8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  September 8, 2010

CPI CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-10204	43-1256674
(Commission File Number)	(I.R.S. Employer Identification No.)
1706 Washington Ave., St. Louis, Missouri	63103
(Address of Principal Executive Offices)	(Zip Code)
(314) 231-1575
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement.

On September 8, 2010, CPI Corp. (the “Company”) entered into Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 (collectively, the “Amendments”) to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, for Amendment No.’s 3, 4 and 5 and by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, Wal-Mart Stores Texas, LLC, a T exas limited partnership, and Wal-Mart Stores Arkansas, LLC, an Arkansas limited liability company (collectively with the Wal-Mart store entities listed above, the “Landlord”) for Amendment No. 6.  The Amendments are summarized below.

Amendment No. 3 deletes and replaces certain sections of the Master Lease including the definitions of “Leased Premises” and “Store” or “Stores” and the hours of operation.

Amendment No. 4 modifies certain letter of credit requirements.

Amendment No. 5 provides for extension terms for certain studio locations.

Amendment No. 6 extends the lease term from January 31, 2013 to January 31, 2016, with one three-year option to extend by mutual agreement of the parties.  

The foregoing summaries of the Amendments are not complete and are qualified in their entirety by copies of the Amendments filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to this Form 8-K, which exhibits are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.

10.2 Amendment No. 3 dated September 8, 2010, effective as of April 15, 2008, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership.

10.3 Amendment No. 4 dated September 8, 2010, effective as of October 30, 2009, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership.   (Confidential treatment requested for portions of this document.)

10.4 Amendment No. 5 dated September 8, 2010, effective as of June 3, 2010, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership. (Confidential treatment requested for portions of this document.)

10.5 Amendment No. 6 dated September 8, 2010, effective as of July 1, 2010, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, and Wal-Mart Stores Arkansas, LLC, an Arkansas limited liability company.  (Confidential treatment requested for portions of this document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CPI CORP.
September 14, 2010
	By:	/s/Dale Heins
		Dale Heins Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer)

EX-10.2

EXHIBIT 10.2

THIRD AMENDMENT TO MASTER LEASE AGREEMENT

THIS THIRD AMENDMENT TO MASTER LEASE AGREEMENT (this “Amendment”) dated this 15th day of April, 2008 is made and entered into by and between WAL-MART STORES EAST, LP, a Delaware limited partnership, WAL-MART STORES, INC., a Delaware corporation, WAL-MART LOUISIANA, LLC, a Delaware limited liability company, and WAL-MART STORES TEXAS, LLC, a Texas limited liability company (collectively, “Landlord”) and CPI CORP. (“Tenant”).

RECITALS

WHEREAS, Landlord and Portrait Corporation of America, Inc. (“PCA”) entered into that certain Master Lease Agreement (the “Master Lease”) effective June 8, 2007;

WHEREAS,  PCA assigned its rights and obligations under the Master Lease to Tenant pursuant to that certain First Amendment to Master Lease Agreement effective June 20, 2007 (the “First Amendment”);

WHEREAS, Landlord and Tenant entered into a Second Amendment to Master Lease Agreement on August 20, 2007 wherein Paragraph 8.a.(2) of Appendix 1 replaced February 1, 2007 with June 8, 2007; and

WHEREAS, Landlord and Tenant now desire to modify the Master Lease in accordance with the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the premises and promises contained herein, and other good and valuable consideration, the receipt and sufficiency and validity of which are hereby acknowledged, Retailer and Licensee agree as follows:

AGREEMENT

1.Accuracy of Recitals.  The foregoing recitals are true and correct and are hereby incorporated into this Amendment as set forth herein.

2.Definitions.  Capitalized terms used in this Amendment without definition shall have the meaning assigned to such terms in the Master Relationship Agreement as amended, unless the context expressly requires otherwise.

