Sample Business Contracts

Acknowledgement of Assignment - Playboy Entertainment Group Inc., The Walden Asset Group LLC and General Electric Capital Corp.

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Playboy Entertainment Group, Inc.
680 North Lakeshore Drive
Chicago, Illinois 60611

Dear Mr. Campbell:

This Acknowledgement of Assignment (the "Notice") is made this 22nd day of
December 2003 among Playboy Entertainment Group, Inc. ("Lessee"), The Walden
Asset Group, LLC ("Lessor"), and General Electric Capital Corporation

In order to induce us to accept an assignment of all of Lessor's right, title
and interest in the Lease, but none of Lessor's obligations with respect
thereto, you confirm to us the following:


A.    Lessor and Lessee have executed Equipment Schedule No. 1 (collectively the
      "Schedule") pursuant to and incorporating therein, the terms and
      conditions of the Master Lease dated December 22, 2003 (the "Master
      Lease") between The Walden Asset Group, LLC as Lessor, and Playboy
      Entertainment Group, Inc. as Lessee, (the Schedule and each Acceptance
      Certificate thereunder, being hereinafter collectively referred to as the

B.    Lessor has assigned all of its right, title and interest in, to and under,
      the Lease; but none of its obligations thereunder, to Assignee.

C.    The parties desire to clarify certain of their rights and obligations with
      respect to each other.


1.    Lessee hereby acknowledges notice of and consents to Lessor's assignment
      to Assignee of all of Lessor's right, title and interest in the Lease, but
      none of Lessor's obligations with respect thereto, all Basic Rent,
      commencing with the Basic Rent payment due on January 1, 2004, Casualty
      Value payments, and all other payments from time to time payable by Lessee
      under the Lease from and after the date hereof (said rents and all other
      payments being hereafter collectively referred to as the "Moneys").

2.    Lessee represents and warrants, as of the date hereof, as follows: (a)
      that Lessee has executed an Acceptance Certificate and has therefore
      accepted the equipment described therein (collectively, the "Equipment")
      under Lease, and (b) that the Basic Rent Amount is payable (subject to the
      terms and conditions of the Lease, including Lessee's buyout option and
      renewal option) in 60 consecutive monthly installments on the first day of
      each month, as follows:

                     First Basic        First Assignee
         Schedule    Rent Date          Rent Date             Rent Amount
         --------    ---------          ---------             -----------
         1           January 1, 2004    January 1, 2004       $244,814.64


      and; (c) that Exhibit A hereto is a true and complete copy of the Lease,
      with all amendments and modifications thereto; (d) that, notwithstanding
      anything to the contrary in the Lease, there is only one original of each
      Schedule marked "Original"; any other Schedule containing original
      signatures is marked "Duplicate", and only the counterpart marked
      "Original" will be considered chattel paper with respect to which a
      security interest may be created; and Assignee shall maintain possession
      of the "Original" Schedule; (e) that Lessor is not in default of any of
      its obligations as Lessor under the Lease, and Lessee is not in default
      under the terms of the Lease; (f) there has been no material adverse
      change in the financial condition of Lessee since its last published
      annual report; (g) that the Lease and Master Lease are in full force and
      effect and represent valid and binding obligations of Lessee; (h) that
      Lessee has received no notice of a prior sale, transfer, assignment,
      hypothecation, or pledge of the Lease, the Moneys, or the Equipment
      (except for the grant of security interest in the leasehold under the bank
      facilities and indenture, which bank facilities security interests have
      been released/subordinated for the benefit of Lessor pursuant to certain
      release agreements); (i) that all representations and duties of Lessor
      intended to induce Lessee to enter into the Lease whether required by the
      Lease or any other written agreement entered into in connection therewith
      have been fulfilled; (j) that the Lease, Master Lease, and this Notice are
      the sole agreements between Lessee and Lessor respecting the Equipment and
      the Moneys; (k) that Assignee shall be entitled to the benefits of each
      and every right accorded an Assignee pursuant to the terms of the Lease;
      and (l) that no assignment or sublease by Lessee of any of its rights
      under the Lease, Master Lease or in the Equipment shall in any way
      discharge or diminish any of Lessee's obligations under the Lease, it
      being the intention that Lessee shall remain primarily liable to pay and
      perform all of its obligations under the Lease; (m) that, other than as
      set forth herein and in the Lease, the assignment to Assignee does not
      materially change Lessee's duties or obligations under the Lease nor
      materially increase the burdens or risks imposed on Lessee; (n) the Lease
      is a "finance lease" as defined in and for the purposes of Article 2A of
      the Uniform Commercial Code.

3.    Lessee agrees, in accordance with Section 18 of the Lease, that so long as
      Assignee does not breach its Covenant of Quiet Enjoyment (as defined in
      paragraph 6 hereof), Lessee will not assert against Assignee any defense,
      claim, counterclaim, recoupment, setoff, or right which Lessee may have
      against Lessor or any other party. Lessee agrees that it will remit all
      Moneys directly to Assignee as set forth in Section 1 hereof (in
      sufficient advance time to reach Assignee on their scheduled due dates),
      via Lessee's check payable to and at the address as follows:

                           General Electric Capital Corporation
                           GE Capital-CEF
                           Lock Box 640387
                           Pittsburgh, Pennsylvania 15219

      without regard to any defense, claim, counterclaim, recoupment, setoff, or
      right it may have against Lessor arising under the Lease or otherwise and
      will not seek to recover any part of the same from Assignee.
      Notwithstanding the foregoing, nothing herein shall be deemed to relieve
      Lessor from any of its obligations to Lessee under the Lease.

