Exhibit 10.1.1
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
April 27, 2006
PEI Holdings, Inc.
680 North Lakeshore Drive
Chicago, Illinois 60611
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"). 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 the
Credit 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 3 hereof, the Credit Agreement is hereby
amended as follows:
(a) The new definition of the term "Second Amendment Closing Date"
is hereby inserted into Section 1.01 of the Credit Agreement in appropriate
alphabetical order, as follows:
"Second Amendment Closing Date" means April 27, 2006.
(b) 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
Playboy.com 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 Playboy.com Entity becomes a
Wholly-Owned Restricted Subsidiary of Playboy; and promptly
thereafter (and in any event (x) in the case of all Persons
other than a Playboy.com Entity that is a Wholly-Owned
Restricted Subsidiary as of the Second Amendment Closing Date,
China or CJI, within 30 days after the applicable notice is
required to be given, and (y) in the case of each Playboy.com
Entity that is a Wholly-Owned Restricted Subsidiary as of the
Second Amendment Closing Date and CJI, no later than May 15,
2006), 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.
2. Scope. Except as amended hereby, the Credit Agreement remains
unchanged and in full force and effect.
3. Effectiveness. This Second Amendment to Amended and Restated
Credit Agreement (the "Amendment") shall be effective 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.
4. 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.
5. 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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6. 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 David A. Johanson
Its Vice President
BANK OF AMERICA, N.A., as a Lender
By Craig w. McGuire
Its Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By Illegible
Its AVP
ACKNOWLEDGED AND AGREED TO
THIS 27TH DAY OF APRIL, 2006:
PEI HOLDINGS, INC., as Borrower
By Robert Campbell
Its Treasurer
Signature Page to Second Amendment to
A/R Credit Agreement