Exhibit 10.47 fy 2011








EXHIBIT 10.47




April 3, 2012


Mr. Brian Howard
Vice President - Store Operations
Toys “R” Us - Delaware, Inc.
1 Geoffrey Way
Wayne, NJ 07470


Dear Brian,


This will acknowledge receipt of your letter dated as of March 16, 2012, relating to the termination of the license under the Amended and Restated License Agreement, dated as of December 23, 2005, as amended, by and between Toys “R” Us - Delaware, Inc. (“TRU”) and CPI Corp. (“CPI”) as of February 22, 2010 (collectively, the “Agreement”) and confirm our subsequent conversations regarding Terminated Departments.


Pursuant to Section 22(g), CPI hereby exercises its right to exclude from the Terminated Departments the 10 Departments identified on Exhibit A, attached hereto and incorporated herein.  In addition, CPI will close the 22 Departments we opened in 2011 (identified on Exhibit B, attached hereto and incorporated herein), because we do not believe any of those 22 Departments will achieve the minimum $175,000 in sales by the end of the year. Unfortunately, we cannot justify continued operating costs and losses in those locations knowing that they will be subject to termination pursuant to Section 22(g) shortly after the end of the current year. 


In lieu of your proposed Termination Date of May 19, 2012, we propose the following schedule: 
    
		
	•
	Monday, April 9th-notification of CPI employees 


 
		
	•
	Saturday, April 14th-last day for taking portraits in Terminated Departments




		
	•
	Sunday, April 15th-Saturday, April 21st- Delivery of customer packages and commencement of packing CPI personal property during Regular Operating Hours; staffing during Regular Operating Hours ends April 21st




		
	•
	Sunday, April 22nd-Saturday April 28th-Complete packing and removal of CPI personal property during hours as needed




In consideration of TRU's waiver of the requirements of the first sentence of Section 23 of the Agreement with regard to fixtures, flooring and walls, CPI will pay TRU a fixed sum of $310,000 ($2,500 for each of the 124 Terminated Departments we will vacate as set forth above) on June 1, 2012.  TRU will be responsible for removal of all fixtures, flooring and walls from the Terminated Departments.

























As always, please call me if you have any questions or wish to discuss the matters addressed in this letter. Otherwise, please acknowledge your receipt and agreement to the terms set forth above by signing one copy of this letter and returning it to me with a copy to CPI's General Counsel.


Thank you very much.


Sincerely,




/s/Tom Gallahue
_______________________________
Tom Gallahue
Executive Vice President, Operations    




Acknowledged and agreed to this
4th day of April, 2012.


Toys “R” Us - Delaware, Inc.




By: /s/Brian Howard
_________________________________
Brian Howard
Vice President, Store Operations




cc: General Counsel, Toys “R” Us - Delaware Inc.











Exhibit A


	
						
	BRU #
	Studio
	Address 1
	City
	State
	Zip

	6377
	76533
	2700 US HIGHWAY 22 E
	UNION
	NJ
	07083

	9250
	76548
	32233 GRATIOT AVE
	ROSEVILLE
	MI
	48066

	6539
	76549
	465 US HIGHWAY 46
	TOTOWA
	NJ
	07512

	9562
	76555
	1220 NORTH TOWN EAST BLVD
	MESQUITE
	TX
	75150

	6385
	76570
	300 QUAKER LANE
	WARWICK
	RI
	02886

	6481
	76582
	17 US HIGHWAY 9
	ENGLISHTOWN
	NJ
	07726

	6503
	76585
	98 STATE ROUTE 10
	EAST HANOVER
	NJ
	07936

	6459
	76592
	447 SOUTH BROADWAY
	SALEM
	NH
	03079

	6443
	76595
	12 MYSTIC VIEW ROAD
	EVERETT
	MA
	02149

	6583
	76640
	9930 ALABAMA STREET
	REDLANDS
	CA
	92374



















Exhibit B


	
						
	BRU #
	Studio
	Address 1
	City
	State
	Zip

	5657
	76677
	4635 CHINO HILLS PKWY
	CHINO HILLS
	CA
	91709

	5858
	76670
	1930 N DAVIS RD
	SALINAS
	CA
	93907

	6022
	76679
	826 S RANDALL RD
	ALGONQUIN
	IL
	60102

	6366
	76683
	376 UNIVERSAL DR N
	NORTH HAVEN
	CT
	06473

	6432
	76671
	9280 ROSEDALE HIGHWAY
	BAKERSFIELD
	CA
	93312

	6441
	76684
	1522-24 BOSTON POST ROAD
	MILFORD
	CT
	06460

	6467
	76669
	3300 WILKES BARRE
	WILKES BARRE
	PA
	18702

	6490
	76672
	10640 TRINITY PKWY
	STOCKTON
	CA
	95219

	6507
	76673
	3505 S 140TH PLAZA
	OMAHA
	NE
	68144

	6562
	76686
	7001 FAYETTEVILLE ROAD
	DURHAM
	NC
	27713

	6563
	76668
	2205 GALLATIN PIKE N
	MADISON
	TN
	37115

	6624
	76681
	7020 N 5TH ST
	NORTH LAS VEGAS
	NV
	89084

	7703
	76674
	6851 VETERANS MEM BLVD
	METAIRIE
	LA
	70003

	7712
	76675
	2616 S SHACKLEFORD RD
	LITTLE ROCK
	AR
	72205

	7812
	76676
	170 E STACY RD, STE 2220
	ALLEN
	TX
	75002

	8004
	76682
	1800 JANTZEN BEACH CTR
	PORTLAND
	OR
	97217

	8888
	76666
	7220 RIVERS AVE
	NORTH CHARLESTON
	SC
	29406

	8894
	76667
	1214 BRIDFORD PARKWAY
	GREENSBORO
	NC
	27407

	9243
	76685
	3928 E 82ND STREET
	INDIANAPOLIS
	IN
	46240

	9260
	76664
	4923 28TH STREET SE
	GRAND RAPIDS
	MI
	49512

	9294
	76665
	1335 E 79TH AVE
	MERRILLVILLE
	IN
	46410

	9577
	76663
	1731 BELLE ISLE BLVD
	OKLAHOMA CITY
	OK
	73118