Printing Contract - Quebecor World Inc. and General Media Communications Inc.
PRINTING CONTRACT
BETWEEN: Quebecor World, Inc.
-------- "The Printer"
AND: General Media Communications, Inc.
---- "The Customer"
This contract is dated as of October 12, 2001 and shall become effective on
September 1, 2001, and sets forth the terms and conditions by which Quebecor
World, Inc. a corporation of Quebec, Canada, having its head office at 612 St.
Jacques Street, Montreal Quebec, H3C 4M8 (hereinafter referred to as the
"Printer"), shall supply the products and services specified hereinafter to
General Media Communications Inc., a corporation of the State of New York,
U.S.A., having its head office at 11 Penn Plaza, 12th Floor, New York, NY
10001, USA (hereinafter referred to as the "Customer").
THE PARTIES HERETO AGREE AS FOLLOWS
-----------------------------------
TERMS AND CONDITIONS OF CONTRACT
--------------------------------
1.0 WORK UNDERTAKEN
---------------
1.1 Customer retains the services of the Printer to print the
following publications: The U.S. Edition of Penthouse Magazine, Girls
of Penthouse and Penthouse Letters (each a "Magazine"; collectively
the "Magazines"), commencing with the December, 2001, editions.
Printer hereby undertakes to perform all services necessary to print,
bind, package and ship the Magazines on a monthly basis in accordance
with the Customer's specifications as communicated in writing from
time to time and as may be set forth in the schedules to this
Contract. Such services shall include, but not be limited to
a. Preparation, CTP plate making, offset make ready, offset
printing, and the furnishing of ink.
b. Binding and trimming.
c. Newsstand bundling.
d. Delivering F.O.B. Printer's dock
the copies of the Magazines to be shipped by truck or rail
car. Printer shall arrange, on behalf of Customer, for
contract carrier to transport the Magazines from dock, if
requested by Customer, and Customer shall take payment for
all such charges directly to the carrier.
1.1.1 Notwithstanding any other actual or apparently conflicting
language in this Contract
a. Printer agrees to produce high quality, commercially
acceptable Magazines in line with the standard of quality
hereinafter defined, unless defective original materials are
furnished or a violation of process limitations is involved.
Without limitation of the obligation of the Printer to take
all its usual precaution in relation to the curing of any
such defect, Printer shall use its best efforts to inform
Customer of such defects in time for correction and consult
with Customer on the solution to the problem of such
defective materials.
1
<PAGE>
b. Countersigned, bound copies of Magazine acceptable to
PUBLISHER and Printer will be retained by both Customer and
Printer for use as the standard of quality.
1.2 This contract shall apply exclusively to the printed products
mentioned in Section 1.1 hereof. Any other products published by the
Customer, which are not included herein, shall be negotiated between
the Printer and the Customer.
1.3 Customer will supply the paper to print the Magazines in accordance
with the paper usage charts, which are attached as Schedules C and H.
Printer shall furnish to Customer no later than the 15th of each month
a written accounting of all paper received from Customer and consumed
during the previous month and all of the remaining stocks. Printer
shall take a physical inventory every six months during the term of
this Contract and shall promptly supply the results in writing to
Customer, which may audit such inventory report at any time upon four
(4) business days' notice to Printer. Should the paper consumption
exceed that set forth in Schedules C and H, Printer shall upon
completion of such accounting, at Printer's option, reimburse Customer
for such excess either in kind or at the same price per pound, at a
rate equal to the average cost of said paper during the accounting
period. In the event of a net under consumption, Customer agrees to pay
the Printer an amount equal to one-half of the cost of the paper so
under consumed, computed at the same rates. The value of under
consumption, if any, of one kind or weight of the paper shall be used
as a credit against over consumption, if any, of other kinds/weights of
paper. Printer shall store up to three months' paper requirements for
the printing of the three (3) Magazines on its premises, at no cost to
Customer.
1.4 Printer agrees to produce and maintain high quality standards of
reproduction consistent with industry SWOP standards. Printer shall
bear the cost (including paper and ink) of make-goods caused by any
error or omission attributable to Printer. Failure to correct errors
within sixty (60) days after receipt of written notification, shall be
considered as breach of the terms and conditions of this contract and
will entitle Customer to cancel this contract on thirty (30) days'
notice.
2.0 PRICE AND PAYMENT
-----------------
2.1 The prices set forth in Schedules A, B, D, E, F and G include CTP
plate making, printing, binding, and mail preparation work and all
other services necessary to produce print, bind, package and ship the
three (3) Magazines as described in section 1.1.
2.2 Customer shall be invoiced based on the number of copies ordered and
delivered as described in Section 3.1.
2.3 The price structure in Schedules A, B, D, E, F and G shall be
effective on September 1, 2001 and for a period of one (1) year
thereafter, except for the changes described in section 2.4.
2.4 Should there be an increase or reduction in the price of paper, ink,
labor and manufacturing, Printer may increase or reduce the prices as
follows:
2.4.1 The increase in the Customer's costs shall be no greater than
the actual increase in the cost incurred by Printer.
2.4.2 Customer shall be notified fifteen (15) days in advance.
2.4.3 Printer shall provide all supporting documentation with the
notification provided for in section 2.4.2 above.
