CPI CORP
CPI CORP 2ND AMENDMENT TO CREDIT AGREEMENT
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<TYPE>EX-10
<SEQUENCE>4
<FILENAME>cpiexh1043.txt
<DESCRIPTION>CPI CORP 2ND AMENDMENT TO CREDIT AGREEMENT
<TEXT>

            (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY.)

EXHIBIT 10.43

           SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
           ----------------------------------------------

     THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") is made and entered into as of the 8th day of
November, 2001, by and among CPI CORP., a Delaware corporation
(the "Borrower"), U.S. BANK NATIONAL ASSOCIATION (which was
formerly known as Firstar Bank, N.A., which is the successor by
merger to Firstar Bank Missouri, National Association) and COMMERCE
BANK, NATIONAL ASSOCIATION (collectively, the "Banks") and U.S.
BANK NATIONAL ASSOCIATION (which was formerly known as Firstar
Bank, N.A., which is the successor by merger to Firstar Bank
Missouri, National Association), as agent for the Banks (in such
capacity, the "Agent").

                              WITNESSETH:
                              ----------

     WHEREAS, Borrower, the Banks and the Agent are parties to that
certain Revolving Credit Agreement dated as of June 27, 2000, as
amended by that certain First Amendment to Revolving Credit
Agreement dated as of July 20, 2001 (as so amended, the "Revolving
Credit Agreement"; all capitalized terms used and not otherwise
defined in this Amendment shall have the respective meanings
ascribed to them in the Revolving Credit Agreement as amended by
this Amendment); and

     WHEREAS, Borrower, the Banks and the Agent desire to amend the
Revolving Credit Agreement in the manner hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Borrower, the Banks and the Agent
hereby agree as
follows:

     1.   All references in the Revolving Credit Agreement and the
other Transaction Documents to "Firstar", "Firstar Bank, N.A."
and/or  "Firstar Bank Missouri, National Association" and any other
references of similar import shall henceforth mean U.S. Bank
National Association (which was formerly known as Firstar Bank,
N.A., which is the successor by merger to Firstar Bank Missouri,
National Association).

     2.   Section 5.02(o)(i) of the Revolving Credit Agreement is
hereby deleted in its entirety and the following substituted in
lieu thereof:




          "(i) MINIMUM CONSOLIDATED EBITDA.  Borrower will have a
     Consolidated EBITDA of at least (A) $37,000,000.00 during the
     four (4) consecutive fiscal quarter period of Borrower ending
     November 10, 2001, (B) $37,000,000.00 during the four (4)
     consecutive fiscal quarter period of Borrower ending
     February 2, 2002, and (C) $39,000,000.00 during each four (4)
     consecutive fiscal quarter period of Borrower ending on or
     after April 27, 2002."

     3.   Borrower hereby agrees to reimburse the Agent upon demand
for all out-of-pocket costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses) incurred by
the Agent in the preparation, negotiation and execution of this
Amendment and any and all other agreements, documents, instruments
and/or certificates relating to the amendment of Borrower's
existing credit facilities with the Agent and the Banks
(collectively, the "Loan Documents").  Borrower further agrees to
pay or reimburse the Agent and the Banks for (a) any stamp or other
taxes (excluding income or gross receipts taxes) which may be
payable with respect to the execution, delivery, filing and/or
recording of any of the Loan Documents and (b) the cost of any
filings and searches, including, without limitation, Uniform
Commercial Code filings and searches.  All of the obligations of
Borrower under this paragraph shall survive the payment of the
Borrower's Obligations and the termination of the Revolving Credit
Agreement.

     4.   All references in the Revolving Credit Agreement to "this
Agreement" and any other references of similar import shall
henceforth mean the Revolving Credit Agreement as amended by this
Amendment.
























     5.   Except to the extent specifically amended by this
Amendment, all of the terms, provisions, conditions, covenants,
representations and warranties contained in the Revolving Credit
Agreement shall be and remain in full force and effect and the same
are hereby ratified and confirmed.

     6.   This Amendment shall be binding upon and inure to the
benefit of Borrower, the Banks and the Agent and their respective
successors and assigns, except that Borrower may not assign,
transfer or delegate any of its rights or obligations under the
Revolving Credit Agreement as amended by this Amendment.

