Cpi Corp Sample Contracts

WITNESSETH: ----------
Revolving Credit Agreement • December 21st, 2001 • Cpi Corp • Services-personal services • Missouri
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RIGHTS AGREEMENT
Rights Agreement • March 15th, 2000 • Cpi Corp • Services-personal services • Delaware
EXHIBIT 10.40 -------------- STOCK PURCHASE AGREEMENT By and Between Ridgedale Prints Plus, Inc.
Stock Purchase Agreement • August 31st, 2001 • Cpi Corp • Services-personal services • Delaware
EXHIBIT (10.15) DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • May 3rd, 2001 • Cpi Corp • Services-personal services • Illinois
EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2001 • Cpi Corp • Services-personal services • Missouri
ITEM 5 (A) September 30, 1996
Cpi Corp • October 17th, 1996 • Services-personal services

Reference is hereby made to that certain Revolving Credit Agreement dated July 13, 1995, by and among CPI Corp. ("Borrower"), the Banks party thereto (collectively, the "Banks") and Mercantile Bank of St. Louis National Association, as agent for the Banks (the "Revolving Credit Agreement"). All capitalized terms used and not otherwise defined in this consent letter shall have the respective meanings ascribed to them in the Revolving Credit Agreement.

License Agreement - Sears, Roebuck and Co. (Off-Mall) SEARS, ROEBUCK AND CO.
License Agreement • May 5th, 1999 • Cpi Corp • Services-personal services • Illinois
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...
Credit Agreement • December 8th, 2005 • Cpi Corp • Services-personal services • Illinois

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 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.

GUARANTY AND COLLATERAL AGREEMENT dated as of November __, 2005 among CPI CORP. and THE OTHER PARTIES HERETO, as Grantors, and LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent
Guaranty and Collateral Agreement • December 8th, 2005 • Cpi Corp • Services-personal services • Illinois

THIS GUARANTY AND COLLATERAL AGREEMENT dated as of November __, 2005 (this “Agreement”) is entered into among CPI CORP., a Delaware corporation (the “Company”) and each other Person signatory hereto as a Grantor (the Company, together with any other Person that becomes a party hereto as provided herein, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for all the Lenders party to the Credit Agreement (as hereafter defined).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 19th, 2006 • Cpi Corp • Services-personal services • Delaware

THIS AGREEMENT, made and entered into this __th day of _________, ____ by and between CPI Corp., a Delaware corporation (the “ Company”) and ______________ (the “ Indemnitee”).

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EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 17th, 1999 • Cpi Corp • Services-personal services • New York
WITNESSETH:
Revolving Credit Agreement • September 1st, 2000 • Cpi Corp • Services-personal services • Missouri
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...
Credit Agreement • June 14th, 2007 • Cpi Corp • Services-personal services • Illinois

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Second Amended and Restated Credit Agreement, dated as of June 8, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

CPI CORP.
Note Purchase Agreement • October 22nd, 1997 • Cpi Corp • Services-personal services • New York
CPI CORP.,
Asset Purchase Agreement • June 21st, 2007 • Cpi Corp • Services-personal services • Missouri
AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • April 23rd, 2010 • Cpi Corp • Services-personal services • New York

THIS AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment”) is entered into as of this 22nd day of February, 2010 (the “Amendment Date”) by and between TOYS “R” US – DELAWARE, INC., a Delaware corporation with offices located at One Geoffrey Way, Wayne, New Jersey 07470 (“Licensor) and CPI CORP., a Delaware corporation with offices located at 1706 Washington Ave., St. Louis, Missouri 63103 (“Licensee”) and amends that certain Amended and Restated License Agreement, made and entered into as of December 23, 2005, by and between Licensor and Licensee as assignees from KIDDIE KANDIDS, LLC, (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meaning set forth in the Agreement.

PAGE NUMERS REFER TO PAPER DOCUMENT ONLY) STOCK AWARD AND RESTRICTION AGREEMENT
Stock Award and Restriction Agreement • September 1st, 2005 • Cpi Corp • Services-personal services • Missouri

THIS STOCK AWARD AND RESTRICTION AGREEMENT (“Agreement”), is entered into effective as of the 25th day of July, 2005, between CPI Corp., a Missouri corporation (the “Company”), and Renato Cataldo (the “Executive”).

PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY]
Credit Agreement • September 2nd, 2010 • Cpi Corp • Services-personal services • Missouri

THIS CREDIT AGREEMENT is dated as of August 30, 2010 (this “Agreement”), and 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 Bank of America, N.A. (in its individual capacity, “Bank of America”), as administrative agent for the Lenders, and as Swing Line Lender and Issuing Lender.

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 21st, 2007 • Cpi Corp • Services-personal services

THIS AMENDMENT NO. 2 dated as of December [20], 2007 (this "Amendment") to the Rights Agreement dated as of March 13, 2000 (the "Agreement"), as amended, by and between CPI Corp., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as successor rights agent to Harris Trust and Savings Bank (the "Rights Agent"), as amended on September 5, 2007 is entered into with reference to the following:

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