Exhibit 10.2.2
REAFFIRMATION OF GUARANTY
Reference is made to that certain Amended and Restated Credit
Agreement, dated as of April 1, 2005 (as the same may be amended, modified or
supplemented from time to time, the "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 a Lender and as agent for the Lenders ("Agent"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to such terms in the Credit Agreement.
Each of the undersigned hereby acknowledges that it has executed a
Master Corporate Guaranty, dated as of March 11, 2003 (as amended through and
including the date hereof, the "Guaranty"), of all of the obligations of
Borrower to Agent and Lenders under the Credit Agreement and as more fully
described in the Guaranty. Each of the undersigned further acknowledges that
such Guaranty was reaffirmed pursuant to certain Reaffirmations of Guaranty
dated April 1, 2005, March 10, 2006, April 27, 2006 and July 21, 2006,
respectively.
Each of the undersigned hereby (i) acknowledges and consents to the
execution, delivery and performance of the Fifth Amendment to Amended and
Restated Credit Agreement (the "Amendment") of even date herewith and (ii)
ratifies and affirms the Guaranty in all respects.
Each of the undersigned further agrees that each Loan Document to
which it is a party shall remain in full force and effect following the
execution and delivery of the Amendment and that all references in the Loan
Documents to the Credit Agreement shall be deemed to refer to the Credit
Agreement as amended or otherwise modified from and after the date hereof.
This Reaffirmation of Guaranty 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.
* * * * * *
Signature Pages Follow
IN WITNESS WHEREOF, this Reaffirmation of Guaranty has been duly
executed this 28th day of September, 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
CPV PRODUCTIONS, INC.
CYBERSPICE, 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.
▇▇▇▇▇▇▇.▇▇▇, INC.
▇▇▇▇▇▇▇.▇▇▇ INTERNET GAMING, INC.
▇▇▇▇▇▇▇.▇▇▇ 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: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
PLAYBOY GAMING NEVADA, INC.
PLAYBOY GAMING UK, LTD.
PLAYBOY JAPAN, INC.
PLAYBOY MODELS, INC.
PLAYBOY OF ▇▇▇▇▇, 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.
▇▇▇▇▇▇▇.▇▇▇, INC.
STEELTON, INC.
TELECOM INTERNATIONAL, INC.
WOMEN PRODUCTIONS, INC.
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
PLAYBOY ENTERPRISES, INC.
PLAYBOY ENTERPRISES INTERNATIONAL, INC.
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President,
Treasurer and Strategic Planning
SPICE HOT ENTERTAINMENT, INC.
SPICE PLATINUM ENTERTAINMENT, INC.
By ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
ACKNOWLEDGED AND AGREED TO
THIS 28th DAY OF SEPTEMBER, 2006:
BANK OF AMERICA, N.A., as Agent
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President