3.0 TERMS AND CONDITIONS
--------------------
2
<PAGE>
3.1 The term of this agreement shall be five (5) years, unless sooner
terminated as provided below. This agreement shall be effective beginning
September 1, 2001 (effective date) and expire August 31, 2006.
3.2 Customer shall issue a purchase order for each issue including the print
run, the nature of the work, the final quantities and provide shipping
documentation. Customer shall issue this purchase order to the Printer no
later than fifteen (15) days prior to the scheduled press run start as
agreed on by the parties.
3.3 Printer shall submit one invoice for each issue. The invoice shall specify
in detail satisfactory to Customer the services performed and the prices
charged. The terms are net thirty (30) days. The date of the invoice will
be the last day of the shipping cycle. The last day of shipping shall be
five (5) working days after the ship date of the attached production
schedules to Newsstand Distributors.
3.3A (a) The production schedule for the year 2001-02 is contained in Schedule
I, attached hereto and made part hereof. The production schedule may be
amended or established for subsequent years as mutually agreed upon by both
parties.
(b) Customer agrees to provide any Customer-furnished material in
accordance with the schedule mutually agreed upon by the parties. Where the
Customer does not adhere to the production schedule, final delivery date(s)
and/or prices will be subject to re-negotiation.
3.4 Production schedules shall be prepared and approved by both parties.
3.5 Printer will store 5,000 finished copies of each of the three (3)
Magazines for ninety (90) days following the on-sale date at no additional
cost to Customer; thereafter, such copies shall be shipped at Customer's
direction and expense to a facility designated by Customer. Failing
Customer's instructions the Printer may destroy such copies but will give
Customer fifteen (15) days' notice before doing so.
3.6 In furtherance and not in derogation of Printer's obligation of due care
toward Customer's property, Printer shall cover by insurance the values
added by Printer in the form of raw materials, labour, and overhead,
against fire, extended coverage perils, vandalism, malicious mischief and
sprinkler leakage. Customer will similarly insure its property while on
Printer's premises. Customer will also insure its paper throughout the
printing process (except waste paper). All waste paper shall become
Printer's property.
3.7 Risk of loss or damage to Customer and title to the finished work shall
pass to the Customer upon delivery to a common carrier F.O.B. Printer's
shipping dock, or delivery into storage, whichever first occurs.
3.8 Neither the three (3) Magazines nor any material furnished by the Customer
shall be subject to any lien(s) of Printer or Printer's creditors of any
kind or nature whatsoever, and Printer hereby waives any rights under
statute or otherwise to assert any liens on or otherwise distrain
Customer's property, work in progress or the finished product. Printer will
take all steps prescribed by law to protect Customer's interests as they
may appear upon any levy or attempted levy by Printer's creditors on the
Customer's property or any finished work or work in progress; Printer shall
expeditiously seek to remove any such lien and in any event shall hold
Customer entirely harmless therefrom.
3.9 Printer shall use its best efforts to keep confidential the contents of
each issue of the three (3) Magazines prior to general public distribution.
3.10 Customer may terminate this agreement as to any Magazine effective on
written notice if it discontinues publication of such Magazine.
3
<PAGE>
3.11 Customer shall be entitled to terminate this Agreement, notwithstanding
the provisions of paragraph 3.1 above:
3.11.1 Upon written notice, if Printer consistently falls below the
standard of quality required by paragraph 1.1 above as provided in
paragraph 1.4 above; and subsequent to 1.1.1B.
3.11.2 Upon the happening of an event of force majeure which prevents or
substantially hinders Printer's full performance hereunder (force
majeure being defined as an event the non-occurrence of which is
relied upon by both parties for the performance of the contract
and includes but is not limited to: strikes, war, fire, flood,
Acts of God and any other unforeseen events of the same or a
different nature not necessarily within the control of either
party), Printer shall have the right to remove the work (as to any
or all Magazines) to another facility ("Printer's Facility")
provided that within three business days of the occurrence of the
event of force majeure Printer provides assurances satisfactory to
Customer that the work can be performed at Printer's Facility to
the same quality standards and upon the same price terms as
herein; failing which, Customer shall have the right to remove the
work to another printer of its own choosing for the duration of
the event of force majeure. If the event of force majeure
continues more than forty-five (45) days, and (i) Printer has
removed the work to Printer's Facility as provided above, then if
Customer is satisfied with the work of Printer's Facility, Printer
has the option of continuing this Agreement in full force and
effect and upon all terms and conditions hereof, as to all
Magazines so removed, except that the work be performed at
Printer's Facility; (ii) Customer has removed the work to a
printer of its own choice as provided above, then Customer may
cancel this Agreement as to any or all Magazines so removed.
3.11.3 As specified in paragraph 5.2 below.
3.12 Either party shall have the right to terminate this agreement for a
material breach which remains uncured more than thirty (30) days after
written notice and demand to cure is received specifying the breach; such
termination shall be by written notice effective thirty (30) days after
receipt; provided always that if in Customer's reasonable business
judgement Printer's breach substantially impairs Customer's ability to
distribute its Magazines on time Customer shall have the right immediately
to move the work elsewhere as to any or all Magazines. In any event,
upon termination for any cause whatsoever Printer will cooperate fully
with Customer in the transition process to a new Printer.
3.13 In the event either of the parties should become insolvent or bankrupt,
the other party shall be entitled to terminate this Contract on no less
than thirty (30) days' written notice to the other party or to its estate
or successor.
