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Exhibit 4.1(r)-1
JOINDER TO SECURITY AGREEMENT
Reference is made to that certain Indenture between PEI Holdings,
Inc., a Delaware corporation ("Issuer"), the Guarantors party thereto
("Guarantors") and Bank One, N.A., a national banking association, as Trustee
("Trustee"), dated as of March 11, 2003 (as such document is amended, modified
or supplemented from time to time, the "Indenture").
In accordance with Section 4.11 of the Indenture, Andrita Studios,
Inc., a California corporation ("Andrita"), hereby agrees to become a party to
that certain Security Agreement, dated as of March 11, 2003 (as amended,
modified or supplemented from time to time, the "Security Agreement";
capitalized terms not otherwise defined herein shall have the meanings stated in
the Security Agreement), among Playboy Enterprises, Inc., certain direct and
indirect subsidiaries of Issuer and Trustee, by executing this Joinder to
Security Agreement ("Joinder"), and further agrees that, in accordance with the
Security Agreement on and after the date set forth below, Andrita is a "Debtor"
thereunder and shall be bound by all the terms and provisions of the Security
Agreement.
Andrita hereby agrees that it makes each of the representations set
forth in the Security Agreement as of the date set forth below. For purposes of
determining Andrita's compliance with such representations and warranties
pursuant to this paragraph, references to Schedules shall be deemed to include
the disclosures made on the correspondingly numbered Schedules attached hereto.
The undersigned hereby agree that the Schedules to the Security
Agreement are each hereby supplemented as set forth on the correspondingly
numbered Schedules attached hereto.
To secure the payment and performance of the Obligations, Andrita
hereby grants to Trustee, for its benefit and the benefit of the Holders, and
for the benefit of each Affiliate of Trustee and each Holder, a lien on,
security interest in and right of set-off against any and all right, title and
interest in and to any and all property and interests in property of Andrita,
whether now owned or existing or hereafter created, acquired or arising,
including all of the following properties and interests in properties, whether
now owned or hereafter created, acquired or arising (all being collectively
referred to herein as the "Collateral"):
(i) Accounts;
(ii) Chattel Paper;
(iii) Commercial Tort Claims specifically identified on Schedule III
hereto;
(iv) Deposit Accounts, all cash, and other property deposited
therein or otherwise credited thereto from time to time and other monies and
property in the possession or under the control of Trustee or any Holder or any
affiliate, representative, agent or correspondent of Trustee or any Holder;
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(v) Documents;
(vi) General Intangibles, including without limitation any and all
Intellectual Property;
(vii) Goods, including without limitation any and all Inventory, any
and all Equipment and any and all Fixtures;
(viii) Instruments;
(ix) Investment Property;
(x) Letter-of-Credit Rights;
(xi) Supporting Obligations;
(xii) Any and all other personal property and interests in property
whether or not subject to the UCC;
(xiii) Any and all books and records, in whatever form or medium, that
at any time evidence or contain information relating to any of the foregoing
properties or interests in properties or are otherwise necessary in the
collection thereof or realization thereon;
(xiv) All Accessions and additions to, and substitutions and
replacements of, any and all of the foregoing; and
(xv) All Proceeds and products of the foregoing, including without
limitation all insurance pertaining to the foregoing and proceeds thereof.
Notwithstanding the foregoing, "Collateral" shall not include (i) any stock in a
Controlled Foreign Corporation (within the meaning of Section 957 of the Code)
in excess of 65% of such stock or in excess of 65% of the total combined voting
power of all classes of such entity entitled to vote, (ii) any General
Intangibles or other rights arising under any contracts, instruments, licenses
or other documents to the extent that the grant of a Lien or security interest
therein would (A) result in a breach of the terms of, or constitute a default
under, such contract, instrument, license, agreement or other document (other
than to the extent that any such term would be rendered ineffective pursuant to
Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any successor
provision of the Uniform Commercial Code of any relevant jurisdiction or other
applicable law) or (B) give any other party to such contract, instrument,
license or other document the right to terminate its obligations thereunder
pursuant to a valid and enforceable provision (including without limitation in
connection with the operation of Section 9-406, 9-407 or 9-408 of the Uniform
Commercial Code or any other applicable law), (iii) any personal property
(including motor vehicles) in respect of which perfection of a Lien is not
either (A) governed by the Uniform Commercial Code or (B) accomplished by
appropriate evidence of the lien being recorded in the U.S. Copyright
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Office or the U.S. Patent and Trademark Office, or (iv) any property subject to
any Pledge Agreement.
Andrita hereby authorizes Trustee to file one or more financing or
continuation statements, and amendments thereto (or similar documents required
by any laws of any applicable jurisdiction), relating to all or any part of the
Collateral without the signature of Andrita (to the extent such signature is
required under the laws of any applicable jurisdiction), which financing
statements may describe the Collateral as "all assets" or "all personal
property" or words of like import.
This Joinder to Security Agreement may be signed in various
counterparts which together will constitute one and the same instrument.
In all other respects, the Security Agreement shall remain unchanged
and in full force and effect in accordance with its original terms.
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Dated: July 22, 2003
ANDRITA STUDIOS, INC.,
a California corporation
By /s/ Robert D. Campbell
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Its Treasurer
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BANK ONE, N.A.,
as Trustee
By /s/ George N. Reaves
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Its Vice President
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SCHEDULE I
ORGANIZATIONAL INFORMATION
(i) NAME OF DEBTOR
Andrita Studios, Inc.
(ii) FORMER NAME(S) (WITHIN A 5-YEAR PERIOD PRECEDING THE CLOSING DATE)
None
(iii) TYPE OF ORGANIZATION
Corporation
(iv) JURISDICTION OF ORGANIZATION
California
(v) ORGANIZATIONAL IDENTIFICATION NUMBER
C2503423
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SCHEDULE II
COLLATERAL LOCATIONS
(i) Location of Chief Executive Office
680 N. Lake Shore Drive
Chicago, IL
(Leased Location)
(ii) Other Locations/ Third-Party Locations/Fixture Locations
3030 Andrita St.
Los Angeles, CA
(Leased Location)
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SCHEDULE III
COMMERCIAL TORT CLAIMS
None.
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SCHEDULE IV
CERTAIN COLLATERAL DISCLOSURES
None.
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SCHEDULE V
INTELLECTUAL PROPERTY CLAIMS
None.
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SCHEDULE VI
EXCLUDED INVESTMENT PROPERTY
None.