ITEM 5 (A)
September 30, 1996
CPI Corp.
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Ladies and Gentlemen:
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.
We understand that the Borrower has entered into a
Subscription Agreement dated August 8, 1996, by and among ▇▇▇▇▇▇▇
Kodak Company ("Kodak"), Borrower, Consumer Programs Holding,
Inc., and Fox Photo, Inc. ("Fox Photo") (the "Subscription
Agreement") pursuant to which Fox Photo has agreed to issue to
Kodak 1,041 shares of common stock of Fox Photo, representing 51%
of the issued and outstanding shares of common stock of Fox
Photo, for a total purchase price of $56,100,000.00 (subject to
adjustment as set forth in Section 2.3 of the Subscription
Agreement). In addition, we understand that Borrower, Consumer
Programs Holding, Inc., Fox Photo and Kodak will enter into a
Stockholders' Agreement in the form of Exhibit "G" to the
Subscription Agreement (the "Stockholders' Agreement") pursuant
to which Borrower and Consumer Programs Holding, Inc. will have
the obligation under certain circumstances to sell all of the
shares of common stock of Fox Photo owned by Consumer Programs
Holding, Inc. to Kodak at Kodak's option, and Borrower and
Consumer Programs Holding, Inc. will have the right under certain
circumstances, at their option, to require Kodak to purchase all
of the shares of common stock of Fox Photo owned by Consumer
Programs Holding, Inc. As used herein, Subscription Agreement
means the Subscription Agreement filed as an Exhibit to
Borrower's Current Report on Form 8-K dated August 8, 1996.
Pursuant to ▇▇▇▇▇▇▇▇'s request, and notwithstanding the
provisions of Sections 7.02(g) and 7.02(j) of the Revolving
Credit Agreement to the contrary, the Banks hereby consent to
(i) Fox Photo issuing to Kodak 1,041 shares of common stock of
Fox Photo, representing 51% of the issued and outstanding shares
of common stock of Fox Photo, for a total purchase price of
$56,100,000.00 (subject to adjustment as set forth in Section 2.3
of the Subscription Agreement) and (ii) Kodak purchasing all of
the shares of common stock of Fox Photo owned by Consumer
Programs Holding, Inc. pursuant to the terms of the Subscription
Agreement and the Stockholders' Agreement.
The Banks acknowledge and agree that Kodak has relied and
will rely on the provisions of this consent letter in connection
with its purchase of shares of common stock of Fox Photo from Fox
Photo and Consumer Programs Holding, Inc. and the consummation of
the transactions contemplated by the Subscription Agreement and
the Stockholders' Agreement. The Banks further acknowledge and
agree that so long as Borrower does not directly or indirectly
own all of the issued and outstanding shares (other than
directors' qualifying shares) of capital stock of Fox Photo,
neither Fox Photo nor any subsidiary of Fox Photo will be
considered a "Subsidiary" of Borrower for purposes of the
Revolving Credit Agreement.
Except to the extent otherwise expressly set forth in this
consent letter, all of the terms, provisions and conditions
contained in the Revolving Credit Agreement shall be and remain
in full force and effect and the same are hereby ratified and
confirmed. This consent letter is not and shall not be construed
as a waiver of, or a consent to any noncompliance with, any of
the other terms, provisions, conditions or covenants contained in
the Revolving Credit Agreement or as a waiver of any Default or
Event of Default, if any, existing under the Revolving Credit
Agreement as of the date hereof.
This consent letter shall not be effective unless and until
it has been signed by each of the Banks and countersigned by
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This consent letter may be executed in any number of
counterparts (including telecopy counterparts), each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Very truly yours,
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President
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▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
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THE SUMITOMO BANK, LIMITED
By /s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
Title: Vice President
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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Acknowledged and agreed to this 02 day of October, 1996.
CPI CORP.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Treasurer/Chief Financial Officer
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