3.14 Subject to the remainder of this agreement, upon termination, Customer
shall not be liable for any of the Printer's costs: (a) incurred or
ordered after notice; (b) which can be cancelled at no loss to the
Printer, or (c) in excess of the out-of-pocket loss to the Printer of any
unused items sold to other customers or third parties or returned to
suppliers. In any event, Printer's costs will only include normal
manufacturing expenses.
3.15 Upon the sale of the Magazines, or any one of them, Customer will attempt
to have the purchaser continue this Agreement for any unexpired term.
4.0 LIABILITY FOR CONTENT
---------------------
4
<PAGE>
4.1 Customer will indemnify and hold Printer harmless from and against any
claims, demands, suits, actions, costs, loss or judgements, including
reasonable attorneys' fees, for libel, defamation of character,
copyright or trademark infringement, invasion of right of privacy or
publicity, patent infringement or invasion of any other right, by any
person, firm or entity against the Printer not attributable to
Printer's fault and arising out of any material delivered by the
Customer or supplied on its behalf to Printer and used by Printer
according to Customer's instructions in producing the three (3)
Magazines, provided that such indemnity shall not include
consequential or exemplary damages or lost profits.
4.2 In like manner Printer shall indemnify and hold Customer harmless from
and against any claims, demands, suits, actions, costs, loss or
judgements, including reasonable attorneys' fees, for libel,
defamation of character, copyright or trademark infringement, invasion
of right of privacy or publicity, patent infringement or invasion of
any other right, by any person, firm or entity against Customer
arising out of any act or omission of Printer in performing its
services hereunder, provided, however that such indemnity shall not
exceed the value of the contract and shall not include liability for
consequential or exemplary damages or lost profits.
4.3 No indemnification promised in sections 4.1 or 4.2 above shall be
effective unless the indemnified party shall have given prompt notice
of any indemnifiable claim to the indemnifying party. Thereafter the
indemnifying party shall at its sole cost and expense defend the claim
by counsel of its choosing reasonably acceptable to the indemnified
party or at its option instruct the indemnified party to defend but at
the indemnifying party's expense. Nothing herein shall prevent any
indemnified party from retaining its own counsel at its own expense to
advise it or to elect to defend with its own counsel but in such event
such defense shall be at the indemnified party's sole expense and risk
of liability. No indemnifying party shall conclude a settlement
binding on an indemnified party absent the consent of the indemnified
party. Should an indemnified party elect to settle or compromise any
claim solely as to itself without permission of the indemnifying
party, the indemnifying party shall thereafter have no further
obligations toward the indemnified party.
5.0 DISPUTED INVOICES
5.1 Customer shall not be obligated to pay any portion of any invoice,
which it disputes in good faith. Customer shall have sixty (60) days
from the receipt of such invoice to notify the Printer in writing of
any items which it disputes and shall specify its grounds therefor.
Thereafter the parties shall attempt during the next thirty (30) days
to attempt to resolve the dispute among themselves in good faith. In
no event shall dispute of an invoice by Customer be deemed a breach of
this Contract or entitle Printer to stop or distrain work.
5.2 Notwithstanding anything in this Contract to the contrary, Printer's
continued failure, for any reason whatsoever except events of force
majeure, to produce the three (3) Magazines or to produce them timely
in accordance with the production schedule submitted by the Customer
and agreed upon by Printer, shall entitle Customer, on thirty (30)
days' notice, to terminate this Contract and take the work elsewhere.
In case of events of force majeure paragraph 3.11.2 will apply.
6.0 MISCELLANEOUS
6.1 Any amendments to or modifications of this contract or any term or
condition hereof shall only be valid if in writing signed both by
Printer and Customer. This Contract shall not be assigned by either
party without the written consent of both parties, except that either
party may assign it to a wholly owned subsidiary or to an affiliate of
either party which is under its common ownership and control.
6.2 This contract and the rights of the parties to it shall be governed by
the law of the State of New York, USA, applicable to contracts made
and wholly to be performed therein without regard to the conflicts
5
<PAGE>
of laws rules thereof. No lawsuit arising out of the execution,
formation, terms, performance or breach of this Contract shall be
brought except in courts physically located in New York County, New
York, and the parties hereto expressly consent to the personal
jurisdiction of such courts over all such litigation and all matters
whatsoever relating to or arising out of this Contract. This Contract
and the attached schedules contain the sole understanding and agreement
of the parties concerning the subject matter hereof, all prior
negotiations, conversations, understandings and agreements, whether
oral or written, being merged herein.
6.3 Notice where required shall be given to each party at its address first
set forth above, or to its telefacsimile number, and shall be effective
on receipt if by telefacsimile or by express service which requires a
signed receipt, and otherwise three days from the date of mailing.
Regular mail shall be sent first-class, postage prepaid.
7.0 SCHEDULES
---------
7.1 This contract consists of this document and the following annexed
schedules.