3.Amendment.  This Master Lease is amended as follows:

a.   Section 1.1.H of the Master Lease is hereby deleted and replaced by the following:

“Leased Premises” means the area of the Store designated in Section A-1 of each fully executed Attachment A of this Master Relationship Agreement leased to Licensee by Retailer subject to the terms and conditions of the Master Lease.

b.   Section 1.1.K of the Master Lease is hereby deleted and replaced by the following:

“Store” or “Stores” means the “Wal-Mart” retail stores operated by Landlord designated on Exhibit A attached hereto and incorporated herein.  Exhibit A in the form attached hereto is hereinafter added to the Master Lease.

c.   The hours of Operation defined in Section 3 in Appendix-1 of the Master Lease are hereby deleted and replaced by the following new minimum Hours of Operation:

Day                                           Hours                                Lunch

Sunday – Thursday              10 am – 6 pm                     2-3 pm

Friday                                      10 am – 7 pm                     2-3 pm

Saturday                                  10 am – 7 pm                     Open

4.Headings.  The section headings are for convenience of reference only and do not modify or restrict any provisions hereof and shall not be used to construe any provisions.

5.Successors.  This Amendment shall inure to the benefit of and bind the parties hereto and their respective executors, heirs, administrators, successors and assigns to the extent permitted by the Master Relationship Agreement.

6.Full Force and Effect.  Except as expressly modified by this Amendment, the Master Relationship Agreement, as amended  by the First Amendment, and Appendix 1 remain in full force and effect and is ratified by the parties hereto.

7.Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.  Facsimile signatures shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year written below.

[Signatures are on following page]

Retailer:
WAL-MART STORES EAST, LP
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES, INC.
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES TEXAS, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART LOUISIANA, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

Licensee:
CPI Corp.
By:	/s/Renato Cataldo
	Name: Renato Cataldo
	Title: CEO

EX-10.3

EXHIBIT 10.3

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***].  MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

FOURTH AMENDMENT TO MASTER LEASE AGREEMENT

THIS FOURTH AMENDMENT TO MASTER LEASE AGREEMENT (this “Amendment”) dated this 30th day of October, 2009, is made and entered into by and between WAL-MART STORES EAST, LP, a Delaware limited partnership, WAL-MART STORES INC., a Delaware corporation, WAL-MART LOUISIANA, LLC, a Delaware limited liability company, and WAL-MART STORES TEXAS, LLC, a Texas limited partnership (collectively “Landlord”) and CPI CORP., a Delaware corporation (“Tenant”) as of this 30th day of October, 2009.

RECITALS

WHEREAS, Landlord and Portrait Corporation of America, Inc. (“PCA”) entered into that certain Master Lease Agreement (“the Master Lease”) effective June 8, 2007;

WHEREAS, PCA assigned its right and obligations under the Master Lease to Tenant pursuant to that certain First Amendment to Master Lease Agreement dated June 20, 2007;

WHEREAS, Landlord and Tenant entered into a Second Amendment to Master Lease Agreement dated August 20, 2007 wherein Paragraph 8.a.(2) of Appendix 1 replaced the date February 1, 2007 with June 8, 2007;

WHEREAS, Landlord and Tenant entered into a Third Amendment to Master Lease Agreement dated April 15, 2008, wherein Section 1.1.H, Section 1.1.K of the Master Lease Agreement and Section 8(e)(1), 8(e)(4) of Appendix 1 as well as Section 3 of the Appendix 1 were modified;

WHEREAS, Landlord and Tenant now desire to modify the Master Lease Agreement in accordance with the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the premises and promises contained herein, and other good and valuable consideration, the receipt and sufficiency and validity of which are hereby acknowledged, Landlord and Tenant agree as follows:

AGREEMENT

1.Amendment.  Section 8 (i) of the Appendix 1, to the Master Lease Agreement is hereby modified to reflect the following:

“i.  Letter of Credit.  Tenant shall provide Landlord with an irrevocable standby letter of credit in the amount of [***] drawable by Landlord upon any failure by or inability of Tenant to timely meet its obligations under this Agreement or to Tenant’s customers including, without limitation, obligations resulting from the filing of a subsequent bankruptcy proceeding by or against Licensee or the shutdown, not previously authorized by Landlord by Tenant of operations at any Leased Premises.  Landlord shall maintain this letter of credit on an evergreen basis during the term of this Agreement, including any extension of this Agreement.  Landlord shall use the proceeds from this letter of credit as it determines in its sole and absolute discretion including, without limitation, relett ing the Leased Premises and to acquit any other pending obligations of Tenant.”

