Cpi Corp Watch

from 8-K 23 pages This Fourth Forbearance Agreement Dated as of March 8, 2013 (The “Fourth Forbearance Agreement”), Is Entered Into by and Among: (I) Cpi Corp., a Delaware Corporation (The “Borrower” Also Referred to Herein as the “Company”); (II) Consumer Programs Incorporated, a Missouri Corporation (“Cp Inc.”), Cpi Canadian Holdings, Inc., a Delaware Corporation (“Cpi Canadian Holdings”), Cpi Images, L.L.C., a Missouri Limited Liability Company (“Images”), Cpi International Holdings, Inc., a Delaware Corporation (“Cpi International”), Texas Portraits L.P., a Delaware Limited Partnership (“Texas”), Centrics Technology, Inc., a Delaware Corporation (“Centrics”), and Image Source Inc., a Missouri Corporation (“Isi,” And, With Cp Inc., Cpi Canadian Holdings, Images, Cpi International, Texas and Centrics, Each an “Original Guarantor” And, Collectively, the “Original Guarantors”); (III) Bella Pictures Holdings, LLC, a Delaware Limited Liability Company (“Bella”), and Sandy Realty Holdings, LLC, a Missouri Limited Liability Company (“Sandy” And, With Bella, Each an “Additional Guarantor” and Collectively, the “Additional Guarantors”); (IV) Cpi Corp., an Unlimited Liability Company Organized Under the Laws of Nova Scotia (“Cpi Canada”), Cpi Portrait Studios of Canada Corp., an Unlimited Liability Company Organized Under the Laws of Nova Scotia (“Studios Canada”), Cpi Canadian Images, an Ontario Partnership (“Images Canada” and With Cpi Canada and Studios Canada, Each a “Canadian Guarantor”, and Collectively, the “Canadian Guarantors”); and (V) Bank of America, N.A., as Administrative Agent (“Administrative Agent”) for the Various Financial Institution Parties Identified as Lenders in the Credit Agreement (Collectively, “Lenders”). Borrower, the Original Guarantors, the Additional Guarantors, and the Canadian Guarantors Are Collectively Referred to Herein as the “Borrower Parties.”

from 8-K 14 pages This Amendment Number One to Third Forbearance Agreement Dated as of February 26, 2013 (The “Amendment Agreement”), Is Entered Into by and Among: (I) Cpi Corp., a Delaware Corporation (The “Borrower” Also Referred to Herein as the “Company”); (II) Consumer Programs Incorporated, a Missouri Corporation (“Cp Inc.”), Cpi Canadian Holdings, Inc., a Delaware Corporation (“Cpi Canada Holdings”), Cpi Images, L.L.C., a Missouri Limited Liability Company (“Images”), Cpi International Holdings, Inc., a Delaware Corporation (“Cpi International”), Texas Portraits L.P., a Delaware Limited Partnership (“Texas”), Centrics Technology, Inc., a Delaware Corporation (“Centrics”), and Image Source Inc., a Missouri Corporation (“Isi,” And, With Cp Inc., Cpi Canada Holdings, Images, Cpi International, Texas and Centrics, Each an “Original Guarantor” And, Collectively, the “Original Guarantors”); (III) Bella Pictures Holdings, LLC, a Delaware Limited Liability Company (“Bella”), and Sandy Realty Holdings, LLC, a Missouri Limited Liability Company (“Sandy” And, With Bella, Each an “Additional Guarantor” and Collectively, the “Additional Guarantors”); (IV) Cpi Corp., an Unlimited Liability Company Organized Under the Laws of Nova Scotia (“Cpi Canada”), Cpi Portrait Studios of Canada Corp., an Unlimited Liability Company Organized Under the Laws of Nova Scotia (“Studios Canada”), Cpi Canadian Images, an Ontario Partnership (“Images Canada” and With Cpi Canada and Studios Canada, Each a “Canadian Guarantor”, and Collectively, the “Canadian Guarantors”); and (V) Bank of America, N.A., as Administrative Agent (“Administrative Agent”) for the Various Financial Institution Parties Identified as Lenders in the Credit Agreement (Collectively, “Lenders”). Borrower, the Original Guarantors, the Additional Guarantors and the Canadian Guarantors Are Collectively Referred to Herein as the “Borrower Parties.”