Schedule A: Presswork, PENTHOUSE Magazine
Schedule B: Bindery and Bundling, PENTHOUSE Magazine
Schedule C(C-1, C-2, C-3): Paper Consumption, PENTHOUSE Magazine
Schedule D(D-1, D-2): Mailing and Polybagging, GIRLS OF
PENTHOUSE/PENTHOUSE LETTERS and
PENTHOUSE Magazines
Schedule E: Presswork, GIRLS OF PENTHOUSE/PENTHOUSE
LETTERS Magazines
Schedule F-1: Bindery (Perfect) and Packaging, GIRLS
OF PENTHOUSE/PENTHOUSE LETTERS Magazines
Schedule F-2: Bindery (Saddle Stitched) and
Packaging, GIRLS OF PENTHOUSE/PENTHOUSE
LETTERS Magazines
Schedule G: Miscellaneous, GIRLS OF
PENTHOUSE/PENTHOUSE LETTERS Magazines
Schedule H(H-1, H-2): Paper Consumption, GIRLS OF
PENTHOUSE/PENTHOUSE LETTERS Magazines
Schedule I: Production Schedules 2001/02, GIRLS OF
PENTHOUSE/PENTHOUSE LETTERS/PENTHOUSE
Magazines
IN WITNESS WHEREOF the parties have signed this 12 day of October, 2001.
GENERAL MEDIA COMMUNICATIONS, INC. QUEBECOR WORLD, INC.
/s/John D. Orlando /s/Richard Tremblay
------------------------ -----------------------
Name: John D. Orlando Name: Richard Tremblay
Title: Senior VP/C.F.O. Title: President, East Group
/s/Harold W. Halpner /s/Jean Labelle
------------------------ -----------------------
Name: Harold W. Halpner Name: Jean Labelle
Title: Executive VP/Manufacturing Title: Vice-President,East Group
6
<PAGE>
A
<Table>
PENTHOUSE 2001 PRICE STRUCTURE
PRESSWORK
<S> <C>
DESCRIPTION DESCRIPTION
COVER-4 PAGES LITHOD 4/4 INK
Coated Gloss 136#
Makeready 4-color process (price/Mpp)
Running (price/M) 5-color (process & 1 PMS)
Cutting Covers (price/M) (price/Mpp)
UV Gloss one side (price/M) 6-color (Process & 1 PMS 1 metallic)
(price/Mpp)
INSERT-6pp single gatefold 4/4 WASH UP
Gloss Coated 60#
Makeready Makeready-open 5th or 6th unit
Running (price/M)
TEXT-32pp signature 4/4 (2/16's) INSERT-2pp single sheet 4/4
Gloss Coated 50# Gloss Coated 100#
Makeready Makeready
Running (price/M) Running (price/M)
TEXT-16pp signature 4/4 (1/16's)
Gloss Coated 50#
Makeready Press stop
Running (price/M) Paper change stop
Plate change (1/0) (price/plate)
TEXT-8pp signature 4/4 (1/8's)
Gloss Coated 50#
Makeready
Running (price/M)
TEXT-4pp signature 4/4 (1/4's)
Gloss Coated 50#
Makeready
Running (price/M)
</Table>
Note: Above prices include all broker fees
Issued: June 28, 2001
<PAGE>
B
PENTHOUSE 2001 PRICE STRUCTURE
BINDERY & BUNDLING
<Table>
<Caption>
DESCRIPTION
<S> <C> <C> <C>
BINDERY - perfect binding Makeready Run
13-15 sections /M
16-18 sections /M
19-21 sections /M
Blow-in cards supplied to our specs. /M
Bind-in cards supplied to our specs. /M
Reverse lap feed /M
Pocket change /pocket
NEWSSTAND - BUNDLING
20 copies per bundle /M
25 copies per bundle /M
30-35 copies per bundle /M
40-45 copies per bundle /M
Pack Newsstand bundles on pallets /pallet
Newsstand Pooling (FOB Plattsburgh) /cwt
Fuel surcharge on Pooling
Paper Handling /cwt
</Table>
Note: Above prices include all broker fees.
Issued: August 14, 2001
/ADC
<PAGE>
C-1
PENTHOUSE MAGAZINE
PAPER CONSUMPTION
<Table>
<Caption>
DESCRIPTION
<S> <C> <C> <C>
Per Min
Final Trim Size 8' x 10 3/4' Rollsize Makeready Pounds
COVER 4 Pages 25 x 38
Supplied Coated 100# text weight 33.5" 1,568# 46,9#
PLATE CHANGES
Supplied Coated 100# text weight
- 1/C plate change 33.5" 553#
- 4/C plate change 33.5" 1,107#
COVER 4 pages 25 x 38
Supplied Coated 136# text weight 33.5" 2,127# 63,8#
PLATE CHANGES
Supplied Coated 136# text weight
- 1/C plate change 33.5" 753#
- 4/C plate change 33.5" 1,506#
GATELEG 6 pages 25 x 38
Supplied Coated 60# text weight 23,0" 457# 40,7#
BODY 25 x 38
Supplied Coated 40# text weight
- 32 pages 33" 920# 147,6#
- 16 pages 33" 824# 73,9#
- 8 pages 33" 911# 36,9#
- 4 pages 33.5" 643# 18,7#
</Table>
<PAGE>
C-2
PENTHOUSE MAGAZINE
PAPER CONSUMPTION
<Table>
<Caption>
DESCRIPTION
PER MAIN
FINAL TRIM SIZE 8" X 10 3/4" ROLL SIZE MAKEREADY POUNDS
<S> <C> <C> <C>
PLATE CHANGES
Supplied Coated 40# text weight
- 1/C plate change 33" 436#
- 4/C plate change 33" 872#
BODY 25 x 38
Supplied Coated 50# text weight
- 32 pages 33" 1,050# 184,6#
- 16 pages 33" 1,064# 92,3#
- 8 pages 33" 1,071# 46,1#
- 4 pages 33.5" 851# 23,4#
PLATE CHANGES
Supplied Coated 50# text weight
