Exhibit 10.2
[QUAD GRAPHICS LOGO]
N63W23075 Main Street
Sussex, WI
53089-2827
July 30, 2007 tel. 414.566.600
Mr. Jim Radtke Ms. Maria Mandis
Sr. Vice President & General Manager Sr. Vice President of Production
Playboy Enterprises, Inc. Playboy Enterprises, Inc.
680 N. Lake Shore Drive 680 N. Lake Shore Drive
Chicago, IL 60611 Chicago, IL 60611
RE: This Third Amendment to the preparatory and printing agreement between
Playboy Enterprises, Inc. ("Publisher") and Quad/Graphics, Inc. ("Printer")
dated as of October 22, 1997, and amended by the First Amendment dated March 3,
2000, and the Second Amendment dated March 2, 2004 (as so amended, the
"Agreement").
Dear Jim and Maria:
The purpose of this letter is to amend the Agreement as follows:
o Unless otherwise specified below, this Amendment is effective the date
hereof. All capitalized terms used in this letter without definition have the
meaning given to them in the Agreement.
o Article 2.01 of the Agreement (Term and Termination) is amended by replacing
the reference to December 31, 2009 with a reference to December 31, 2012.
o All references in the Agreement to the preparatory prices in Exhibit C
(Pricing Specifications) shall continue to refer to the preparatory prices
dated September 7, 2006 and attached hereto (the "Preparatory Prices"). The
Preparatory Prices will be subject to adjustment as provided in the
Agreement.
o Effective upon the execution of this Third Amendment, all references in the
Agreement to the manufacturing prices in Exhibit C (Pricing Specifications)
and the paper requirements in Exhibit D (Paper Requirements) shall be amended
to refer to the manufacturing prices and paper requirements attached hereto
(the "Revised Pricing"); such Revised Pricing will be subject to adjustment
as provided in the Agreement.
o Article 10.05 of the Agreement (Prices and Terms) is replaced in its entirety
with the following:
"The Preparatory Prices and the Revised Pricing will remain firm through
January 31, 2009 (excluding ink). If there shall be any change to Printer in
the price of materials (excluding ink), or labor increases or decreases (any
change in labor conditions), the Preparatory Prices and the Revised Pricing
may be adjusted on February 1, 2009, and thereafter on February 1, 2011
during the term of the Agreement, as herein amended, to reflect such change.
Price adjustments will not exceed eighty-five percent (85%) of the change in
the Consumer Price Index (as herein defined). For purposes of this Agreement,
the "Consumer Price Index" means the selected areas, "all items" index
(1967=100) of the Chicago-Gary-Lake Co. IL-IN-WI Consumer Price Index for
Urban Wage Earners and Clerical Workers (CPI-W) published by the Bureau of
Labor Statistics, U.S. Department of Labor. The price adjustment effective on
any February first shall be 85% of the change in the Consumer Price Index
reported for the month of July immediately preceding the effective date of
adjustment as compared to that reported for the month of July in the previous
year. By way of example, the adjustment applicable for February 1, 2009 shall
be based on the change reported for the Consumer Price Index of July 2007 as
compared to the Consumer Price Index reported for July 2008. Printer will
notify Publisher as soon as practical after knowledge of any increase or
decrease."
o Publisher and Printer each acknowledge and affirm that the Agreement, as
hereby amended, is ratified and confirmed in all respects and all terms and
provisions of the Agreement, as amended by this Third Amendment, will remain
in full force and effect.
July 30, 2007
Page 2
If the foregoing represents your understanding, then please sign this letter in
the space provided below and return one original document to my attention.
Please do not hesitate to call me directly if I may be of any further
assistance. Thank you for your attention to this matter.
Sincerely, Accepted and agreed this 7th day
of August, 2007.
QUAD/GRAPHICS, INC.
PLAYBOY ENTERPRISES, INC.
/s/ Timothy J. Ohnmacht
Timothy J. Ohnmacht
Vice President of Sales - Midwest By: /s/ Maria Mandis
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Name: Maria Mandis
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Title: Senior Vice President/
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Production Director
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Attachments
Exhibit C
Pricing Specifications
Exhibit D
Paper Requirements