Credit Agreement [Amendment No. 5] - Playboy Enterprises Inc., Harris Trust and Savings Bank and LaSalle Bank
Playboy Enterprises, Inc.
Fifth Amendment To Credit Agreement
Harris Trust and Savings Bank
Chicago, Illinois
LaSalle National Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement dated as of February 10,
1995, as amended (said Credit Agreement as so amended being referred to herein
as the "Credit Agreement") currently in effect by and among, Playboy
Enterprises, Inc., a Delaware corporation (the "Company"), and you (the
"Lenders"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.
The Company hereby applies to the Lenders to increase the amount of the
Revolving Credit Commitments to $40,000,000 and make certain other amendments to
the Credit Agreement, and the Lenders are willing to do so under the terms and
conditions set forth in this Amendment.
1. Amendment.
Upon the satisfaction of the conditions precedent set forth in Section 2
hereof the Credit Agreement shall be and hereby is amended as follows:
1.01. Increase in Revolving Credit Commitments. The amount of each Lender's
Revolving Credit Commitment set forth opposite its name on its signature page to
the Credit Agreement shall be amended and as so amended shall be restated as
follows:
Amount of Revolving
Lender Credit Commitment
Harris Trust and Savings Bank $20,000,000
LaSalle National Bank $20,000,000
Notwithstanding that the increase in the Revolving Credit Commitments
contemplated by Section 1.01 hereof shall not become effective until the
satisfaction of the conditions precedent set forth in Section 2 hereof, for
purposes of calculating the commitment fee payable under Section 3.1 of the
Credit Agreement, the Revolving Credit Commitments of the Lenders shall be
deemed to have been so increased immediately upon the date on which all the
Lenders have executed this Amendment (the "Fifth Amendment Effective Date").
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1.02. Replacement of B-Notes. In replacement for the B-Notes both dated March
5, 1996 in the aggregate face principal amount of $5,000,000 (the "Existing B-
Notes") now outstanding for Loans by the Lenders in excess of $30,000,000 to the
Company pursuant to the Credit Agreement and the other changes made hereby, the
Company shall execute and deliver to each of the Lenders revolving credit notes
in the aggregate face principal amount of $10,000,000 in the form annexed hereto
as Exhibit A-1 (the "New B-Notes") which shall substitute for the Existing B-
Notes. Each New B-Note to a Lender shall evidence such Lender's ratable share of
all Loans now or hereafter outstanding in excess of $30,000,000 under the
Revolving Credit (including such Lender's ratable share of the Loans previously
evidenced by the Existing B-Notes). All references in the Credit Agreement or in
any other instrument or document referring to the Existing B-Notes shall be
deemed references to the New B-Notes.
1.03. Exhibit A-1. Exhibit A-1 of the Credit Agreement shall be replaced with
Exhibit A-1 attached hereto.
2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
2.01. The Company, the Agent and the Lenders shall have executed and delivered
this Amendment.
2.02. The Agent shall have received, for cancellation and return to the
Company, the Existing B-Notes currently held by the Lenders, such Existing B-
Notes to no longer constitute B-Notes for any purpose of the Credit Agreement
upon the Agent's delivery of the same to the Company.
2.03. The Agent shall have received for the account of the Lenders replacement
B-Notes in the form attached hereto as Exhibit A-1.
2.04. The Company shall have executed a Third Supplemental Deed of Trust,
Fixture Filing and Security Agreement with Assignment of Rents (the "Third
Supplement") supplementing the California Mortgage so that the same shall secure
the Revolving Credit as increased hereby.
2.05. No Default or Event of Default shall have occurred and be continuing as
of the date this Amendment would otherwise take effect.
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<PAGE>
3. Condition Subsequent.
The Agent shall have received for the Lenders on or before January 19, 1999
copies of resolutions of the Company's and of each Subsidiary's Board of
Directors ratifying the execution, delivery and performance of this Amendment
and the other Loan Documents to which it is a party and the consummation of the
transactions contemplated hereby and thereby, all certified in each instance by
its Secretary or Assistant Secretary.
4. Representations.
In order to induce the Lenders to execute and deliver this Amendment, the
Company hereby represents to the Lenders that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that for purposes of this
paragraph, (i) the representations contained in Section 6.3 shall be deemed to
include this Amendment as and when it refers to Loan Documents and (ii) the
representations contained in Section 6.5 shall be deemed to refer to the most
recent financial statements of the Company delivered to the Lenders) and the
Company is in full compliance with all of the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.
5. Miscellaneous.
5.01. The Company acknowledges and agrees that all of the Collateral Documents
to which it is a party remain in full force and effect for the benefit and
security of, among other things, the Revolving Credit as modified hereby. The
Company further acknowledges and agrees that all references in such Collateral
Documents to the Revolving Credit shall be deemed a reference to the Revolving
Credit as so modified. The Company further agrees to execute and deliver any and
all instruments or documents as may be required by the Agent or Required Lenders
to confirm any of the foregoing.
