SECTION 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Other Interpretive Provisions 17 SECTION 2 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES 18 2.1 Commitments 18 2.1.1 Revolving Loan Commitment 18 2.1.2 L/C Commitment 18...Credit Agreement • April 21st, 2005 • Cpi Corp • Services-personal services
CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of April 15, 2005 (this “Agreement”), is entered into among CPI CORP., a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders. The Lenders have agreed to make available to the Company a revolving credit facility (which includes letters of credit) upon the terms and conditions set forth herein. In consideration of the mutual agreements herein contained, the parties hereto agree as follows: SECTION 1 DEFINITIONS.
ContractRestricted Stock Award Agreement • April 21st, 2005 • Cpi Corp • Services-personal services • Missouri
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.93 RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), is entered into on April ___, 2005, between CPI Corp., a Missouri corporation (the “Company”), and _____________ (the “Director”). RECITALS WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its stockholders for nonemployee members of the Company’s Board of Directors (the “Board”) to obtain or increase their stock ownership interest in the Company, thereby attracting, retaining and rewarding such directors and strengthening the mutuality of interest between the directors and the Company’s stockholders; WHEREAS, pursuant to a policy adopted as of April 14, 2005 (the “Policy”), under the CPI Corp. Restricted Stock Plan, as amended and restated from time to time (the “Plan”), members of the Company’s Board may, subject to the terms and conditions of the Policy and the Plan, elect to receive Restricted
ContractEmployment Agreement • April 21st, 2005 • Cpi Corp • Services-personal services
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.95 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT to that certain Employment Agreement by and between CONSUMER PROGRAMS INCORPORATED (the “Corporation”) and THOMAS GALLAHUE (the “Executive”) dated as of November 15, 2002 (the “Employment Agreement”) is entered into as of this 10th day of September, 2004. WHEREAS, the Employment Agreement includes a Supplemental Retirement Benefits arrangement (the “SERP”) that provides for monthly payments to Executive or his beneficiaries for a period of two hundred forty (240) months in the event of death or retirement and for disability payments until death or disability if Executive’s employment terminates as a result of disability; WHEREAS, as a result of a Change of Control effective March 24, 2004, Executive is 100% vested in his SERP benefits; WHEREAS, the Corporation offered Executive an opportunity to receive a lump sum payment of his SERP benefits at a negotiated discount i
ContractSoftware Maintenance Agreement • April 21st, 2005 • Cpi Corp • Services-personal services • Colorado
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.85 SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (this “Maintenance Agreement”) is made and entered into this March 29, 2005 (the “Effective Date”), by and between EXPRESS DIGITAL GRAPHICS, INC., a Colorado corporation with offices at 9780 Mt. Pyramid Ct., Suite 120, Englewood, CO 80112 (“Licensor”) and CPI CORP., a Delaware corporation with offices at 1706 Washington Avenue, St. Louis, MO 63103 (“Licensee”). In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: Section 1. Definitions. As used herein, the terms “Agreement”, “Effective Date”, “Licensor” and “Licensee” shall have the meanings indicated above, and the following terms shall have the following meanings: 1.1 “Affiliate” means any person, corporation or other entity, which is controlled by or is under co
ContractNote Purchase Agreement • April 21st, 2005 • Cpi Corp • Services-personal services • New York
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.89 EXECUTION VERSION LETTER AMENDMENT NO. 1 to Note Purchase Agreements April 15, 2005 The Prudential Insurance Company of America c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201 The Guardian Life Insurance Company of America 7 Hanover Square New York, New York 10004-2616 Ladies and Gentlemen: We refer to the Note Purchase Agreements, each dated as of June 16, 1997 (the “Agreements”), among the undersigned, CPI Corp., a Delaware corporation (the ”Company”), and each of you, respectively. Unless otherwise defined in this Letter Amendment No. 1 to Note Purchase Agreements (this ”Amendment”), the terms defined in the Agreements, as amended hereby, shall be used herein as therein defined. The Company has requested and, subject to the terms and conditions specified herein, the undersigned holders of the Notes are willing to make, certain amendments to the Agreements, all as more particularly set fo
