or required to be delivered
hereby is a "Loan Document."
14.
Statutory Notice - Insurance. UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE
COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR
EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT
NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY
CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE
COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER
PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR
AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE
FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND
ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE
INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF
INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.
15.
Statutory Notice - Oral Commitments. Nothing contained in the following notice
shall be deemed to limit or modify the terms of this Third Amendment and the
other Loan Documents:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED OR
THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS. TO
PROTECT THE OBLIGORS AND EACH OTHER LOAN PARTY (COMPANY) AND THE ADMINISTRATIVE
AGENT AND THE LENDERS (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS THE OBLIGORS AND EACH OTHER LOAN PARTY AND ADMINISTRATIVE AGENT AND
THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE
MAY LATER AGREE IN WRITING TO MODIFY IT.
The Obligors acknowledge that there are no other agreements between
Administrative Agent, Lenders, Company and the Loan Parties, oral or written,
concerning the subject matter of the Loan Documents, and that all prior
agreements concerning the same subject matter, including any proposal or
commitment letter, are merged into the Loan Documents and thereby extinguished.
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IN WITNESS WHEREOF, this Third Amendment has been duly executed as of the date
first above written.
BORROWER:
CPI CORP., a Delaware corporation
By: _____________________________
Name: ___________________________
Title: ____________________________
GUARANTORS:
CONSUMER PROGRAMS INCORPORATED, a Missouri corporation
By ______________________________
Name: ___________________________
Title: ____________________________
CPI CANADIAN HOLDINGS, INC., a Delaware corporation
By ______________________________
Name: ___________________________
Title: ____________________________
CPI IMAGES, L.L.C., a Missouri limited liability company
By ______________________________
Name: ___________________________
Title: ____________________________
CPI INTERNATIONAL HOLDINGS, INC., a Delaware corporation
By ______________________________
Name: ___________________________
Title: ____________________________
TEXAS PORTRAITS L.P., a Delaware limited partnership
By ______________________________
Name: ___________________________
Title: