Exhibit 10.2.5
JOINDER TO SECURITY AGREEMENT
Reference is made to that certain Amended and Restated 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 agent for the Lenders
("Agent"), dated as of April 1, 2005 (as such document is amended, restated,
modified or supplemented from time to time, the "Credit Agreement").
In order to induce Agent and the other Lenders to continue to make
advances to Borrower under the Credit Agreement and in accordance with Section
6.10 of the Credit Agreement, each of the undersigned Companies (each, a
"Company"), each a newly formed direct or indirect subsidiary or Wholly-Owned
Restricted Subsidiary (as defined in the Credit Agreement) of Playboy
Enterprises, Inc., a Delaware corporation ("Playboy"), hereby agrees to become a
party to that certain Security Agreement, dated as of March 11, 2003 (as
amended, restated, 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, certain direct and
indirect subsidiaries of Borrower and Agent, by executing this Joinder to
Security Agreement, and further agrees that, in accordance with the Security
Agreement on and after the date set forth below, such Company is a "Debtor"
thereunder and shall be bound by all the terms and provisions of the Security
Agreement.
Each Company hereby agrees that it makes each of the representations
and warranties set forth in the Security Agreement as of the date set forth
below. For purposes of determining any Company'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.
Each Company hereby agrees 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 and each
Debtor's obligations under this Joinder to Security Agreement, the Security
Agreement and the Guaranty, each Company hereby grants to Agent, for Agent's
benefit and the benefit of Lenders, and for the benefit of each Affiliate of
Agent and each Lender, 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 of its
property and interests in property, 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 Agent or any Lender or any affiliate, representative,
agent or correspondent of Agent or any Lender;
(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 Office or
the U.S. Patent and Trademark Office, or (iv) any property subject to any Pledge
Agreement.
-2-
Each Company hereby authorizes Agent 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 such Company (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.
[Signatures follow on next page.]
-3-
In all other respects, the Security Agreement shall remain unchanged
and in full force and effect in accordance with its original terms.
Dated: May 15, 2006
COMPANIES
---------
PLAYBOY.COM, INC.,
a Delaware corporation
By Robert Campbell
Its Treasurer
PLAYBOY.COM INTERNET GAMING, INC.,
a Delaware corporation
By Robert Campbell
Its Treasurer
PLAYBOY.COM RACING, INC.,
a Delaware corporation
By Robert Campbell
Its Treasurer
SPICETV.COM, INC.,
a Delaware corporation
By Robert Campbell
Its Treasurer
CJI HOLDINGS, INC.,
a Delaware corporation
By Robert Campbell
Its Treasurer
ACCEPTED:
BANK OF AMERICA, N.A.,
as Agent
By David A. Johanson
Its Vice President
-4-
SCHEDULE I
Organizational Information
SCHEDULE II
Collateral Locations
SCHEDULE III
Commercial Tort Claims
SCHEDULE IV
Collateral Disclosures
SCHEDULE V
Intellectual Property Claims
SCHEDULE VI
Investment Property