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): ~~January~~ February 285, 2013

CPI CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

~~Delaware~~

(State or Other Jurisdiction of Incorporation)

1-10204

43-1256674

~~43-1256674~~

(Commission File Number)

(I.R.S. Employer Identification No.)

~~(I.R.S. Employer Identification No.)~~

1706 Washington Ave., St. Louis, Missouri

63103

~~63103~~

(Address of Principal Executive Offices)

(Zip Code)

~~(Zip Code)~~

(314) 231-1575

~~(314) 231-1575~~

(Registrant’s Telephone Number, Including Area Code)

(Registrant's Telephone Number, Including Area Code)

Not Applicable

~~Not Applicable~~

(Former Name or Former Address, if Changed Since Last Report.)

~~(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 81.01. ~~Other~~ Entry ~~Events~~Into a Material Definitive Agreement.

On ~~January~~February ~~28,~~5 2013, CPI Corp. (the “Company”) ~~received~~and aits ~~notice~~subsidiaries ~~from~~that ~~OTC~~are ~~Markets,~~guarantors ~~Inc.~~under ~~regarding~~the ~~its~~Guarantee ~~determination~~and ~~that~~Collateral ~~the~~Agreement ~~bid~~dated ~~price~~as of August 30, 2010, entered into a Forbearance Agreement (the ~~Company's~~“Third ~~shares~~Forbearance Agreement”) dated as of ~~common~~January ~~stock~~29, as2013 ~~quoted~~(the on"Effective ~~the~~Date") ~~OTCQX~~with UBank of America, N.SA. ~~tier~~, ~~has~~as ~~closed~~Administrative ~~below~~Agent ~~$0.10~~(the “Agent”) for ~~more~~the ~~than~~various 30financial ~~consecutive~~institution ~~trading~~parties ~~days~~identified ~~and~~as nolenders ~~longer~~(the ~~meets~~“Lenders”) in the ~~Standards~~Credit ~~for~~Agreement ~~Continued~~dated ~~Qualification~~as ~~for~~of August 30, 2010, as amended by the ~~OTCQX~~First ~~U.S. Pursuant~~Amendment to ~~Section~~Credit ~~3.2.b~~Agreement ofdated December 16, 2011, as further amended by the ~~OTCQX~~Forbearance ~~Rules~~Agreement ~~for~~dated ~~U.S.~~May ~~Companies~~18, 2012, as further amended by the ~~Company~~Second ~~has~~Amendment ato ~~180~~Credit ~~calendar~~Agreement ~~day~~dated ~~grace~~as ~~period~~of toJune ~~regain~~6, ~~compliance. Compliance~~2012, ~~can~~as befurther ~~regained~~amended by ~~having~~ the ~~minimum~~Third ~~bid~~Amendment ~~price~~to ofCredit ~~the~~Agreement ~~Company's~~dated ~~shares~~as of ~~common~~August ~~stock~~28, at2012, as further amended by the ~~close~~Fourth ofAmendment ~~business~~to beCredit atAgreement ~~least~~dated ~~$0.10~~as ~~for~~of ~~ten~~November ~~consecutive~~9, ~~trading~~2012 ~~days. In~~and ~~the~~as ~~event~~further ~~that~~amended by the ~~Company~~Second ~~does~~Forbearance ~~not~~Agreement ~~regain~~dated ~~compliance~~December 28, ~~the~~2012, ~~quotations~~by ~~for~~and among the Company's, ~~shares~~the ofAgent, ~~common~~the ~~stock~~Lenders ~~will~~and becertain ~~moved~~subsidiaries ~~from~~of the ~~OTCQX~~Company ~~U.S. to~~ (the ~~OTCQB~~“Loan ~~tier~~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.

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.

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.
February 1, 2013
	By:	/s/ Dale Heins
		Name: Dale Heins Title: Executive Vice President Finance, Chief Financial Officer



		CPI CORP.

	By:	/s/ Dale Heins
		Dale Heins
		Executive Vice President, Finance
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

~~-3-~~February 8, 2013

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