exh10_60.htm


    EXHIBIT
      10.60

    


    FIRST
      AMENDMENT TO THE MASTER LEASE

    


    Wal-Mart
      Stores East, LP, individually and only as to Stores (as defined in the Master
      Lease Agreement) owned, leased, or operated in AL, CT, DE, FL, GA, IN, KY,
      ME,
      MD, MA, MI, MS, MO, NH, NJ, NM, NY,NC, OH, OK, PA, RI, SC, TN, VT, VA, WI,
      WV;
      Wal-Mart Stores, Inc., individually and only as to Stores owned or leased in
      AK,
      AR, AZ, CA, CO, HI, ID, IL, IA, KS, MN, MT, NE, NV, ND, OR, SD, UT, WA, WY;
      Wal-Mart Louisiana, LLC, individually and only as to Stores owned or leased
      in
      Louisiana; and Wal-Mart Stores Texas, LP, individually and only as to Stores
      owned or leased in Texas (each referred to as “Landlord” for purposes of this
      Master Lease as it applies to the Store) and CPI Corp. (“Tenant”), as
      successor-in-interest to Portrait Corporation of America, Inc. (“PCA”) enter
      into this First Amendment to the Master Lease (this “First Amendment”) as of the
      20th day of
      June 2007.

    


    Whereas,
      Landlord and PCA entered into the Master Lease Agreement effective June 8,
      2007
      (together with the any appendices, exhibits, attachments, and amendments, the
      “Master Lease”); and

    


    Whereas,
      Tenant purchased from PCA all interest in the Master Lease thereby assuming
      all
      of PCA’s rights and obligations under the Master Lease as of June 8, 2007 (the
“Transfer”);

    


    Whereas,
      Landlord consented to the Transfer; and

    


    Whereas,
      Landlord and Tenant each desire to modify the Master Lease as described more
      fully below.

    


    Now
      therefore, in consideration of the mutual promises and premises set forth above
      and below, the receipt and sufficiency of which both Tenant and Landlord
      acknowledge, Tenant and Landlord each agree as follows:

    


    
      	
              1.  

            	
              In
                lieu of Tenant and Landlord each signing separate Attachment A’s for
                Leased Space formerly leased by PCA under the April 4, 2002 Wal-Mart
                Master License Agreement, Tenant and  Landlord each shall honor
                all obligations of the other under the Master Lease for each Leased
                Premises located in a Store listed in Exhibit A, which is attached
                to this
                First Amendment and incorporated into the Master
                Lease.

            


    

    


    
      	
              2.  

            	
              All
                capitalized terms not defined in this First Amendment shall have
                the same
                meaning ascribed to those terms in the Master
                Lease.

            


    

    


    
      	
              3.  

            	
              In
                the event of any conflict between the terms of this First Amendment
                and
                the terms of the Master Lease, the terms of this First Amendment
                shall
                govern and control.

            


    

    


    
      	
              4.  

            	
              This
                First Amendment may be executed in one or more counterparts, all
                of which
                are one and the same First Amendment and all of which become effective
                on
                the Effective Date mentioned above.  A facsimile or digital
                signature of any party is binding upon that party as if it were an
                original signature.

            


    

    


    
      	
              5.  

            	
              This
                First Amendment shall be binding upon and shall inure to the benefit
                of
                their respective successors and
                assigns.

            


    

    


    
      	
              6.  

            	
              Except
                as expressly modified and amended by this First Amendment, all other
                terms, covenants, and conditions of the Master Lease shall continue
                and
                remain in full force and effect.

            


    

    


    [signature
      page to follow]

    


    


    


    


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      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores, Inc.

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	July
              6, 2007
	 	Don
              R. Etheredge	 	Date
	 	Wal-Mart
              Stores, Inc.	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores East, LP

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	July
              6, 2007
	 	Don
              R. Etheredge	 	Date
	 	Wal-Mart
              Stores East,
              LP	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores Texas, LP

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	July
              6, 2007
	 	Don
              R. Etheredge	 	Date
	 	Wal-Mart
              Stores Texas,
              LP	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Landlord:
                Wal-Mart Stores Louisiana, LLC

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Don
              R. Etheredge	 	July
              6, 2007
	 	Don
              R. Etheredge	 	Date
	 	Wal-Mart
              Stores Louisiana,
              LLC	 	 
	 	 	 	 


    

     

    
      	Signed:	 	 
	 	
              Tenant:
                CPI Corp.

            	 	 
	 	 	 	 
	
              By:
                

            	/s/Gary
              W. Douglass	 	June
              25, 2007
	 	Gary
              W. Douglass	 	Date
	 	Executive
              Vice President, Chief
              Financial Officer	 	 
	 	 	 	 


    

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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    Exhibit
      A

    List
      of Locations

    (Attached)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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