4.Headings.  The section headings are for convenience of reference only and do not modify or restrict any provisions hereof and shall not be used to construe any provisions.

5.Successors.  This Amendment shall inure to the benefit of and bind the parties hereto and their respective executors, heirs, administrators, successors and assigns to the extent permitted by the Master Lease Agreement.

6.Full Force and Effect.  Except as expressly modified by this Amendment, the Master Lease Agreement, as amended  by the First, Second, and Third Amendments, and Appendix 1 remain in full force and effect and is ratified by the parties hereto.

7.Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.  Facsimile signatures shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective on the date first written above.

Landlord:
WAL-MART STORES EAST, LP
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES, INC.
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES TEXAS, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART LOUISIANA, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

CPI Corp.
By:	/s/Renato Cataldo
	Name: Renato Cataldo
	Title: CEO

EX-10.4

EXHIBIT 10.4

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***].  MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

FIFTH AMENDMENT TO MASTER LEASE AGREEMENT

THIS FIFTH AMENDMENT TO MASTER LEASE AGREEMENT (this “Amendment”) dated this 3rd day of June, 2010, is made and entered into by and between is made and entered into by and between WAL-MART STORES EAST, LP, a Delaware limited partnership, WAL-MART STORES INC., a Delaware corporation, WAL-MART LOUISIANA, LLC, a Delaware limited liability company, and WAL-MART STORES TEXAS, LLC, a Texas limited partnership (collectively “ ;Landlord”) and CPI CORP., a Delaware corporation (“Tenant”).

RECITALS

WHEREAS, WHEREAS, Landlord and Portrait Corporation of America, Inc. (“PCA”) entered into that certain Master Lease Agreement (“the Master Lease”) effective June 8, 2007;

WHEREAS, PCA assigned its right and obligations under the Master Lease to Tenant pursuant to that certain First Amendment to Master Lease Agreement dated June 20, 2007;

WHEREAS, Landlord and Tenant entered into a Second Amendment to Master Lease Agreement dated August 20, 2007 wherein Paragraph 8.a.(2) of Appendix 1 replaced the date February 1, 2007 with June 8, 2007;

WHEREAS, Landlord and Tenant entered into a Third Amendment to Master Lease Agreement dated April 15, 2008, wherein Section 1.1.H, Section 1.1.K of the Master Lease Agreement and Section 8(e)(1), *(e)(4) of Appendix 1 as well as Section 3 of the Appendix 1 were modified;

WHEREAS, Landlord and Tenant entered into a Fourth Amendment to Master Lease Agreement dated October 30, 2009 wherein Paragraph 8.i of Appendix 1 of the Master Lease Agreement was modified to reflect [***]; and

WHEREAS, Landlord and Tenant now desire to modify the Master Lease Agreement in accordance with the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the premises and promises contained herein, and other good and valuable consideration, the receipt and sufficiency and validity of which are hereby acknowledged, Landlord and Tenant agree as follows:

AGREEMENT

1.Accuracy of Recitals.  The foregoing recitals are true and correct and are hereby incorporated into this Amendment as set forth herein.

2.Definitions.  Capitalized terms used in this Amendment without definition shall have the meaning assigned to such terms in the Master Relationship Agreement as amended, unless the context expressly requires otherwise.

3.Amendment.  The Master Lease Agreement is amended as follows:

a.   Subsection 8.a.(4) of Appendix-1 is hereby deleted and replaced by the following:

For each Licensed Premises from which Landlord received Tenant Base Rent for the period of July 1, 2008 through June 30, 2009 at a rate of [***], Landlord and Tenant mutually agree to extend the Term for two (2) years.

