Exhibit 10.15b
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND TO SECURITY AGREEMENT
March 10, 2006
PEI Holdings, Inc.
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Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit
Agreement, dated as of April 1, 2005, among PEI Holdings, Inc., a Delaware
corporation ("Borrower"), the financial institutions from time to time party
thereto (the "Lenders"), and Bank of America, N.A., as Agent for the Lenders
("Agent") (as amended, supplemented or otherwise modified to date, the "Credit
Agreement"). Reference is further made to that certain Security Agreement dated
as of March 11, 2003, among Playboy Enterprises, Inc., a Delaware corporation,
certain domestic subsidiaries of Borrower and Agent (as amended, supplemented or
otherwise modified to date, the "Security Agreement"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings provided to such
terms in the Credit Agreement.
Borrower has requested that Agent and Lenders agree to amend each of
the Credit Agreement and the Security Agreement in certain respects, and Agent
and Lenders have agreed to such amendments, on the terms, and subject to the
conditions, contained herein.
Therefore, Borrower, Agent and Lenders hereby agree as follows:
1. Amendments to Credit Agreement. Subject to the satisfaction of
the conditions set forth in Section 4 hereof, the Credit Agreement is hereby
amended as follows:
(a) The definition of the term "Applicable Rate" contained in
Section 1 .O1 of the Credit Agreement is hereby amended by deleting the last
paragraph of the definition and replacing the last paragraph with the following:
The Applicable Rate will be in effect from the first day of the
month following the delivery date of each quarterly Compliance
Certificate (an "Adjustment Date") until the first day of the month
following the delivery date of the next quarterly Compliance
Certificate. If no Compliance Certificate is delivered when due in
accordance with Section 6.02(b), the then-applicable
Pricing Level will remain in effect until actual delivery of such
Compliance Certificate, at which time the Pricing Level will be
adjusted retroactive to the applicable Adjustment Date.
(b) New definitions of the terms "China", "CJI" and "Gibraltar" are
hereby inserted into Section 1.01 of the Credit Agreement in appropriate
alphabetical order, as follows:
"China" means Playboy Clubs China, Ltd., a Cayman Islands
corporation and a wholly-owned Subsidiary of PEII.
"CJI" means CJI Holdings, Inc., a Delaware corporation and a
wholly- owned subsidiary of PEGI.
"Gibraltar" means ▇▇▇▇▇▇▇.▇▇▇ Internet Gaming (Gibraltar)
Limited, a Gibraltar corporation and a wholly-owned Subsidiary of
▇▇▇▇▇▇▇.▇▇▇ Internet Gaming, Inc.
(c) Section 6.10 of the Credit Agreement is hereby amended by
deleting such section and replacing it with the following:
6.10 Additional Guarantors.
Notify Agent (i) at the time that any Person (other than a
▇▇▇▇▇▇▇.▇▇▇ Entity, China or CJI) becomes a Domestic Restricted
Subsidiary of Playboy, (ii) within 60 days after the formation of
each of China and CJI, and (iii) within 150 days after each
▇▇▇▇▇▇▇.▇▇▇ Entity becomes a Wholly-Owned Restricted Subsidiary of
Playboy; and promptly thereafter (and in any event within 30 days
after the applicable notice is required to be given), cause each such
Person (a) other than a Foreign Subsidiary, to become a Guarantor by
executing and delivering to Agent a Loan Guaranty or Loan Guaranty
joinder in a form reasonably acceptable to Agent, (b) other than a
Foreign Subsidiary, to deliver to Agent documents reasonably
necessary to grant to Agent (and permit Agent to perfect) a Lien on
the personal property of such Person to the extent permitted herein,
(c) to cause the appropriate Person to deliver to Agent a Pledge
Agreement granting to Agent a Lien on the Equity Interests of such
Person (excluding China and Gibraltar, unless otherwise agreed by
Agent and Borrower) and (d) to deliver to Agent documents of the
types referred to in clause (iv) of Section 4.01(a) and favorable
opinions of counsel (including in-house counsel) to such Person
(which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in
clauses (a), (b) and (c)), as applicable, all in form, content and
scope reasonably satisfactory to Agent.
(d) Section 10.01 of the Credit Agreement is amended by inserting
the phrase "(other than the Security Agreements, amendment of which shall be
governed by the
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terms thereof)" after the phrase "any other Loan Document" in the first line of
the first paragraph of this Section.