- 1/C plate change 33" 545#
- 4/C plate change 33" 1,091#
BODY 25 x 38
Supplied Coated 60# text weight
- 32 pages 33" 1,259# 221,5#
- 16 pages 33" 1,277# 110,7#
- 8 pages 33" 1,285# 55,4#
- 4 pages 33.5" 1,021# 28,1#
</Table>
<PAGE>
C-3
---
PENTHOUSE MAGAZINE
PAPER CONSUMPTION
<Table>
<Caption>
DESCRIPTION
<S> <C> <C> <C>
Final Trim Size 8" x 10 3/4" Roll size Makeready Per M in Pounds
PLATE CHANGES
Supplied Coated 60#
text weight
-1/C plate change 33" 655#
-4/C plate change 33" 1,309#
INSERT 2 pages 25x38
Supplied Coated 100#
text weight 33" 1,095# 23,1#
</Table>
Issued: August 14, 2001
<PAGE>
D-1
PENTHOUSE/GIRLS/LETTERS
PRICE STRUCTURE
MAILING & POLYBAGGING
<Table>
<Caption>
DESCRIPTION
<S> <C>
________________________________________________________________________________
DATA PROCESSING
________________________________________________________________________________
Processing of addresses for printing 4-up
Cheshire label, bar coded, letter carrier pre-sorted /M
To run start file for pooling /job
To run special pressure sensitive labels for /M
Supplements minimum
________________________________________________________________________________
MAILING
________________________________________________________________________________
Insert one piece into poly /M
Address using cheshire labels, sort, bundle & bag /M
Insertion of each additional piece into poly /M/piece
Blow-in on the Sitma (on line) /M/piece
To manually address P/S labels (with return address
and permit) insertion of the piece into 9" x 12"
envelope. Seal, sort, bundle & bag /M
minimum
Supply 9" x 12" envelope /M
Delivery to Plattsburgh Post Office /Truck
________________________________________________________________________________
POLYBAGGING LABOUR
________________________________________________________________________________
Insert 1 piece into polybag /M
To apply starburst for Mexico /M
To nest supplied card into book /M
</Table>
<PAGE>
D-2
PENTHOUSE MAGAZINE / GIRLS/ LETTERS
PRICE STRUCTURE - MAILING & POLYBAGGING
<Table>
<Caption>
DESCRIPTION
<S> <C> <C>
POLYBAGGING - MATERIAL
Supply plastic - 1mm - printed one color black
for Printed...in Canada -4.250MM bags (6 months) /M
Generic opaque - USPS approved - printed
Black/white/silver - 1.25mm
based on 1,960,000 bags - 6 months /M
Printing 3 colors on clear poly - 3 different News-
stand versions - based on 1,240,000 bags - 1.25mm
(1 year + 1 year back-up for Penthouse Mag) /M
PRE-PRESS & PLATES
Client supplies disk with application files
We do trapping, file verification, imposition
plates, digital blues and color proofs
USPS plastic
Penthouse Magazine & Penthouse Letters
Girls of Penthouse - 2 versions
</Table>
Issued: August 28, 2001
/ADC
<PAGE>
E
GIRLS OF PENTHOUSE / LETTERS OF PENTHOUSE
PRICE STRUCTURE - PRESSWORK
<Table>
<Caption>
DESCRIPTION DESCRIPTION
<S> <C> <S> <C>
COVER, 4 pages Litho'd 4/4 INK
Supplied Coated 80# or 136# text weight
Makeready 4 color procees /Page/M
3 color procees /Page/M
Running /M (saddle stitched) 2 color procees /Page/M
1 color black /Page/M
Running /M (perfect bound)
Cutting /M (perfect bound) Metallic /Page/M
PMS color match /Page/M
UV Gloss one side /M
TEXT, 32pp signature 4/4 as 2/16's TEXT, 16pp signature 4/4 as 1/16's 2-out
Supplied Machine Coated 50# text weight Supplied Machine Coated 50# text weight
Makeready Makeready
Running /M Running /M
TEXT, 8pp signature 4/4 as 1/8's 2-out TEXT, 4pp signature 4/4 as 1/4's 4-out
Supplied Machine Coated 50# text weight Supplied Machine Coated 50# text weight
Makeready Makeready
Running /M Running /M
MISCELLANEOUS
Wash-up on 5th or 6th unit /unit
Plate change (1/0)
Press stop / Paper change
</Table>
Note: Above prices include all broker fees
Issued: August 14, 2001
<PAGE>
F-1
GIRLS of PENTHOUSE / LETTERS of PENTHOUSE
Price Structure
BINDERY (perfect) & PACKAGING
<Table>
DESCRIPTION
<S> <C> <C> <C>
BINDERY-perfect binding Makeready Run
6-8 sections /M
9-11 sections /M
12-14 sections /M
Blow-in cards supplied to our specs. /M
Bind-in cards supplied to our specs. /M
Reverse lap feed /M
Pocket change /pocket
</Table>
Note: Above prices include all broker fees.
