Waiver dated as of November 3, 1999 (this "Waiver"), to
the Credit Agreement referred to below among PLAYBOY
ENTERPRISES, INC., a Delaware corporation (the "Company"), PEI
HOLDINGS, INC., a Delaware corporation and wholly owned
subsidiary of the Company ("PHI"), the financial institutions
from time to time party thereto (the "Lenders") and CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York Branch, as
administrative agent (in such capacity, the "Administrative
Agent"), as collateral agent and as issuing bank.
A. The parties hereto have entered into a Credit Agreement dated as
of February 26, 1999 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement").
B. Pursuant to the Credit Agreement, the Lenders have agreed to
extend credit to the Borrower (as defined in the Credit Agreement) pursuant to
the terms and subject to the conditions set forth therein.
C. The Company and PHI have requested that the Required Lenders
agree to waive certain provisions of the Credit Agreement as set forth herein
and the Lenders are willing, on the terms and subject to the conditions set
forth below, to waive such provisions of the Credit Agreement as provided
herein.
D. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Waiver. The Required Lenders hereby waive compliance with
Sections 6.13, 6.14, 6.15 and 6.16 of the Credit Agreement in respect of the
period of four consecutive fiscal quarters ending September 30, 1999, provided
that the foregoing waiver shall not be effective for purposes of any additional
Borrowing or other extension of credit that may be requested under the Credit
Agreement and shall cease to be effective on the earlier of (a) January 12, 2000
and (b) the first date after the date hereof upon which any Event of Default
shall occur.
SECTION 2. Representations and Warranties. Each of the Company and
PHI hereby represents and warrants to each Lender, on and as of the date hereof,
and after giving effect to this Waiver, that:
(a) After giving effect to this Waiver, the representations and
warranties set forth in Article III of the Credit Agreement are true and
correct in all material respects with the same effect as if made on and as
of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.
(b) After giving effect to this Waiver, no Event of Default or
Default has occurred and is continuing.
SECTION 3. Effectiveness. This Waiver shall become effective upon
receipt by the Administrative Agent of duly executed counterparts of this Waiver
that, when taken together, bear the authorized signatures of the Company, PHI
and the Required Lenders.
SECTION 4. Governing Law. THIS Waiver SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 5. Expenses. The Borrower shall pay all reasonable
out-of-pocket fees and expenses incurred by the Administrative Agent in
connection with the preparation, negotiation, execution and delivery of this
Waiver, including, but not limited to, the reasonable fees, disbursements and
other charges of Cravath, Swaine & Xxxxx, counsel to the Administrative Agent.
SECTION 6. Counterparts. This Waiver may be executed in any number
of counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Waiver by facsimile transmission shall
be as effective as delivery of a manually executed counterpart of this Waiver.
SECTION 7. Headings. Section headings used herein are for
convenience of reference only, are not part of this Waiver and are not to affect
the construction of, or to be taken into consideration in interpreting, this
Waiver.
SECTION 8. Effect of Waiver. Except as specifically stated herein,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereinafter", "hereto", "hereof" and words of similar import
shall, unless the context otherwise requires, refer to the Credit Agreement as
modified hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed by their respective authorized officers as of the date first above
written.
PLAYBOY ENTERPRISES, INC,
By /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: V.P., Treasurer
PEI HOLDINGS, INC.,
By /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer
CREDIT SUISSE FIRST BOSTON, individually and as
Administrative Agent, Collateral Agent and
Issuing Bank,
By /s/ Xxxx X'Xxxx /s/ Xxxxx X. Xxxxxx
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Name: Xxxx X'Xxxx Xxxxx X. Xxxxxx
Title: Vice President Vice President
Lender __________________________,
By
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Name:
Title:
