CPI Corp s/ Barry Arthur ------------------------------------ Barry Arthur Executive Vxxx Xxxxxxxxt, CFO 1706 Washington Avenue Sx. Xxxxx, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxx Xxxxxxial Officer Telecopy No.: (314) 878-4537 MERCANTIXX XXXX XXXXXXAL ASSOCIATION /s/ Timothy W. Hassler ------------------------------------ Timothy W. Hassler Assisxxxx Xxxx Xxxxxxxxt 721 Locust Street St. Loxxx, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxx Xxxxxxate Accounts Telecopy No.: (314) 425-2162 HARRIS TXXXX XXX XXXXXGS BANK /x/ Donald J. Buse ------------------------------------ Donald J. Buse Vice Presxxxxx 111 West Monroe Street Cxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx:__________________________ Telecopy No.: (312) 461-2591 THE SUMIXXXX XXXX, XXXITED /s/ Michael F. Murphy ------------------------------------ Michael F. Murphy Vice Pxxxxxxxx xxx Xxxxger /s/ Teresa A. Lekich ------------------------------------ Teresa A. Lekich Vice Prxxxxxxx 200 North Broadway Suite 0000 Xx. Xxxxx, Xxxxxxxx 00000 Xxxxxxxxx: _________________________ Telecopy No.: (314) 241-0736 MERCANTILE BANK NATIONAL ASSOCIATION, as Agent /s/ Timothy W. Hassler ------------------------------------ Timothy W. Hassler Assisxxxx Xxxx Xxxxxxxxt 721 Locust Street St. Loxxx, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxx Xxxxxxate Accounts Telecopy No.: (314) 425-2162 SCHEDULE 3.02 EXISTING LETTERS OF CREDIT
CPI Corp guarantees all lines of credits to its subsidiaries and routinely guarantees leases entered into by subsidiaries. There are numerous intercompany accounts payable and notes arising in the ordinary course of the business of the Company and its subsidiaries. The above information represents both short- and long-term debt agreements of CPI Corp. as of its most recent fiscal period close, May 24, 1997. No additional short- or long-term debt, loan or guarantees agreements have been entered into as of June 16, 1995. SCHEDULE 5.12 EXISTING LIENS NONE SCHEDULE 5.16 PATENTS, LICENSES, TRADEMARKS, ETC. NONE SCHEDULE 5.17 ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS Borrower and its Subsidiaries are required by Federal, state and local wastewater authorities to report or respond to any exceedance of assigned wastewater discharge limits. To date, all reports or violation notices were minor and had no Material Adverse Effect on the operations of Borrower and its Subsidiaries. SCHEDULE 6.02(l) RESTRICTIVE AGREEMENTS NONE EXHIBIT A REVOLVING CREDIT NOTE $________________ St. Louis, Missouri June 16, 1997 FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the undersigned, CPI CORP., a Delaware corporation ("Borrower"), hereby promises to pay to the order of ___________ __________________________________ ("Bank"), the principal sum of _______________ Million Dollars ($______________), or such lesser sum as may then constitute the aggregate unpaid principal amount of all Revolving Credit Loans made by Bank to Borrower pursuant to the Revolving Credit Agreement referred to below. The aggregate principal amount of Revolving Credit Loans which Bank shall be committed to have outstanding hereunder at any time shall not exceed _____________ Million Dollars ($_________), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Revolving Credit Agreement referred to below. Borrower further promises to pay to the order of Bank interest on the aggregate unpaid principal amount of such Revolving Credit Loans on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Mercantile Bank National Association, 721 Locust Street, St. Louis, Missouri 63101. Xxx Xxxxxxxxx Xxxxxx Xxxxx xxxx xx Xank and all repayments...
CPI Corp. BY: \s\ Barry Arthur ----------------------- Barry Xxxxxx Xhief Financial Officer
CPI Corp. Board Approval ................. 20 8.7
CPI Corp. Guaranty ....................... 26 11.5 Notices .................................. 26 11.6
CPI Corp. By: /s/Xxxxxx White Xxxxxx White Chairman, Compensation Committee Agreed to this 25 day of September, 2009 /s/Xxxxx X. Xxxxx Xxxxx X. Xxxxx
CPI Corp. By ----------------------------- ATTEST: ------------------------------ Secretary and General Counsel [SEAL] EXHIBIT B [Form of Right Certificate] Certificate No. R- ___________________ Rights NOT EXERCISABLE AFTER MARCH 13, 2010, UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF EXCHANGED OR REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND UNDER CERTAIN CIRCUMSTANCES TO EXCHANGE, IN EACH CASE AT THE OPTION OF THE COMPANY AND ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]* * The bracketed portion of the legend should be inserted only if applicable. Right Certificate
CPI Corp. This certifies that ____________, or registered assigns, is the registered owner of the number of Rights set forth above, each which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 13, 2000, (the "Rights Agreement"), between CPI Corp., a Delaware corporation (the "Company"), and Xxxxxx Trust and Savings Bank, a national banking association (the "Rights Agent"), to purchase from the Company at any time prior to 4:00 PM (St. Louis, Missouri time) on March 13, 2010 (unless such date is extended prior thereto by the Board of Directors) (the "Final Expiration Date"), at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, non-assessable share of Series A Participating Preferred Stock, without par value ("Series A Preferred Stock"), of the Company, at a purchase price of Ninety-Six Dollars ($96.00) per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as otherwise provided in the Rights Agreement, the Purchase Price shall be paid in cash. The number of Rights evidenced by this Right Certificate (and the number of fractional shares of Series A Preferred Stock that may be purchased upon exercise thereof) set forth above, and the Purchase Price per fractional share of Series A Preferred Stock set forth above, are the number and Purchase Price as of March 13, 2000, based on the Series A Preferred Stock as constituted at such date. The Company reserves the right to require before the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
CPI Corp guarantees all lines of credits to its subsidiaries and routinely guarantees leases entered into by subsidiaries. There are numerous intercompany accounts payable and notes arising in the ordinary course of the business of the Company and its subsidiaries.
CPI Corp guarantees all lines of credits to its subsidiaries and routinely guarantees leases entered into by subsidiaries.