4.    Lessee agrees (a) that it shall not enter into any waiver, consent, or
      other agreement amending, modifying or terminating the Lease (other than
      its exercise of any right or option reserved for the Lessee under the
      Lease or any related agreement) to which Assignee is not a party without
      the written consent of Assignee and any such attempted waiver, consent, or
      agreement to amend, modify or terminate the Lease without such consent
      shall be void; (b) that Assignee has not assumed and shall not be
      obligated to perform any of Lessor's obligations under the Lease, other
      than those set forth in


      this Notice, unless agreed upon by the parties to this agreement in
      writing; (c) that it will deliver to Assignee a copy of all notices and
      other communications relating to the Lease and the Equipment at the same
      time any such notice is required to be given to Lessor in accordance with
      the Lease; (d) that, provided neither Lessee nor any guarantor is required
      to file regular periodic reports, forms and other filings with the
      Securities and Exchange Commission, including (without limitation) Forms
      8K, 10K and 10Q, Lessee or its guarantor shall promptly within 60 days of
      the end of each fiscal quarter (other than the fourth fiscal quarter)
      deliver to Lessor copies of guarantor's quarterly unaudited financial
      statements and within 120 days after the end of each fiscal year deliver
      to Lessor copies of guarantor's annual audited financial statements,
      including the opinion of the auditor and upon reasonable request by
      Lessor, Lessee shall promptly within 60 days of the end of each fiscal
      quarter deliver to Lessor copies of its quarterly unaudited financial
      statements, at Assignee's address for notices set forth below, and (e)
      Lessee hereby agrees with Assignee that it will promptly designate
      Assignee as "Additional Insured" as required in the Master Lease.

6.    Lessee agrees to do any further act and execute any further documents that
      Assignee reasonably requests in order to protect and secure its interest
      in the Equipment and its benefits under the Lease. Assignee shall have all
      the rights of a secured party under the Uniform Commercial Code, as well
      as those of Lessor under the Lease, in enforcing its interest. Lessee
      hereby authorizes Assignee to file all necessary UCC's with respect to the
      interests granted herein and in the Lease in the appropriate

7.    Assignee hereby covenants to Lessee that, so long as no Event of Default
      (as defined in Section 19 of the Master Lease) shall have occurred and be
      continuing and Lessor has not given notice (or been deemed to have given
      notice) thereof, neither it or any person acting at Assignee's direction
      will disturb or cause the disturbance of Lessee's (or any of its permitted
      sublessees' or assignees') quiet and peaceful possession of the Equipment
      and its unrestricted use of the Equipment for its intended purpose under
      the terms of the Lease (the foregoing covenant being referred to herein as
      the "Covenant of Quiet Enjoyment").

8.    The validity of this Notice, the construction and enforcement of the terms
      hereof, and the interpretation of the rights and duties of the parties
      hereto shall be governed by the laws of the State of Illinois.

8.    Any notices required or permitted to be given or delivered hereunder shall
      be in writing (unless otherwise specifically provided herein or in the
      Lease) and shall be sufficiently given if sent by overnight courier to the
      parties at their addresses as set forth in the signature blocks below; or
      to such other address or addresses as the parties may specify from time to
      time. Any such notice shall be deemed to be given on the earlier of three
      days after mailing or upon receipt.

9.    Lessee further agrees that its obligations to make rent payments
      thereunder, in accordance with the terms thereof, are absolute and
      unconditional and are independent of Lessee's use and enjoyment of the
      Equipment or the performance by Lessor of any of its obligations under the
      Lease or otherwise. All payments will be made to the Assignee regardless
      of: any bankruptcy, insolvency, reorganization or similar event with
      respect to the Lessor, the failure of the Equipment to perform to Lessee's
      expectation or the failure of Lessor or any maintenance or service
      provider in repairing, maintaining or servicing the Equipment subject to
      the Lease.

10.   This Notice may be executed separately or independently in any number of
      counterparts. When each party has executed the same or a different
      counterpart, each and all of which together shall be deemed to have
      executed by all parties simultaneously and for all purposes to be one


11.   Lessee agrees that neither it nor its affiliates will in the future issue
      any press releases or other public disclosure using the name of Assignee
      or its affiliates or referring to this Lease or any related document
      without the prior written consent of Assignee unless (and only to the
      extent that) Lessee is required to do so under any law, rule or regulation
      of any governmental authority and then, in any event, Lessee or affiliate
      will consult with Assignee before issuing such press release or other
      public disclosure. Lessee consents to the publication by Assignee of a
      tombstone or similar advertising material relating to the financing
      transactions contemplated by this Lease. Assignee shall provide a draft of
      any such tombstone or similar advertising material to Lessee for review
      and comment prior to the publication thereof. Assignee reserves the right
      to provide to industry trade organizations information necessary and
      customary for inclusion in league table measurements.

IN WITNESS WHEREOF, the parties hereto have executed this Notice as of the day,
month, and year first above written.

(LESSOR)                                   CORPORATION

By: /s/ David L. Burmon                    By: /s/ Joseph B. Williams
   ---------------------------------          --------------------------------
Name:  David L. Burmon                     Name: Joseph B. Williams
     -------------------------------            ------------------------------
Title: Chief Operating Officer             Title: Senior Risk Manager
      ------------------------------             -----------------------------


By: /s/ Robert D. Campbell
Name: Robert D. Campbell
Title: Treasurer and Asst. Secretary