Exhibit 4.8
WAIVER
WAIVER, dated as of July 15, 2005 (this “
Waiver ”) with respect to the Purchase Agreement,
among PCA International, Inc. (predecessor to Portrait Corporation
of America, Inc.) (the “ Company ”), GS
Mezzanine Partners II, L.P. (“ GS Mezzanine ”)
and GS Mezzanine Partners II Offshore, L.P. (“ GS
Offshore ” and, together with GS Mezzanine, the “
Purchasers ”), dated as of June 27, 2002 (as amended
through the date hereof, the “ Purchase Agreement
”). Capitalized terms used herein without definition are so
used as defined in the Purchase Agreement.
RECITALS
WHEREAS, there
is an existing Default under the Purchase Agreement due to the
failure of the Company to deliver to the Purchasers and each Holder
that is an Institutional Investor the audited financial statements
of the Company and its Subsidiaries for the Fiscal Year ended
January 30, 2005 within 90 days after January 30, 2005 as required
under Section 6.1(a) of the Purchase Agreement (the “
Existing Default ”).
NOW, THEREFORE, in consideration of the premises
and the mutual covenants hereinafter contained and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Waiver . Subject to the terms and conditions hereof,
the Purchasers and the Holders hereby waive the Existing Default
and any other Default or Event of Default that may arise under or
in connection with the failure of the Company to the deliver to the
Purchasers and each Holder that is an Institutional Investor,
pursuant to Section 6.1(a) of the Purchase Agreement, an audited
consolidated and consolidating balance sheet of the Company and its
Subsidiaries as of the end of the 2004 Fiscal Year and the related
consolidated and consolidating statements of income, retained
earnings, sto