     7.   Borrower hereby represents and warrants to the Agent and
each of the Banks that:

          (a)  the execution, delivery and performance by Borrower
     of this Amendment are within the corporate powers of Borrower,
     have been duly authorized by all necessary corporate action
     and require no action by or in respect of, consent or approval
     of or filing or recording with, any governmental or regulatory
     body, instrumentality, authority, agency or official or any
     other Person;

          (b)  the execution, delivery and performance by Borrower
     of this Amendment do not conflict with, or result in a breach
     of the terms, conditions or provisions of, or constitute a
     default under or result in any violation of, the terms of the
     Certificate of Incorporation or By-Laws of Borrower, any
     applicable law, rule, regulation, order, writ, judgment or
     decree of any court or governmental or regulatory body,
     instrumentality, authority, agency or official or any
     agreement, document or instrument to which Borrower is a
     party or by which Borrower or any of its Property or assets
     is bound or to which Borrower or any of its Property or
     assets is subject;

          (c)  this Amendment has been duly executed and delivered
     by Borrower and constitutes the legal, valid and binding
     obligation of Borrower enforceable against Borrower in
     accordance with its terms, except as such enforceability may
     be limited by (i) applicable bankruptcy, insolvency or similar
     laws affecting the enforcement of creditors' rights generally
     and (ii) general principles of equity (regardless of whether
     such enforceability is considered in a proceeding in equity or
     at law);

          (d)  all of the representations and warranties made by
     Borrower and/or any other Obligor in the Revolving Credit
     Agreement and/or in any other Transaction Document are true
     and correct in all material respects on and as of the date
     of this Amendment as if made on and as of the date of this
     Amendment; and



          (e)  as of the date of this Amendment and after giving
     effect to this Amendment, no Default or Event of Default under
     or within the meaning of the Revolving Credit Agreement has
     occurred and is continuing.

     8.   In the event of any inconsistency or conflict between
this Amendment and the Revolving Credit Agreement, the terms,
provisions and conditions contained in this Amendment shall govern
and control.

     9.   This Amendment shall be governed by and construed in
accordance with the substantive laws of the State of Missouri
(without reference to conflict of law principles).

     10.  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.  TO
PROTECT BORROWER, THE BANKS AND THE AGENT FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER, THE BANKS AND
THE AGENT COVERING SUCH MATTERS ARE CONTAINED IN THE REVOLVING
CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND THE OTHER
TRANSACTION DOCUMENTS, WHICH REVOLVING

                              2

CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND OTHER TRANSACTION
DOCUMENTS ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTS
AMONG BORROWER, THE BANKS AND THE AGENT, EXCEPT AS BORROWER, THE
BANKS AND THE AGENT MAY LATER AGREE IN WRITING TO MODIFY THEM.

     11.  Notwithstanding any provision contained in this Amendment
to the contrary, this Amendment shall not be effective unless and
until the Agent shall have received:

          (a)  this Amendment, duly executed by Borrower and each
     of the Banks;

          (b)  a copy of resolutions of the Board of Directors of
     Borrower, duly adopted, which authorize the execution,
     delivery and performance of this Amendment;

          (c)  an incumbency certificate, executed by the Secretary
     of Borrower, which shall identify by name and title and bear
     the signatures of all of the officers of Borrower executing
     this Amendment; and

          (d)  certificates of corporate good standing of Borrower
     issued by the Secretaries of States of the States of Delaware
     and Missouri.






     IN WITNESS WHEREOF, Borrower, the Banks and the Agent have
executed this Second Amendment to Revolving Credit Agreement as of
the 8th day of November, 2001.

                              CPI CORP.


                              By: /s/ Barry Arthur
                                  ------------------------------
                                      Barry Arthur
                              Title:  Chief Financial Officer
                                  ------------------------------

                              U.S. BANK NATIONAL ASSOCIATION


                              By: /s/ Joseph L. Sooter
                                  ------------------------------
                                      Joseph L. Sooter
                              Title:  Vice President
                                    ----------------------------

                              COMMERCE BANK, NATIONAL ASSOCIATION


                              By: /s/ Robert M. Sander
                                  -----------------------------
                                      Robert M. Sander
                              Title:  Assistant Vice President
                                    ---------------------------

                              U.S. BANK NATIONAL ASSOCIATION,
                               as Agent


                              By: /s/ Joseph L. Sooter
                                  ----------------------------
                                      Joseph L. Sooter
                              Title:  Vice President
                                    --------------------------










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