Exhibit 10.2.3
JOINDER AND AMENDMENT NO. 1 TO
MASTER CORPORATE GUARANTY
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 Club Jenna, Inc., a Colorado corporation,
Dolce Amore, Inc., a Colorado corporation, EOD, Inc., a Colorado corporation,
and Y-Tel Wireless, LLC, a Colorado limited liability company (each, a "New
Guarantor"), 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 Master Corporate Guaranty, dated as of March 11, 2003 (as
amended, restated, modified or supplemented from time to time, the "Guaranty";
capitalized terms not otherwise defined herein shall have the meanings stated in
the Guaranty), among Playboy, certain direct and indirect subsidiaries of
Borrower and Agent, by executing this Joinder and Amendment No. 1 to Master
Corporate Guaranty (this "Amendment"), and further agrees that, in accordance
with the Guaranty on and after the date set forth below, such New Guarantor is a
"Guarantor" thereunder and shall be bound by all the terms, provisions and
obligations of the Guaranty.
The parties hereto further agree that the ninth (9th) paragraph of
Part III of the Guaranty shall be amended and restated as follows:
The obligations of each Guarantor (other than the Jenna Jameson
Entities) are secured by, among other things, that certain Master Security
Agreement of even date herewith among each Guarantor and Agent.
Each of the New Guarantors hereby agrees that it makes each of the
representations set forth in the Guaranty as of the date set forth below.
In all other respects, the Guaranty shall remain unchanged and in
full force and effect in accordance with its original terms.
This Amendment shall be governed by, and construed in accordance
with, the law of the state of Illinois; provided, that Agent, Guarantors and
Lenders shall retain all rights arising under federal law.
Whenever possible each provision of this Amendment shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this
Amendment shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.
This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same Amendment.
[Signatures follow on next page.]
-2-
Dated: September 28, 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
CJI HOLDINGS, INC.
CLARIDGE ORGANIZATION, LLC
By: Playboy TV International, LLC, its Sole Member,
By: Playboy Entertainment Group, Inc., its Sole Member
CLUB JENNA, INC.
CPV PRODUCTIONS, INC.
CYBERSPICE, INC.
DOLCE AMORE, INC.
EOD, 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.COM, INC.
PLAYBOY.COM INTERNET GAMING, INC.
PLAYBOY.COM RACING, 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.
By: Robert Campbell
Name: Robert Campbell
Title: Treasurer
PLAYBOY GAMING NEVADA, INC.
PLAYBOY GAMING UK, LTD.
PLAYBOY JAPAN, INC.
PLAYBOY MODELS, INC.
PLAYBOY OF LYONS, 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.
SPICETV.COM, INC.
STEELTON, INC.
TELECOM INTERNATIONAL, INC.
WOMEN PRODUCTIONS, INC.
Y-TEL WIRELESS, LLC
By:_____________________, its _________________
By Robert Campbell
Name: Robert Campbell
Title: Treasurer
PLAYBOY ENTERPRISES, INC.
PLAYBOY ENTERPRISES INTERNATIONAL, INC.
By Robert Campbell
Name: Robert Campbell
Title: Senior Vice President,
Treasurer and Strategic Planning
SPICE HOT ENTERTAINMENT, INC.
SPICE PLATINUM ENTERTAINMENT, INC.
By: Catherine A. Zulfer
Name: Catherine A. Zulfer
Title: Treasurer
ACCEPTED:
BANK OF AMERICA, N.A.,
as Agent
By ___________________________________
Its ___________________________________
BANK OF AMERICA, N.A.,
as a Lender
By ___________________________________
Its ___________________________________
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By ___________________________________
Its ___________________________________