Exhibit 10.2.3
PLEDGE AMENDMENT
This Pledge Amendment is dated as of May 15, 2006. The undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge
Agreement, dated as of March 11, 2003, between the undersigned and Bank of
America, N.A., as agent for the Lenders (as amended, restated, supplemented or
otherwise modified from time to time, the "Pledge Agreement"; capitalized terms
defined therein being used herein as therein defined) and that, as of the date
set forth above and at all times thereafter, the shares listed below on this
Pledge Amendment shall be deemed to be part of the Pledged Collateral and shall
secure all Secured Obligations.
In furtherance of the foregoing, to secure the payment and
performance of the Secured Obligations, the undersigned hereby pledges and
hypothecates to Agent, for the benefit of Agent and Lenders, and grants to
Agent, for the benefit of Agent and Lenders, a security interest in, the
following:
(a) the shares of stock outstanding of the corporation ("Issuer")
identified on Schedule I hereto held by the undersigned (the "Pledged Shares")
and the certificates, if any, representing the Pledged Shares, and all stock
dividends, cash dividends, cash, instruments, chattel paper and other rights,
property or proceeds and products from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares;
(b) all additional shares of stock of Issuer at any time acquired by
the undersigned in any manner, and the certificates representing such additional
shares (and any such additional shares shall constitute part of the Pledged
Shares under this Pledge Amendment and the Pledge Agreement), and all stock
dividends, cash dividends, cash, instruments, chattel paper and other rights,
property or proceeds and products from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
shares; and
(c) all proceeds of any of the foregoing.
This Pledge Amendment shall be governed by, and construed in
accordance with, the law of the State of Illinois applicable to agreements made
and to be performed entirely within such State; provided, that the undersigned
and Agent shall retain all rights arising under federal law.
[Signature follows on next page.]
PLAYBOY ENTERTAINMENT GROUP, INC.
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Treasurer
SCHEDULE I
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Stock Certificate Number of
Stock Issuer Class of Stock No(s). Shares Percentage
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CJI Holdings, Inc. 100%
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