2. Amendments to Security Agreement. Subject to the satisfaction of
the conditions set forth in Section 4 hereof, the Security Agreement is hereby
amended as follows:
(a) The first sentence of Section 4.1 of the Security Agreement is
hereby amended by deleting such sentence and replacing such sentence with the
following:
No Debtor shall change such Debtor's name, type of organization or
jurisdiction of organization without providing thirty (30) days'
prior written notice to Agent; provided, that in the case of a change
in the name of After Dark Video, Inc., such Debtor shall provide
notice thereof to Agent within two hundred thirty (230) days
thereafter.
(b) The first sentence of Section 4.12(d) of the Security Agreement
is hereby amended by deleting such sentence and replacing such sentence with the
following:
Each Debtor shall give Agent not less than thirty (30) days prior
written notice of any change in such Debtor's chief executive office
and principal place of business or of any new location of business or
any new location for any of the Collateral that is material to such
Debtor and that consists of Equipment or Inventory; provided, that in
the case of new locations of After Dark Video, Inc., such Debtor
shall provide notice thereof to Agent within two hundred thirty (230)
days thereafter.
3. Scope. Except as amended hereby, each of the Credit Agreement and
the Security Agreement remains unchanged and in full force and effect.
4. Effectiveness. This First Amendment to Amended and Restated Credit
Agreement and to Security Agreement (the "Amendment") shall be effective
retroactive to July 25, 2005 when executed by Lenders and Agent and agreed to by
Borrower and returned to Agent, together with a reaffirmation of the guaranty
executed by each Guarantor.
5. Severability. If any provision of this Amendment or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Amendment and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid, or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
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7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT BORROWER,
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
Very truly yours,
BANK OF AMERICA, N.A., as Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Vice President
BANK OF AMERICA, N.A., as a Lender
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By
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Its
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ACKNOWLEDGED AND AGREED TO
THIS lOTH DAY OF MARCH, 2006:
PEI HOLDINGS, INC., as Borrower
By
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Its
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Signature Page to First Amendment to
A/R Credit Agreement and Security Agreement
7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT BORROWER,
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
Very truly yours,
BANK OF AMERICA, N.A., as Agent
By
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Its
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BANK OF AMERICA, N.A., as a Lender
By
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Its
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LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Its AVP
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ACKNOWLEDGED AND AGREED TO
THIS lOTH DAY OF MARCH, 2006:
PEI HOLDINGS, INC., as Borrower
By
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Its
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Signature Page to First Amendment to
A/R Credit Agreement and Security Agreement
7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT BORROWER,
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
Very truly yours,
BANK OF AMERICA, N.A., as Agent
By
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Its
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BANK OF AMERICA, N.A., as a Lender
By
---------------------------------
Its
---------------------------------
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By
---------------------------------
Its
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ACKNOWLEDGED AND AGREED TO
THIS lOTH DAY OF MARCH, 2006:
PEI HOLDINGS, INC., as Borrower
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its Treasurer
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Signature Page to First Amendment to
A/R Credit Agreement and Security Agreement
REAFFIRMATION OF GUARANTY
Reference is made to that certain Amended and Restated Credit
Agreement, dated as of April 1, 2005 (as the same may be amended, modified or
supplemented from time to time, the "Credit Agreement"), among PEI Holdings,
Inc., a Delaware corporation ("Borrower"), the various financial institutions as
are, or may from time to time become, parties thereto ("Lenders"), and Bank of
America, N.A., as a Lender and as agent for the Lenders ("Agent"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to such terms in the Credit Agreement.
Each of the undersigned hereby acknowledges that it has executed a
Master Corporate Guaranty, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇"), of all of the
obligations of Borrower to Agent and Lenders under the Credit Agreement and as
more fully described in the Guaranty. Each of the undersigned further
acknowledges that such Guaranty was reaffirmed pursuant to a Reaffirmation of
Guaranty dated as of April 1, 2005.
Each of the undersigned hereby (i) acknowledges and consents to the
execution, delivery and performance of the First Amendment to Amended and
Restated Credit Agreement and to Security Agreement (the "Amendment") of even
date herewith and (ii) ratifies and affirms the Guaranty in all respects.
Each of the undersigned further agrees that each Loan Document to
which it is a party shall remain in full force and effect following the
execution and delivery of the Amendment and that all references in the Loan
Documents to the Credit Agreement shall be deemed to refer to the Credit
Agreement as amended or otherwise modified from and after the date hereof.