Issued: August 14, 2001
/ADC
<PAGE>
F-2
GIRLS of PENTHOUSE / LETTERS of PENTHOUSE
Price Structure
BINDERY (saddle stitched) & PACKAGING
<Table>
DESCRIPTION
<S> <C> <C> <C>
BINDERY-saddle stitched Makeready Run
7-9 sections /M
10-12 sections /M
13-15 sections /M
16-18 sections /M
Blow-in cards supplied to our specs. /M
Blind-in cards supplied to our specs. /M
Reverse lap feed /M
Pocket change /pocket
</Table>
Note: Above prices include all broker fees.
Issued: August 14, 2001
/ADC
<PAGE>
G
---
GIRLS of PENTHOUSE/LETTERS of PENTHOUSE
MISCELLANEOUS
<Table>
DESCRIPTION
<S> <C>
Paper handling /cwt
NEWSSTAND-BUNDLING
20 copies per bundle /M
25 copies per bundle /M
30-35 copies per bundle /M
40-45 copies per bundle /M
Pack newsstand bundles on pallets /pallet
Newsstand Pooling (FOB Plattsburgh) /cwt
Fuel surcharge on Pooling
</Table>
Note: Above prices include all broker fees.
Issued: August 14, 2001
/ADC
<PAGE>
H-1
GIRLS OF PENTHOUSE / LETTERS OF PENTHOUSE
PAPER CONSUMPTION
<Table>
<Caption>
DESCRIPTION
Per Min
Final Trim Size 8" x 10 1/2" Roll size Makeready Pounds
<S> <C> <C> <C>
COVER 4 pages - sheet size 25 x 38
Supplied Coated 80# text weight 33.5" 1,254# 38,3#
COVER 4 pages - sheet size 25 x 38
Supplied Coated 136# text weight 33.5" 2,170# 65,1#
BODY 25 x 38
Supplied Coated 40# text weight
- 32 pages 33" 857# 150,6#
- 16 pages 33" 868# 75,3#
- 8 pages 33" 874# 37,6#
PLATE CHANGES
Supplied Coated 40# text weight
- 1/C plate change 33" 436# -
- 4/C plate change 33" 873# -
BODY 25 x 38
Supplied Coated 50# text weight
- 32 pages 33" 1,071# 188,3#
- 16 pages 33" 1,085# 94,1#
- 8 pages 33" 1,092# 47,0#
PLATE CHANGES
Supplied Coated 50# text weight
- 1/C plate change 33" 545# -
- 4/C plate change 33" 1,091# -
</Table>
Issued: August 14, 2001
<PAGE>
H-2
GIRLS OF PENTHOUSE / LETTERS OF PENTHOUSE
PAPER CONSUMPTION
<Table>
<Caption>
DESCRIPTION
<S> <C> <C> <C>
Final Trim Size 7 1/2" x 10 1/2" Per Min
Roll size Makeready Pounds
COVER 4 pages-sheet size 25 x 38
Supplied Coated 80# text weight 32.5" 1,217# 37,2#
COVER 4 pages-sheet size 25 x 38
Supplied Coated 136# text weight 32.5" 2,069# 63,2#
BODY 25 x 38
Supplied Coated 50# text weight
- 32 pages 32" 1,039# 182,3#
- 16 pages 32" 1,052# 91,2#
- 8 pages 32" 1,059# 45,6#
PLATE CHANGES
Supplied Coated 50# text weight
- 1/C plate change 32" 528#
- 4/C plate change 32" 1,058#
</Table>
Issued: August 14, 2001
<PAGE>
I-1
THE GIRLS OF PENTHOUSE 2002
<Table>
<Caption>
Maps & Manuscripts JANUARY MARCH MAY SPRING JULY BLACK LABEL
Due 4 weeks prior to FEBRUARY APRIL JUNE SPECIAL AUGUST SUMMER
4/C Due Date REARVIEW SPECIAL
<S> <C> <C> <C> <C> <C> <C>
Cover & Pictorial
4/C Due 10/05 11/06 12/18 1/28 3/12 4/17
Late 4/C Due 10/12 11/15 12/27 2/01 3/18 4/24
Balance 4/C 10/18 11/27 1/07 2/07 3/22 4/29
Type Due
FINAL TYPE 10/24 12/04 1/11 2/13 3/28 5/03
DISC DUE
CRITICAL DATE 10/31 12/11 1/17 3/20 4/04 5/09
FINAL TYPE DISC
SHIPS TO PRINTER 11/07 12/18 1/23 2/27 4/10 5/15
Blues (start) 11/15 1/03 1/31 3/07 4/18 5/23
On Press (start) 11/19 1/05 2/04 3/11 4/22 5/27
Bindery (start) 11/24 1/06 2/09 3/16 4/27 6/01
ON-SALE DATE 12/18 1/29 3/05 4/09 5/21 6/25
</Table>
<Table>
<Caption>
Maps & Manuscripts SEPTEMBER FALL NOVEMBER BLACK LABEL JANUARY
Due 4 weeks prior to OCTOBER SPECIAL DECEMBER WINTER FEBRUARY'
4/C Due Date LEGS SPECIAL 03
<S> <C> <C> <C> <C> <C>
Cover & Pictorial
4/C Due 5/21 6/26 7/26 8/28 10/04
Late 4/C Due 5/28 7/01 8/01 9/06 10/11
Balance 4/C 5/31 7/09 8/08 9/12 10/18
Type Due
FINAL TYPE 6/07 7/15 8/15 9/19 10/24
DISC DUE
CRITICAL DATE 6/13 7/19 8/21 9/25 10/31
FINAL TYPE DISC 6/19 7/24 8/27 10/02 11/06
SHIPS TO PRINTER
Blues (start) 6/27 8/01 9/05 10/10 11/14
On Press (start) 7/01 8/05 9/09 10/14 11/18
Bindery (start) 7/06 8/10 9/14 10/19 11/23
ON-SALE DATE 7/30 9/03 10/08 11/12 12/17
