0000025354-96-000017 Sample Contracts

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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.

ITEM 5 (A) September 30, 1996
Cpi Corp • October 17th, 1996 • Services-personal services

Reference is hereby made to that certain Revolving Credit Agreement dated July 13, 1995, by and among CPI Corp. ("Borrower"), the Banks party thereto (collectively, the "Banks") and Mercantile Bank of St. Louis National Association, as agent for the Banks (the "Revolving Credit Agreement"). All capitalized terms used and not otherwise defined in this consent letter shall have the respective meanings ascribed to them in the Revolving Credit Agreement.

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