0001193125-04-156347 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Agreement and Consent • September 14th, 2004 • Portrait Corp of America, Inc. • Services-personal services • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (the “Agreement”) is entered into as of July 2, 2004 among PCA LLC, a Delaware limited liability company (the “Borrower”), PCA INTERNATIONAL, INC., a North Carolina corporation (“PCA-NC”), the Domestic Subsidiaries of the Borrower party hereto (collectively with PCA-NC, the “Guarantors”), the Lenders and BANK OF AMERICA, N.A., as Agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

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AMENDMENT NUMBER TWO TO WAL-MART MASTER LICENSE AGREEMENT
Master License Agreement • September 14th, 2004 • Portrait Corp of America, Inc. • Services-personal services

THIS AMENDMENT NUMBER TWO TO WAL-MART MASTER LICENSE AGREEMENT (“Agreement”) is entered into as of the 24th day of June, 2004 by and between Wal-Mart Stores, Inc., a Delaware corporation, on behalf of itself, or alternatively, where appropriate, on behalf of, and as authorized agent for, its affiliates, as designated in the Wal-Mart Master License Agreement (“Licensor”) and PCA International, Inc.; 815 Matthews-Mint Hill Road, Matthews, NC 28105 (“Licensee”).

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