5.02. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
5.03. This Amendment may be executed in any number of counterparts, and by the
different parties on different counterpart signature pages, all of which taken
together shall constitute one and the same agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
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<PAGE>
Dated as of December 31, 1998.
Playboy Enterprises, Inc.
By /s/ Robert D. Campbell
-----------------------------------------
Its V.P., Treasurer
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Each of the undersigned acknowledges and agrees that while the following is
not required, each confirms that: (i) all of the Collateral Documents to which
it is a party remain in full force and effect for the benefit and security of,
among other things, the Revolving Credit as modified hereby; (ii) all references
in such Collateral Documents to the Credit Agreement shall be deemed a reference
to the Credit Agreement as amended hereby; (iii) each of the undersigned will
continue to execute and deliver any and all instruments or documents as may be
required by the Agent or Required Lenders to confirm any of the foregoing.
PLAYBOY ENTERTAINMENT GROUP, INC.
By /s/ Robert D. Campbell
-----------------------------------------
Its V.P., Treasurer
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CRITICS' CHOICE VIDEO, INC.
By /s/ Robert D. Campbell
-----------------------------------------
Its V.P., Treasurer
-------------------------------------
LIFESTYLE BRANDS, LTD.
By /s/ Robert D. Campbell
-----------------------------------------
Its V.P., Treasurer
-------------------------------------
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<PAGE>
Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.
Harris Trust And Savings Bank
By /s/ Scott F. Geik
--------------------------
Its Vice President
LaSalle National Bank
By /s/ Melissa Bleiweis
----------------------------
Its Assistant Vice President
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<PAGE>
B-Note
Chicago, Illinois
$5,000,000 December 31, 1998
On the Termination Date, for value received, the undersigned, Playboy
Enterprises, Inc., a Delaware corporation (the "Company"), hereby promises to
pay to the order of Harris Trust and Savings Bank (the "Lender"), at the
principal office of Harris Trust and Savings Bank in Chicago, Illinois, the
principal sum of (i) Five Million and no/100 Dollars ($5,000,000), or (ii) such
lesser amount as may at the time of the maturity hereof, whether by acceleration
or otherwise, be the aggregate unpaid principal amount of all Loans owing from
the Company to the Lender under the Revolving Credit provided for in the Credit
Agreement hereinafter mentioned.
This Note evidences loans constituting part of a "Domestic Rate Portion"
and "LIBOR Portions" as such terms are defined in that certain Credit Agreement
dated as of February 10, 1995, as amended, between the Company, Harris Trust and
Savings Bank, individually and as Administrative Agent thereunder, and the other
Lenders which are now or may from time to time hereafter become parties thereto
(said Credit Agreement, as the same may be amended, modified or restated from
time to time, being referred to herein as the "Credit Agreement") made and to be
made to the Company by the Lender under the Revolving Credit provided for under
the Credit Agreement, and the Company hereby promises to pay interest at the
office described above on each loan evidenced hereby at the rates and at the
times and in the manner specified therefor in the Credit Agreement.
Each loan made under the Revolving Credit provided for in the Credit
Agreement by the Lender to the Company against this Note, any repayment of
principal hereon, the status of each such loan from time to time as part of the
Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion,
the interest rate and Interest Period applicable thereto shall be endorsed by
the holder hereof on a schedule to this Note or recorded on the books and
records of the holder hereof (provided that such entries shall be endorsed on a
schedule to this Note prior to any negotiation hereof). The Company agrees that
in any action or proceeding instituted to collect or enforce collection of this
Note, the entries so endorsed on a schedule to this Note or recorded on the
books and records of the holder hereof shall be prima facie evidence of the
unpaid principal balance of this Note, the status of each such loan from time to
time as part of the Domestic Rate Portion or a LIBOR Portion, and, in the case
of any LIBOR Portion, the interest rate and Interest Period applicable thereto.
This Note is issued by the Company under the terms and provisions of the
Credit Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms
<PAGE>
and with the effects provided in the Credit Agreement. All capitalized terms
used herein without definition shall have the same meanings herein as such terms
are defined in the Credit Agreement.
This Note is issued in substitution and replacement for, and evidences in
part certain of the indebtedness previously evidenced by that certain B-Note of
the Company dated March 5, 1996 payable to the order of the Lender in the face
principal amount of $2,500,000.
This Note shall be construed in accordance with, and governed by, the
internal laws of the State of Illinois without regard to principles of conflicts
of laws.
The Company hereby promises to pay all costs and expenses (including
reasonable attorneys' fees) suffered or incurred by the holder hereof in
collecting this Note or enforcing any rights in any collateral therefor. The
Company hereby waives presentment for payment and demand.
PLAYBOY ENTERPRISES, INC.
By /s/ Robert D. Campbell
-------------------------
Name: Robert D. Campbell
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Title: V.P., Treasurer
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