</Table>
8/21/2001
<PAGE>
I-2
PENTHOUSE
LETTERS 2002
<Table>
<Caption>
Maps & Manuscripts
Due 4 weeks prior to
4/C Due Date JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER
______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cover & Pictorial 9/18 10/15 11/15 12/12 1/07 2/05 3/05 4/02 4/30 5/17 6/13
4/C Due
Late 9/25 10/19 11/19 12/17 1/14 2/12 3/12 4/09 5/07 5/24 6/20
4/C Due
Balance 4/C 10/02 10/26 11/27 12/20 1/22 2/19 3/19 4/16 5/14 6/04 7/09
Type Due
FINAL TYPE DISC 10/09 11/01 12/04 1/02 1/28 2/26 3/26 4/23 5/21 6/11 7/16
DUE
CRITICAL DATE 10/16 11/08 12/11 1/07 2/04 3/05 4/02 4/30 5/29 6/19 7/23
FINAL FILMS 10/23 11/15 12/18 1/14 2/11 3/12 4/09 5/07 6/04 6/27 7/30
SHIPS TO PRINTER
Blues (start) 11/01 11/29 1/03 1/24 2/21 3/21 4/18 5/16 6/13 7/11 8/08
On Press (start) 11/03 12/01 1/05 1/26 2/23 3/23 4/20 5/18 6/15 7/13 8/10
Bindery (start) 11/06 12/04 1/06 1/29 2/26 3/26 4/23 5/21 6/18 7/16 8/13
On-Sale Date 12/04 1/01 1/29 2/26 3/26 4/23 5/21 6/18 7/16 8/13 9/10
______________________________________________________________________________________________________________________________
8/21/01
</Table>
<Table>
<Caption>
Maps & Manuscripts
Due 4 weeks prior to
4/C Due Date DECEMBER HOLIDAY JANUARY 2003
________________________________________________________________________________
<S> <C> <C> <C>
Cover & Pictorial 7/15 8/13 9/24
4/C Due
Late 7/22 8/20 10/01
4/C Due
Balance 4/C 7/29 8/26 10/08
Type Due
FINAL TYPE DISC 8/06 9/04 10/16
DUE
CRITICAL DATE 8/13 9/12 10/23
FINAL FILMS 8/23 9/24 10/30
SHIPS TO PRINTER
Blues (start) 9/05 10/03 11/07
On Press (start) 9/07 10/05 11/09
Bindery (start) 9/10 10/08 11/12
On-Sale Date 10/08 11/05 12/10
________________________________________________________________________________
8/21/01
</Table>
<PAGE>
<TABLE>
<CAPTION>
I-3
PENTHOUSE 2002
JUNE
JAN FEB MARCH APRIL MAY POY JULY
PLAY-OFF
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
MANUSCRIPTS DUE
4 WEEKS PRIOR TO 8/04 8/14 10/15 11/14 12/20 1/10 2/7
4/C DUE DATE
EARLY OFFSET
4/COLOR DUE 9/05 10/05 11/05 12/05 1/10 2/01 3/1
F.O.B. & FEATURE
4/COLOR DUE 9/10 10/12 11/09 12/12 1/17 2/08 3/6
LATE
OFFSET 4/COLOR DUE 9/14 10/19 11/14 12/17 1/23 2/13 3/11
FEATURE TYPE, CARTOON
FEATURE, HOUSECALL, 9/19 10/25 11/19 12/21 1/28 2/20 3/14
PREVIEW
OFFSET TYPE SHIPS TO
COMBINE W/4/COLOR 9/24 11/01 11/27 12/27 2/01 2/25 3/19
==================================================================================================================================
LATEST PASTE-UP
FINAL PAGINATION DUE 10/01 11/07 11/30 1/04 2/05 3/01 3/22
W/O O/T
==================================================================================================================================
CRITICAL DATE 10/10 11/14 12/07 1/11 2/11 3/08 3/28
==================================================================================================================================
PICTORIAL TYPE SHIPS 10/10 11/14 12/07 1/11 2/11 3/08 3/28
==================================================================================================================================
AD/EDIT COMBOS
COVER TYPE SHIPS 10/12 11/20 12/13 1/17 2/14 3/14 4/11
OFFSET FILM SHIPS 10/18 11/26 12/19 1/23 2/20 3/20 4/17
US BLUELINES FROM
QUEBECOR DUE 10/25 12/06 1/03 1/31 2/28 3/28 4/25
OFFSET ON PRESS
COVER ON PRESS 10/27 12/06 1/05 2/02 3/02 3/30 4/27
BINDERY STARTS 10/31 12/12 1/09 2/06 3/06 4/03 5/1
==================================================================================================================================
ON-SALE DATE 11/27 1/08 2/05 3/05 4/02 4/30 5/28
==================================================================================================================================
CANADIAN PAGINATION W/
