[PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY]
EXHIBIT 10.49
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
TABLE OF CONTENTS
i
SECTION 1 DEFINITIONS
1
1.1
Definitions
1
1.2
Other Interpretive Provisions
24
SECTION 2 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION
AND LETTER OF CREDIT PROCEDURES
25
2.1
Commitments
25
2.1.1 Revolving Commitment
25
2.1.2 L/C Commitment
25
2.2
Loan Procedures
26
2.2.1 Various Types of Loans
26
2.2.2 Borrowing Procedures
26
2.2.3 Conversion and Continuation Procedures
27
2.2.4 Swing Line Facility
28
2.3
Letter of Credit Procedures
29
2.3.1 Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit
30
2.3.2 Drawings and Reimbursements; Funding of Participations
31
2.3.3 Repayment of Participations
33
2.3.4 Obligations Absolute
33
2.3.5 Role of Issuing Lender
34
2.3.6 Applicability of ISP
35
2.3.7 Conflict with Issuer Documents
35
2.3.8 Letters of Credit Issued for Subsidiaries
35
2.3.9 Other Matters
35
2.4
Increase in Commitments
37
2.5
Commitments Several
38
2.6
Certain Conditions
38
2.7
Funding and Availability
38
2.7.1 Funding by Lenders; Presumption by Administrative Agent
38
2.7.2 Payments by Company; Presumptions by Administrative Agent
39