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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 acco
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