This Reaffirmation of Guaranty may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
* * * * * *
Signature Pages Follow
IN WITNESS WHEREOF, this Reaffirmation of Guaranty has been duly executed
this 10th day of March 2006.
ADULTVISION COMMUNICATIONS, INC.
AL ENTERTAINMENT, INC.
ALTA LOMA DISTRIBUTION, INC.
ALTA LOMA ENTERTAINMENT, INC.
ANDRITA STUDIOS, INC.
CANDLELIGHT MANAGEMENT LLC
By: Playboy TV International, LLC, its Sole Member,
By: Playboy Entertainment Group, Inc., its Sole Member
CHELSEA COURT HOLDINGS LLC
By: Playboy TV International, LLC, its Sole Member,
By: Playboy Entertainment Group, Inc., its Sole Member
CLARIDGE ORGANIZATION, LLC
By: Playboy TV International, LLC, its Sole Member,
By: Playboy Entertainment Group, Inc., its Sole Member
CPV PRODUCTTQNS, INC.
CYBERSPICE, INC.
ICS ENTERTAINMENT, INC.
IMPULSE PRODUCTIONS, INC.
INDIGO ENTERTAINMENT, INC.
ITASCA HOLDINGS, INC.
LAKE SHORE PRESS, INC.
LIFESTYLE BRANDS, LTD.
MH PICTURES, INC.
MYSTIQUE FILMS, INC.
PLANET PLAYBOY, INC.
PLANET SPICE, INC.
PLAYBOY CLUB OF HOLLYWOOD, INC.
PLAYBOY CLUB OF NEW YORK, INC.
PLAYBOY CLUBS INTERNATIONAL, INC.
PLAYBOY CRUISE GAMING, INC.
PLAYBOY ENTERTAINMENT GROUP, INC.
PLAYBOY GAMING INTERNATIONAL, LTD.
PLAYBOY GAMING NEVADA, INC.
PLAYBOY GAMING UK, LTD.
PLAYBOY JAPAN, INC.
PLAYBOY MODELS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
PLAYBOY OF ▇▇▇▇▇, INC.
PLAYBOY OF SUSSEX, INC.
PLAYBOY PREFERRED, INC.
PLAYBOY PROPERTIES, INC.
PLAYBOY SHOWS,INC.
PLAYBOY TV INTERNATIONAL, LLC
By: Playboy Entertainment Group, Inc., its Sole Member
PRECIOUS FILMS, INC.
SPECIAL EDITIONS, LTD.
SPICE DIRECT, INC.
SPICE ENTERTAINMENT, INC.
SPICE INTERNATIONAL, INC.
SPICE NETWORKS, INC.
SPICE PRODUCTIONS, INC.
STEELTON, INC.
TELECOM INTERNATIONAL, INC.
WOMEN PRODUCTIONS, INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
PLAYBOY ENTERPRISES, INC.
PLAYBOY ENTERPRISES INTERNATIONAL,INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President,
Treasurer and Strategic Planning
SPICE HOT ENTERTAINMENT, INC.
SPICE PLATINUM ENTERTAINMENT, INC.
By
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
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PLAYBOY OF ▇▇▇▇▇, INC.
PLAYBOY OF SUSSEX, INC.
PLAYBOY PREFERRED, INC.
PLAYBOY PROPERTIES, INC.
PLAYBOY SHOWS,INC.
PLAYBOY TV INTERNATIONAL, LLC
By: Playboy Entertainment Group, Inc., its Sole Member
PRECIOUS FILMS, INC.
SPECIAL EDITIONS, LTD.
SPICE DIRECT, INC.
SPICE ENTERTAINMENT, INC.
SPICE INTERNATIONAL, INC.
SPICE NETWORKS, INC.
SPICE PRODUCTIONS, INC.
STEELTON, INC.
TELECOM INTERNATIONAL, INC.
WOMEN PRODUCTIONS, INC.
By
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
PLAYBOY ENTERPRISES, INC.
PLAYBOY ENTERPRISES INTERNATIONAL,INC.
By
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President,
Treasurer and Strategic Planning
SPICE HOT ENTERTAINMENT, INC.
SPICE PLATINUM ENTERTAINMENT, INC.
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
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ACKNOWLEDGED AND AGREED TO
THIS 10TH DAY OF MARCH 2006:
BANK OF AMERICA, N.A., as Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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