from 8-K 20 pages This Third Forbearance Agreement Dated as of January 29, 2013 (The “Third Forbearance Agreement”), Is Entered Into by and Among: (I) Cpi Corp., a Delaware Corporation (The “Borrower” Also Referred to Herein as the “Company”); (II) Consumer Programs Incorporated, a Missouri Corporation (“Cp Inc.”), Cpi Canadian Holdings, Inc., a Delaware Corporation (“Cpi Canada”), Cpi Images, L.L.C., a Missouri Limited Liability Company (“Images”), Cpi International Holdings, Inc., a Delaware Corporation (“Cpi International”), Texas Portraits L.P., a Delaware Limited Partnership (“Texas”), Centrics Technology, Inc., a Delaware Corporation (“Centrics”), and Image Source Inc., a Missouri Corporation (“Isi,” And, With Cp Inc., Cpi Canada, Images, Cpi International, Texas and Centrics, Each an “Original Guarantor” And, Collectively, the “Original Guarantors”); (III) Bella Pictures Holdings, LLC, a Delaware Limited Liability Company (“Bella”), and Sandy Realty Holdings, LLC, a Missouri Limited Liability Company (“Sandy” And, With Bella, Each an “Additional Guarantor” and Collectively, the “Additional Guarantors”); (IV) Cpi Corp., an Unlimited Liability Company Organized Under the Laws of Nova Scotia (“Cpi Canada”), Cpi Portrait Studios of Canada Corp., an Unlimited Liability Company Organized Under the Laws of Nova Scotia (“Studios Canada”), Cpi Canadian Images, an Ontario Partnership (“Images Canada” and With Cpi Canada and Studios Canada, Each a “Canadian Guarantor”, and Collectively, the “Canadian Guarantors”); and (V) Bank of America, N.A., as Administrative Agent (“Administrative Agent”) for the Various Financial Institution Parties Identified as Lenders in the Credit Agreement (Collectively, “Lenders”). Borrower, the Original Guarantors, the Additional Guarantors and the Canadian Guarantors Are Collectively Referred to Herein as the “Borrower Parties.”

from 8-K 15 pages Fourth Amendment to Credit Agreement

from 10-Q 11 pages Third Amendment to Credit Agreement

from 10-Q 36 pages Second Amendment to Credit Agreement

from 8-K 12 pages This Forbearance Agreement Dated as of May 18, 2012 (The “Agreement”), Is Entered Into by and Among: (I) Cpi Corp, a Delaware Corporation (“Borrower”); (II) Consumer Programs Incorporated, a Missouri Corporation (“Cp Inc.”), Cpi Canadian Holdings, Inc., a Delaware Corporation (“Cpi Canada”), Cpi Images, L.L.C., a Missouri Limited Liability Company (“Images”), Cpi International Holdings, Inc., a Delaware Corporation (“Cpi International”), Texas Portraits L.P., a Delaware Limited Partnership (“Texas”), Centrics Technology, Inc., a Delaware Corporation (“Centrics”), and Image Source Inc., a Missouri Corporation (“Isi,” And, With Cp Inc., Cpi Canada, Images, Cpi International, Texas and Centrics, Each an “Original Guarantor” And, Collectively, the “Original Guarantors”); (III) Bella Pictures Holdings, LLC, a Delaware Limited Liability Company (“Bella”), and Sandy Realty Holdings, LLC, a Missouri Limited Liability Company (“Sandy” And, With Bella, Each an “Additional Guarantor” And, Collectively, the “Additional Guarantors”); and (IV) Bank of America, N.A., as Administrative Agent (“Agent”) for the Various Financial Institution Parties Identified as Lenders in the Loan Agreement (Collectively, “Lenders”). Borrower, the Original Guarantors, and the Additional Guarantors Are Collectively Referred to Herein as the “Borrower Parties.”

from 10-Q 6 pages First Amendment to Credit Agreement

from 10-Q 132 pages Credit Agreement Dated as of August 30, 2010 Among Cpi Corp. as the Company the Various Financial Institutions Party Hereto, as Lenders, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and Issuing Lender, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager and Fifth Third Bank, as a Syndication Agent

from 10-K 13 pages First Amendment to Second Amended and Restated Credit Agreement

from 8-K 16 pages Third Amendment to Second Amended and Restated Credit Agreement

from 8-K 10 pages Second Amendment to Second Amended and Restated Credit Agreement

from 8-K 123 pages Second Amended and Restated Credit Agreement Dated as of June 8, 2007 Among Cpi Corp. as the Company the Various Financial Institutions Party Hereto, as Lenders, and Lasalle Bank National Association, as Administrative Agent and Lasalle Bank National Association, as Sole Lead Arranger and Sole Bookrunner

from 8-K 15 pages First Amendment to Amended and Restated Credit Agreement

from 8-K 98 pages Amended and Restated Credit Agreement Dated as of November 30, 2005 Among Cpi Corp. as the Company the Various Financial Institutions Party Hereto, as Lenders, and Lasalle Bank National Association, as Administrative Agent and Lasalle Bank National Association, as Arranger

