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:
WAIVERWaiver • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
WAIVER, dated as of July 15, 2005 (this “Waiver”) with respect to the Purchase Agreement, among PCA LLC (the “Company”), the guarantors named therein, GS Mezzanine Partners II, L.P. (“GS Mezzanine”) and GS Mezzanine Partners II Offshore, L.P. (“GS Offshore” and, together with GS Mezzanine, the “Purchasers”), dated as of June 27, 2002 (as amended through the date hereof, the “Purchase Agreement”). Capitalized terms used herein without definition are so used as defined in the Purchase Agreement.
Logo] AgfaPhoto USA CorporationAgfa/Pca Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services
PCA EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made on this 8th day of March, 2004 by and between PCA International, Inc. and all subsidiary companies (collectively referred to herein as “PCA” or the “Company”) and type or print in full name: Todd J. Fine (“Employee”).
LICENCE AMENDING AGREEMENT THIS AGREEMENT MADE the 7th day of February, 2003. BETWEEN: WAL-MART CANADA CORP. (previously Wal-Mart Canada Inc.) (hereinafter called “Wal-Mart”) OF THE FIRST PARTLicence Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
This FIRST AMENDMENT, dated as of July 15, 2005 (the “Amendment”), is made and entered into with respect to the Purchase Agreement among PCA International, Inc. (predecessor to Portrait Corporation of America, Inc.) (the “Company”), GS Mezzanine Partners II, L.P. (“GS Mezzanine”) and GS Mezzanine Partners II Offshore, L.P. (“GS Offshore” and, together with GS Mezzanine, the “Purchasers”), dated as of June 27, 2002 (as amended through the date hereof, the “Purchase Agreement”). Capitalized terms used herein without definition are so used as defined in the Purchase Agreement.
SECURITY AGREEMENTSecurity Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 15th day of July, 2005, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, “Agent”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
This FIRST AMENDMENT, dated as of July 15, 2005 (the “Amendment”), is made and entered into with respect to the Purchase Agreement among PCA LLC (the “Company”), the guarantors named therein, GS Mezzanine Partners II, L.P. (“GS Mezzanine”) and GS Mezzanine Partners II Offshore, L.P. (“GS Offshore” and, together with GS Mezzanine, the “Purchasers”), dated as of June 27, 2002 (as amended through the date hereof, the “Purchase Agreement”). Capitalized terms used herein without definition are so used as defined in the Purchase Agreement.
WAIVERWaiver • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
WAIVER, dated as of July 15, 2005 (this “Waiver”) with respect to the Purchase Agreement, among PCA International, Inc. (predecessor to Portrait Corporation of America, Inc.) (the “Company”), GS Mezzanine Partners II, L.P. (“GS Mezzanine”) and GS Mezzanine Partners II Offshore, L.P. (“GS Offshore” and, together with GS Mezzanine, the “Purchasers”), dated as of June 27, 2002 (as amended through the date hereof, the “Purchase Agreement”). Capitalized terms used herein without definition are so used as defined in the Purchase Agreement.
SECURITY AGREEMENTSecurity Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 15th day of July, 2005, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as Collateral Agent for the Trustee and the Noteholders (such capitalized terms having the meanings provided below).
CREDIT AGREEMENT by and among PORTRAIT CORPORATION OF AMERICA INC. as Parent Guarantor, PCA LLC and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL,...Credit Agreement • July 29th, 2005 • Portrait Corp of America, Inc. • Services-personal services • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of July 15, 2005, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), PCA LLC, a Delaware limited liability company (“PCA”), each of PCA’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”) and PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation (“Parent Guarantor”).
