Heres what Ive found.Not sure 100% what it means but be nice to get some damn answers
Form 8-K for CPI CORP
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8-Feb-2013
Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increas
Item 1.01. Entry Into a Material Definitive Agreement.
On February 5 2013, CPI Corp. (the "Company") and its subsidiaries that are guarantors under the Guarantee and Collateral Agreement dated as of August 30, 2010, entered into a Forbearance Agreement (the "Third Forbearance Agreement") dated as of January 29, 2013 (the "Effective Date") with Bank of America, N.A., as Administrative Agent (the "Agent") for the various financial institution parties identified as lenders (the "Lenders") in the Credit Agreement dated as of August 30, 2010, as amended by the First Amendment to Credit Agreement dated December 16, 2011, as further amended by the Forbearance Agreement dated May 18, 2012, as further amended by the Second Amendment to Credit Agreement dated as of June 6, 2012, as further amended by the Third Amendment to Credit Agreement dated as of August 28, 2012, as further amended by the Fourth Amendment to Credit Agreement dated as of November 9, 2012 and as further amended by the Second Forbearance Agreement dated December 28, 2012, by and among the Company, the Agent, the Lenders and certain subsidiaries of the Company (the "Loan Agreement").
Pursuant to the Loan Agreement, as of February 2, 2013, the Company owes amounts (exclusive of attorneys' fees and other fees, expenses, advances, and costs of collection, all of which are due and owing and not waived) totaling $97.4 million, which consists of unpaid principal of $76.2 million, accrued and unpaid interest of $21,000, accrued and unpaid PIK Obligations of $7.3 million, letter of credit fees of $67,000 and Letters of Credit totaling $13.8 million.
The Second Forbearance Agreement identified certain Events of Default that existed under the Loan Documents as of the date of Second Forbearance Agreement (collectively, the "Existing Defaults"). As of the date of this Third Forbearance Agreement, the Existing Defaults are continuing and have not been cured and the "Forbearance Period" (as defined in the Second Forbearance Agreement) has expired.
As a result of the defaults, the Agent has the right to exercise its rights and remedies under the Credit Agreement, as amended. Such remedies include, but are not limited to, the right to enforce its security interest in the Company's collateral and to pursue collection from the Company and other guarantors.
Under the Third Forbearance Agreement, the Agent, on behalf of itself and for the benefit of each Lender, agrees to forebear from exercising its rights and remedies under the Credit Agreement through February 15, 2013 (unless terminated sooner under certain circumstances). The Lenders shall have no further commitment to make revolving loans under the terms of the Loan Agreement. The Third Forbearance Agreement did not amend nor increase the amount of the revolving commitment, nor did it cure or waive the existing defaults. Upon termination of the forbearance period for any reason, the Agent is able to exercise all rights and remedies granted to it under the Credit Agreement, as amended.
The Third Forbearance Agreement also amended the termination date of the Credit Agreement to the earlier of February 15, 2013 or the termination date of the Third Forbearance Agreement.
The foregoing summary of the Forbearance Agreement is not complete and is qualified in its entirety by a copy of the Third Forbearance Agreement filed as Exhibit 10.1 to this Form 8-K, which exhibits are incorporated herein by reference.
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Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
10.1 Third Forbearance Agreement entered into on February 5, 2013, and
dated as of January 29, 2013 by and among CPI Corp., certain
subsidiaries of CPI Corp., Bank of America, N.A., as administrative
agent for the various financial institution parties identified as
lenders under the Credit Agreement dated as of August 30, 2010, as
amended.
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