from 10-Q 4 pages (I) I Will Abide by Any and All Policies Regarding Confidentiality and With the Terms and Provisions of This Confidentiality, Noncompetition and Nonsolicitation Agreement (The “Agreement”); (II) I Will Not at Any Time During the Term of This Agreement or Thereafter, Except in the Performance of My Duties Hereunder, Use or Permit Any Third Person to Use or Disclose Directly or Indirectly Any Such Confidential Information or Any Trade Secrets (Including, but Not Limited To, Using or Permitting Any Third Person to Use Confidential Information or Trade Secrets to Solicit Any Customer of the Company or Any of Its Affiliates; (III) I Will Return Promptly Upon Termination of My Employment for Whatever Reason, or at Any Time at the Request of the Board of Directors of the Company (Or in the Event of My Death, My Personal Representative Will Return Promptly) to the Board(s) at Its Direction, All Company Property in My Possession or Control Including, Without Limitation, Personal Computer(s), Keys, Credit Cards, and Records (Whether Stored Electronically or Otherwise) and Including Any and All Copies of Records, Drawings, Writings, Blueprints, Materials, Memoranda and Other Tangible Manifestations of and Pertaining to Confidential Information or Trade Secrets, Regardless of by or for Whom the Same Were Prepared; (IV) in the Event Any of the Restrictions Contained in the Covenants Set Forth in This Section 1 Are Deemed Unreasonable by Any Court, the Company and I Agree That the Court May Reduce Such Restriction(s) to Ones It Deems Reasonable to Protect the Company and/or Its Affiliates; and (V) the Company and I Agree That the Provisions of This Section 1 Will Be Enforced Pursuant to Section 3 Below

from 10-K 80 pages 6.2 Prepayments; Cleandown 27 6.2.1 Voluntary Prepayments 27 6.2.2 Clean Down 28 6.2.3 Mandatory Prepayments 28 6.3 Manner of Prepayments 29 6.3.1 All Prepayments 29 6.4 Repayments 29 6.4.1 Revolving Loans 29 Section 7 Making and Proration of Payments; Setoff; Taxes 29 7.1 Making of Payments 29 7.2 Application of Certain Payments 29 7.3 Due Date Extension 29 7.4 Setoff 30 7.5 Proration of Payments 30 7.6 Taxes 30 Section 8 Increased Costs; Special Provisions for Libor Loans 32 8.1 Increased Costs 32 8.2 Basis for Determining Interest Rate Inadequate or Unfair 33 8.3 Changes in Law Rendering Libor Loans Unlawful 33 8.4 Funding Losses 34 8.5 Right of Lenders to Fund Through Other Offices 34 8.6 Discretion of Lenders as to Manner of Funding 34 8.7 Mitigation of Circumstances; Replacement of Lenders 34 8.8 Conclusiveness of Statements; Survival of Provisions 35 Section 9 Representations and Warranties 35 9.1 Organization; Locations of Executive Office; Fein 35 9.2 Authorization; No Conflict 36 9.3 Validity and Binding Nature 36 9.4 Financial Condition 36 9.5 No Material Adverse Change 36 9.6 Litigation and Contingent Liabilities 36 9.7 Ownership of Properties; Liens 36 9.8 Equity Ownership; Subsidiaries 37 9.9 Pension Plans 37 9.10 Investment Company Act 38 9.11 Public Utility Holding Company Act 38 9.12 Regulation U 38 9.13 Taxes 38 9.14 Solvency, Etc 38 9.15 Environmental Matters 38 9.16 Insurance 39 9.17 Real Property 39 9.18 Information 39 9.19 Intellectual Property 40 II

from 10-K 6 pages (A) “Board” Means the Board of Directors of Cpi Corp

from 10-K ~5 pages At Its Expense, Sears Shall Furnish a Point of Sale Terminal (“Pos Terminal”) for Use in the Licensed Business. Such Pos Terminal Shall Be of a Size and Design Satisfactory to Sears, in Its Sole Discretion, and Shall at All Times Be and Remain the Property of Sears. Such Pos Terminal Shall Be Comparable to Those Used by Sears in Its Own Merchandise Departments and Shall Have the Capability of Processing a Sears Card (As Defined in Section 9.2) and Any Other Credit Cards Sears May Accept From Time to Time. Licensee Shall Immediately Return Such Pos Terminal to Sears Upon Demand. Sears Shall Have the Right to Take Possession of the Pos Terminal at Any Time Without Giving Prior Notice to Licensee

from 10-Q ~50 pages Revolving Credit Agreement