ContractEmployment Agreement • April 21st, 2005 • Cpi Corp • Services-personal services
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.94 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT to that certain Employment Agreement by and between CONSUMER PROGRAMS INCORPORATED (the “Corporation”) and JACK KRINGS (the “Executive”) dated as of September 5, 2001 (the “Employment Agreement”) is entered into as of this 10th day of September, 2004. WHEREAS, the Employment Agreement includes a Supplemental Retirement Benefits arrangement (the “SERP”) that provides for monthly payments to Executive or his beneficiaries for a period of two hundred forty (240) months in the event of death or retirement and for disability payments until death or disability if Executive’s employment terminates as a result of disability; WHEREAS, as a result of a Change of Control effective March 24, 2004, Executive is 100% vested in his SERP benefits; WHEREAS, the Corporation offered Executive an opportunity to receive a lump sum payment of his SERP benefits at a negotiated discount in ex
ContractRetirement and Release Agreement • April 21st, 2005 • Cpi Corp • Services-personal services • Missouri
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.96 RETIREMENT AND RELEASE AGREEMENT THIS RETIREMENT AND RELEASE AGREEMENT is made and entered into as of January 29, 2004, by and between FRAN SCHEPER, an individual (hereinafter referred to as “Scheper”), and Consumer Programs Incorporated, a Missouri Corporation, on behalf of itself and its affiliated corporations (hereinafter referred to, alternatively and collectively, as “CPI”). WHEREAS, Scheper has served as an employee of CPI for thirty-seven years, including more than ten years as Executive Vice President, Human Resources; and WHEREAS, Scheper has decided to retire; and WHEREAS, Scheper is entitled to certain benefits under her Employment Agreement with CPI dated as of February 8, 1998 (the “Employment Agreement”) and under various benefit plans of CPI; and WHEREAS, CPI and Scheper desire that Scheper’s benefits be valued and paid out in accordance with the terms set forth in this Agreement; and WHEREAS, CPI desires to awar
ContractStock Award and Restriction Agreement • April 21st, 2005 • Cpi Corp • Services-personal services • Missouri
(PAGE NUJMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.88 STOCK AWARD AND RESTRICTION AGREEMENT THIS STOCK AWARD AND RESTRICTION AGREEMENT (“Agreement”), is entered into effective as of April 14, 2005, between CPI Corp., a Missouri corporation (the “Company”), and David M. Meyer (the “Director”). RECITALS WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its stockholders for nonemployee members of the Company’s Board of Directors (the “Board”) to obtain or increase their stock ownership interest in the Company, thereby attracting, retaining and rewarding such directors and strengthening the mutuality of interest between the directors and the Company’s stockholders; WHEREAS, the Director is currently the Chairman of the Company’s Board of Directors, and is not an employee of the Company or one of its subsidiaries; and WHEREAS, the Director is currently serving a one year term as interim lead executive in the Office of the Chief Executive;
ContractSoftware License Agreement • April 21st, 2005 • Cpi Corp • Services-personal services • Colorado
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.84 SOFTWARE LICENSE AGREEMENT This Software License Agreement (this “Agreement”) is made and entered into this 29th day of March, 2005 (the “Effective Date”), by and between EXPRESS DIGITAL GRAPHICS, INC., a Colorado corporation with offices at 9780 Mt. Pyramid Ct., Suite 120, Englewood, CO 80112 (“Licensor”) and CPI CORP., a Delaware corporation with offices at 1706 Washington Avenue, St. Louis, MO 63103 (“Licensee”). In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1 Definitions. As used herein, the terms “Agreement,” “Effective Date,” “Licensor” and “Licensee” shall have the meanings indicated above, and the following terms shall have the following meanings: 1.1 “Active Camera Room(s)” means a Camera Room that is in use no less than eight (8) months in any calendar year by Lic