CORRECTIONS 10/22 12/4 1/2 1/29 2/26 3/25 4/30
COVER W/O UPC &
CARTOONS TO INTERNET 10/22 12/4 1/2 1/29 2/26 3/25 4/30
ON-SALE PERIOD 28 28 28 28 28 28 28
HOLIDAYS IN LABOR DAY COLUMBUS DAY THANKSGIVING HANUKKAH MARTIN LUTHER PRESIDENT S PASSOVER
PRODUCTION CYCLE ROSH HASHANAH THANKSGIVING HANUKKAH CHRISTMAS KING DAY DAY GOOD FRIDAY
REDUCE DAYS ALLOWED TO YOM KIPPUR CHRISTMAS NEW YEAR S EASTER
PRODUCE THE ISSUE COLUMBUS DAY
10/1/01
</TABLE>
<TABLE>
<CAPTION>
PENTHOUSE 2002
AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER SPECIAL JANUARY
ANNIVERSARY ISSUE POY'03
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
MANUSCRIPTS DUE
4 WEEKS PRIOR TO 3/4 4/4 5/3 5/24 6/26 7/25 8/14
4/C DUE DATE
EARLY OFFSET
4/COLOR DUE 3/25 4/25 5/24 6/21 7/17 8/15 9/4
F.O.B. & FEATURE
4/COLOR DUE 4/2 5/2 5/30 6/28 7/24 8/21 9/11
LATE
OFFSET 4/COLOR DUE 4/8 5/6 6/4 7/3 7/30 8/26 9/18
FEATURE TYPE, CARTOON
FEATURE, HOUSECALL, 4/12 5/10 6/10 7/11 8/5 9/3 9/25
PREVIEW
OFFSET TYPE SHIPS TO
COMBINE W/4/COLOR 4/18 5/16 6/14 7/17 8/9 9/9 10/2
==================================================================================================================================
LATEST PASTE-UP
FINAL PAGINATION DUE 4/24 5/23 6/21 7/22 8/15 9/13 10/8
W/O O/T
==================================================================================================================================
CRITICAL DATE 5/2 5/30 6/28 7/26 8/22 9/19 10/16
==================================================================================================================================
PICTORIAL TYPE SHIPS 5/2 5/30 6/28 7/26 8/22 9/19 10/16
==================================================================================================================================
AD/EDIT COMBOS
COVER TYPE SHIPS 5/9 6/7 7/5 8/1 8/28 9/25 10/23
OFFSET FILM SHIPS 5/15 6/12 7/10 8/7 9/4 10/2 10/28
US BLUELINES FROM
QUEBECOR DUE 5/23 6/20 7/18 8/15 9/12 10/10 11/7
OFFSET ON PRESS
COVER ON PRESS 5/25 6/22 7/20 8/17 9/14 10/12 11/9
BINDERY STARTS 5/29 6/26 7/24 8/21 9/18 10/16 11/13
==================================================================================================================================
ON-SALE DATE 6/25 7/23 8/20 9/17 10/15 11/12 12/10
==================================================================================================================================
CANADIAN PAGINATION W/
CORRECTIONS 5/28 6/25 7/29 8/26 9/24 N/A N/A
COVER W/O UPC &
CARTOONS TO INTERNET 5/28 6/25 7/29 8/26 9/24 N/A N/A
ON-SALE PERIOD 28 28 28 28 28 28 28
HOLIDAYS IN MEMORIAL DAY JULY 4TH JULY 4TH LABOR DAY LABOR DAY COLUMBUS
PRODUCTION CYCLE ROSH HASHANAH DAY
REDUCE DAYS ALLOWED TO YOM KIPPUR THANKSGIVING
PRODUCE THE ISSUE COLUMBUS DAY
10/1/01
</TABLE>
<TABLE>
<CAPTION>
PENTHOUSE 2002
FEBRUARY
========================================
<S> <C>
MANUSCRIPTS DUE
4 WEEKS PRIOR TO 9/17
4/C DUE DATE
EARLY OFFSET
4/COLOR DUE 10/8
F.O.B. & FEATURE
4/COLOR DUE 10/16
LATE
OFFSET 4/COLOR DUE 10/22
FEATURE TYPE, CARTOON
FEATURE, HOUSECALL, 10/28
PREVIEW
OFFSET TYPE SHIPS TO
COMBINE W/4/COLOR 11/1
========================================
LATEST PASTE-UP
FINAL PAGINATION DUE 11/6
W/O O/T
========================================
CRITICAL DATE 11/13
========================================
PICTORIAL TYPE SHIPS 11/13
========================================
AD/EDIT COMBOS
COVER TYPE SHIPS 11/20
OFFSET FILM SHIPS 11/25
US BLUELINES FROM
QUEBECOR DUE 12/5
OFFSET ON PRESS
COVER ON PRESS 12/7
BINDERY STARTS 12/11
========================================
ON-SALE DATE 1/7/03
========================================
CANADIAN PAGINATION W/
CORRECTIONS N/A
COVER W/O UPC &
CARTOONS TO INTERNET N/A
ON-SALE PERIOD 28
HOLIDAYS IN THANKSGIVING
PRODUCTION CYCLE
REDUCE DAYS ALLOWED TO
PRODUCE THE ISSUE
10/1/01
</TABLE>