4.Headings.  The section headings are for convenience of reference only and do not modify or restrict any provisions hereof and shall not be used to construe any provisions.

5.Successors.  This Amendment shall inure to the benefit of and bind the parties hereto and their respective executors, heirs, administrators, successors and assigns to the extent permitted by the Master Lease Agreement.

6.Full Force and Effect.  Except as expressly modified by this Amendment, the Master Lease Agreement, as amended  by the First, Second, Third and Fourth Amendments, and Appendix 1 remain in full force and effect and is ratified by the parties hereto.

7.Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.  Facsimile signatures shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first above written.

Landlord:
WAL-MART STORES EAST, LP
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES, INC.
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES TEXAS, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART LOUISIANA, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

Tenant:
CPI Corp.
By:	/s/Renato Cataldo
	Name: Renato Cataldo
	Title: CEO

EX-10.5

EXHIBIT 10.5

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***].  MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SIXTH AMENDMENT TO

MASTER LEASE AGREEMENT

THIS SIXTH AMENDMENT TO MASTER LEASE AGREEMENT (this “Amendment”) dated this 1st day of July, 2010, is made and entered into by and between WAL-MART STORES EAST, LP, a Delaware limited partnership, WAL-MART STORES, INC., a Delaware corporation; WAL-MART LOUISIANA, LLC, a Delaware limited liability company; and WAL-MART STORES TEXAS, LLC, a Texas limited partnership, WAL-MART STORES ARKANSAS, LLC, an Arkansas Limited Liability Company (collectively “Landlord”) and CPI CORP., a Delaware corporation (“Tenant”).

RECITALS

WHEREAS, Landlord and Portrait Corporation of America, Inc. (“PCA”) entered into that certain Master Lease Agreement (the “Master Lease”) effective June 8, 2007;

WHEREAS, PCA assigned its right and obligations under the Master Lease to Tenant pursuant to that certain First Amendment to Master Lease Agreement dated June 20, 2007;

WHEREAS, Landlord and Tenant entered into a Second Amendment to the Master Lease dated August 20, 2007, wherein Paragraph 8.a.(2) of Appendix 1 replaced the date February 1, 2007 with June 8, 2007;

WHEREAS, Landlord and Tenant entered into a Third Amendment to the Master Lease dated April 15, 2008, wherein Sections 1.1.H, Section 1.1.K of the Master Lease and Sections 8(e)(1), 8(e)(2), 8(e)(3) and 8(e)(4) of Appendix-1 as well as Section 3 of the Appendix were modified;

WHEREAS, Landlord and Tenant entered into a Fourth Amendment to Master Lease Agreement dated October 30, 2009, wherein Paragraph 8.i of Appendix 1 of the Master Lease Agreement was modified to reflect [***];

WHEREAS, Landlord and Tenant entered into a Fifth Amendment to Master Lease Agreement dated June 3, 2010, wherein Landlord and Tenant amended Subsection 8.a.(4) of Appendix 1 to reflect for each Leased Premises from which Landlord received Tenant Base Rent for the period of July 1, 2008 through June 30, 2009 at a rate of [***], that the parties mutually agree to extend the Term for two (2) years; and

WHEREAS, Landlord and Tenant desire to further modify the Master Lease Agreement in accordance with the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the premises and promises contained herein, and other good and valuable consideration, the receipt and sufficiency and validity of which are hereby acknowledged, Landlord and Tenant agree as follows:

AGREEMENT

The Master Lease Agreement is hereby amended as follows:

1.   Section 3.5 - Extension of Lease Term:  The parties hereby agree that the Master Lease Agreement, which naturally expires on January 31, 2013, is hereby extended through January 31, 2016 with one three (3) year option to extend by mutual agreement of the parties.

