopier: (000) 000-0000
If to CPI, Holding or Programs, to:
CPI Corp.
0000 Xxxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Telecopier: (000) 000-0000
With a copy to:
CPI Corp.
0000 Xxxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Telecopier: (000) 000-0000
and a copy to:
White & Case
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx., Esq.
Telecopier: (000) 000-0000
or to such other person, address or telecopy number as any of
the foregoing may have designated for that purpose by notice to
the others.
(d) GOVERNING LAW; JURISDICTION. This Agreement,
including any dispute or controversy arising out of or related
to this Agreement or the breach thereof, shall be subject to,
governed by, and construed in accordance with, the substantive
and procedural laws of the State of New York, without reference
to its principles of conflict of laws. Each of the parties
hereto irrevocably consents to the exclusive jurisdiction and
venue of the U.S. District Court for the Southern District of
New York in connection with any action or proceeding arising
out of or related to this Agreement, unconditionally agrees
that all claims in respect of any such suit, action or
proceeding may be heard and determined in such federal court.
Each party hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, (a)
any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any federal court sitting in the
Southern District of New York, (b) the defense of an
inconvenient forum to the maintenance of such suit, action or
proceeding any such court and (c) the right to object, with
respect to such suit, action or proceeding, that such court
does not have jurisdiction over such party.
(e) COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an
original, but such counterparts shall together constitute one
and the same Agreement.
IN WITNESS WHEREOF, CPI, Holding, Programs, Fox and Kodak
have caused this Agreement to be executed by their duly
authorized officers on the date first above written.
CPI Corp.
/s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
Consumer Programs Holding, Inc.
/s/ Xxxxxxx X. Xxxx
------------------------------------
Xxxxxxx X. Xxxx
President
Consumer Programs Incorporated
/s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
President
Fox Photo, Inc.
/s/ X. X. Xxxxxxx
-----------------------------------
X. X. Xxxxxxx
Director
Xxxxxxx Kodak Company
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
Senior Vice President
