Master Lease Termination Agreement Multiple CPI Locations

THIS MASTER LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into by and between WAL-MART STORES EAST, LP, individually and only as to Stores owned, leased, or operated in AL, CT, DC, 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, 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, LLC, individually and only as to Stores owned or leased in Texas; and WAL-MART STORES ARKANSAS, LLC, and only as to Stores owned or leased in Arkansas (each referred to as “Landlord” for purposes of this Agreement as it applies to a particular location and collectively hereinafter referred to as “Wal-Mart” or “Landlord”) and CPI Corp. (“Tenant”). The effective date of this Agreement is April 17, 2012 (the “Effective Date”).

WHEREAS, Wal-Mart and CPI Corp., successor in interest to Portrait Corporation of America, Inc. entered into that certain Master Lease Agreement, dated as of June 8, 2007, as subsequently amended (collectively, the “Lease Agreement”);

WHEREAS, pursuant to the Master Lease Agreement, the parties agreed to attach an “Attachment A” for each individual location in which Tenant would lease a vestibule space from Wal-Mart;

WHEREAS, subject to the agreed upon conditions below, Landlord and Tenant desire to terminate the Lease Agreement only as it relates to the Leased Spaces as described in Exhibit 1, attached hereto and incorporated herein by this reference (collectively the “Leased Spaces”); and

 

NOW, THEREFORE, for valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Tenant and Landlord hereby agree as follows:

1.The Lease Agreement shall be terminated and cancelled, only as it pertains to the Leased Spaces, effective 11:59 p.m. (Pacific Time) April 17, 2012 (the “Termination Date”). The Leased Spaces shall be surrendered to Landlord no later than 11:59 p.m. (Pacific Time) April 21, 2012 (the “Vacate Date”).

1.2    Tenant shall be responsible for and shall pay Landlord all rent and other charges and fees due and owing under the Lease Agreement accruing through the Termination Date.

1.3    Notwithstanding anything to the contrary contained elsewhere in this Agreement, nothing in this Agreement nor any act or omission by Landlord or its attorneys is intended or should be deemed to be a waiver, alteration, accord, satisfaction, novation, composition or modification of the Lease Agreement or any rights or remedies that Landlord may have in collecting all rent and other charges and fees due and owing under the Lease Agreement accruing through the Termination Date, and all such rights or remedies, whether at law or equity, are hereby expressly reserved.

1.4    In addition to all rent and other fees accruing under the Lease Agreement through the Termination Date, Tenant agrees to pay Landlord a one-time settlement fee / tenant improvement reimbursement of five hundred forty-three thousand nine hundred seventy-two dollars and zero cents ($543,972.00).     

1.5    Tenant shall remove Tenant's furniture, fixtures, equipment, and personal property and return the Leased Spaces in broom clean condition by the Vacate Date. Tenant shall coordinate with Landlord's Store Manager the schedule for removal so as not to interfere with store operations and customer traffic. Tenant shall repair any damage to the Store caused by removal of such equipment, fixtures and equipment.

 

1.6     Tenant shall remove all of Tenant's bulkhead, interior and exterior signage, repair any damage caused by the removal of such signage, and repaint the bulkhead by the Termination Date.

1.7     From and after the Termination Date, the Tenant does hereby forever and unconditionally waive and relinquish Tenant's right to use, occupy, and possess the Leased Spaces under the Lease Agreement.

1.8     From and after the Termination Date, Tenant and Landlord shall have no further obligations and liabilities, one to the other with respect to the Leased Spaces, pursuant to the Lease Agreement and the terms and conditions contained therein, except as is specifically provided for in this Agreement.

1.9     Tenant, its agents, employees and contractor shall keep in strict confidence the terms of this Agreement.

1.10     Tenant acknowledges that Landlord is in full compliance with all provisions of the Lease Agreement as of the Termination Date. Tenant acknowledges and agrees that all of Tenant's indemnification obligations (and related warranties) contained in the Lease Agreement shall remain unimpaired and in full force and effect with respect to any Claims that may have arisen during the Tenant's use or occupancy of the Leased Spaces.

1.11     No modification of this Agreement shall be valid or binding unless such modification is in writing, duly dated, and signed by both parties.

 

1.12     This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and all prior communications, oral or written, are without any force and effect as it is the specific intent of the parties that this Agreement alone sets forth the terms upon which the parties have mutually agreed. Each party specifically agrees that it enters into this Agreement based on its own understanding of the terms hereof and does not rely, in whole or part, on any interpretation or representation of the other party. Each party agrees that this Agreement is the result of good faith arms length negotiations.

1.13     This Agreement may be executed in one or more counterparts (including by facsimile or electronically), all parties need not be signatories to the same documents, and all counterpart-signed documents shall be deemed to be an original and one (1) instrument. Counterpart signatures received through facsimile transmission or electronic signature shall bind the party whose signature is so received as if such signature were an original

TENANT:                     LANDLORD:

CPI CORP.                    WAL-MART STORES, INC.

By: /s/Dale Heins                By: /s/Don Ethridge

________________________________        ____________________________________

Dale Heins                    Don Ethridge

Executive Vice President, Finance,        Senior Director

Chief Financial Officer and Treasurer        Date: April 20, 2012

Date: April 17, 2012