2.   Section 7.3 – Store Renovation.  The parties hereby agree to amend this Section 7 by adding the following language at the end of the first paragraph:

Tenant agrees to renovate the Leased Premises at the same time the Landlord renovates the Store, this renovation will be up to the current décor package. In consideration of the renovation, Landlord and Tenant agree to a new five (5) year lease extension (attachment “A”) beginning on 12/31 of the year of the Grand Opening of the renovated space.

3.   Section 7.3.B (3) – Store Renovation.   New paragraph 3 to be added as follows:

“(3)   If, in conjunction with Store Renovations, Landlord determines, in its sole discretion, that there will not be space available for Tenant upon completion of the Store Renovations, Landlord may terminate this Master Lease Agreement and related Attachment A as to the applicable Leased Premises with ninety (90) days written notice to Tenant.  In the event such termination occurs during the first five (5) years of the Lease Term, for the applicable Leased Premises, [***].”

4.   Appendix 1 – Section 3 - Hours of Operations.  Is hereby amended to allow for a lunch hour on Saturdays from 2:00 – 3:00 p.m.  Tenant may post a professional sign within the Leased Premises indicating Tenant’s hours of operation.  Tenant must get Landlord’s approval prior to posting the sign.

5.   Appendix 1 – Section 7 - Covenants, Representations, and Warranties:   Is hereby deleted in its entirety.

6.   Appendix 1 – Section 8 a.(1) - Lease Term:  Is hereby deleted in its entirety.

7.   Appendix 1 –Section 8 a.(4) – Lease Term:  Is hereby deleted in its entirety and is replaced by the following:

“(4)  For each Leased Premises from which Landlord receives from Tenant Base Rent and based on the previous calendar year sales, any store not meeting [***], Landlord and or Tenant, with one hundred twenty (120) days notice to each may ask for the Leased Premises to be turned back to Landlord in broom clean condition.”

8.   Appendix 1 –Section 8b.(6) – Rent:  The parties hereby agree to adding a new paragraph (4) as follows:

(4) [***].  Landlord will pro-rate the current year based on a 365 day year effective from July 1, 2010.

9.   Appendix 1- Section 8 c. Rebranding.  Is hereby deleted in its entirety.

10.   Appendix 1 – Section 8 d. Rebranding Escrow.Is hereby deleted in its entirety.

11.   Appendix 1 – Section 8 e. Store Closings.  Is hereby deleted in its entirety.

12.   Appendix 1 – Section 8 f. (2) Additional Events of Default.  Is hereby deleted in its entirety.

13.   Appendix 1 – Section 8 g. Additional Remedies.   Is hereby deleted in its entirety.

14.    Wal-Mart Stores Arkansas, LLC.  Is hereby added as an additional party to the Master Lease for those stores owned, leased, or operated in the state of Arkansas.

15.   Accuracy of Recitals.  The foregoing recitals are true and correct and are hereby incorporated in this Amendment as if fully set forth herein.

16.   Definitions.  Capitalized terms used in this Amendment without definition shall have the meaning assigned to them in the Master Lease, as amended, unless the context expressly requires otherwise.

17.   Headings.  The section headings are for convenience of reference only and do not modify or restrict any provisions hereof and shall not be used to construe any provisions.

18.   Successors. This Amendment shall inure to the benefit of and bind the parties hereto and their respective executors, heirs, administrators, successors and assigns to the extent permitted by the Master Lease.

19.   Full Force and Effect. Except as expressly modified by this Amendment, the Master Lease, as amended by the First, Second, Third, Fourth and Fifth Amendments, remains unmodified in full force and effect and is ratified by the parties hereto.

20.   Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.  Facsimile signatures shall have the same force and effect as original signatures.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first above written.

Landlord:
WAL-MART STORES, INC.
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES EAST, LP
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES TEXAS, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART LOUISIANA, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

WAL-MART STORES ARKANSAS, LLC
By:	/s/Don R. Etheredge
	Name: Don R. Etheredge
	Title: Senior Director

Tenant:
CPI CORP.
By:	/s/Renato Cataldo
	Name: Renato Cataldo
	Title: CEO