Exhibit 99.2
This instrument prepared by and
after recording return to:
Xxxxxx X. Xxxxx, Esq.
GOLDBERG, KOHN, BELL, BLACK,
XXXXXXXXXX & MORITZ, LTD.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
FIRST AMENDMENT TO DEED OF TRUST WITH ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
(Los Angeles County, California)
THIS FIRST AMENDMENT TO DEED OF TRUST WITH ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING ("Amendment"), is made as of September
15, 2004, by and between PLAYBOY ENTERPRISES INTERNATIONAL, INC., a Delaware
corporation ("Trustor"), and BANK OF AMERICA, N.A., as Agent ("Agent") for
various lenders ("Lenders").
RECITALS
A. Pursuant to the terms of a certain Credit Agreement dated as of
March 11, 2003 (said Credit Agreement, together with all amendments,
supplements, modifications and replacements thereof, being hereinafter
referred to as the "Credit Agreement"), Agent and Lenders agreed to make loans
to PEI HOLDINGS INC. ("Borrower") and extend other financial accommodations to
Borrower in an aggregate amount of $30,000,000, consisting of (i) revolving
loans in an aggregate principal amount not to exceed $20,000,000 (the "Loans")
with a maturity date of March 11, 2006, and (ii) obligations of Borrower under
certain Swap Contracts (as defined in the Credit Agreement) not to exceed
$10,000,000 (the "Swap Obligations"). Trustor, among others, has executed and
delivered to Agent and Lenders a certain Master Corporate Guaranty dated as of
March 11, 2003 (said Master Corporate Guaranty, together with all amendments,
supplements, modifications and full or partial replacements thereof, being
hereinafter referred to the "Guaranty"), guarantying the obligations of
Borrower to repay the Loans and the Swap Obligations. The Guaranty is secured
by a certain Deed of Trust with Assignment of Rents, Security Agreement and
Fixture Filing dated as of March 11, 2003 and recorded with the Recorder's
Office in Los Angeles County, California on March 13, 2003 in the Official
Records as Instrument No. 03 0717740 (the "Deed of Trust").
B. Concurrently herewith, Borrower, Agent and Lenders are entering
into a certain Second Amendment to Credit Agreement of even date herewith,
pursuant to which, among other things, the Loans are being increased from
$20,000,000 to $30,000,000 (the "Amended Loans") and the maturity date is
being extended to September 1, 2007. The notes evidencing the Loans are being
amended and restated in their entirety by one or more notes in the aggregate
principal amount of $30,000,000 (said notes, together with all amendments,
supplements, modifications and replacements thereof, being hereinafter
referred to as the "Amended Notes"). Trustor has executed and delivered to
Agent a certain Reaffirmation of Guaranty of even date herewith.
C. The parties hereto now desire to amend the Deed of Trust to secure
the increase in the obligations secured by the Guaranty.
AGREEMENTS
1. The Recitals hereto are hereby incorporated by this reference into
the Deed of Trust.
2. The Deed of Trust is hereby amended to secure the increased amount
of the obligations secured by the Guaranty.
3. All references in the Deed of Trust to the "Loans" shall mean the
Amended Loans.
4. All references in the Deed of Trust to the "Notes" shall mean the
Amended Notes.
5. The Deed of Trust is hereby amended to conform to the provisions
hereof. Except as modified hereby, the Deed of Trust shall remain in full
force and effect in accordance with its original terms.
6. Trustor hereby acknowledges, agrees and reaffirms the Deed of
Trust, as hereby amended, as security for the Guaranty of indebtedness in the
maximum aggregate principal amount of $40,000,000, and Trustor further
acknowledges, agrees and reaffirms that the Deed of Trust retains a first lien
priority on the real estate encumbered by the Deed of Trust, subject only to
the Permitted Encumbrances (as defined in the Deed of Trust).
IN WITNESS WHEREOF, the undersigned have executed this Amendment on
the date first above written.
PLAYBOY ENTERPRISES INTERNATIONAL,
INC., a Delaware corporation
By /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Print Name Xxxxxx X. Xxxxxxxx
---------------------
Its SVP and Treasurer
----------------------------
BANK OF AMERICA, N.A., as Agent
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Print Name Xxxxx X. Xxxxxxxx
--------------------
Its Vice President
---------------------------
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
On September 15 , 2004, before me, Xxxxx X. Xxxxx , a Notary Public,
personally appeared Xxxxxx X. Xxxxxxxx , the SVP and Treasurer of PLAYBOY
ENTERPRISES INTERNATIONAL, INC., a Delaware corporation, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument, the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Xxxxx X. Xxxxx
------------------------------
Notary Public
(SEAL) "OFFICIAL SEAL"
XXXXX X. XXXXX
Notary Public, State of Illinois
My Commission Expires 11-24-2007
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
On September 14 , 2004, before me, Xxxxx Xxxxxx , a Notary Public,
personally appeared Xxxxx X. Xxxxxxxx , the vice president of BANK OF AMERICA,
N.A., who proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on
the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxx Xxxxxx
--------------------------------
Notary Public
(SEAL) OFFICIAL SEAL
XXXXX XXXXXX
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 02-01-2005
Exhibit A
Legal Description
Parcel 1:
All that portion of Xxx 00, xx Xxxxx Xx. 0000, in the City of Los Angeles,
County of Los Angeles, State of California, as per map recorded in Book 121
Page(s) 64 to 66 of maps, in the office of the County Recorder of said County,
lying Southeasterly of a line parallel with and distant 40 feet Northwesterly,
measured at right angles from the Southeasterly line of said Lot 33.
Parcel 2:
Xxx 00, xx Xxxxx Xx. 0000, in the City of Los Angeles, County of Los Angeles,
State of California, as per map recorded in Book 121 Page(s) 64 to 66 of maps,
in the office of the County Recorder of said County.
Said Parcels 1 and 2 are described as a whole as follows:
Beginning at the Southeasterly corner of said Lot 34; thence South 69(degree)
25' 00' West 486.35 feet to a point on the Northeasterly right of way line of
Mapleton Drive; thence North 59(degree) 21' 40" West along the Northeasterly
right of way line line of Mapleton Drive, a distance of 13.00 feet to the
beginning of a tangent curve, concave Northeasterly having a radius of 448.78
feet; thence Northeasterly along said curve through a central angle of
24(degree) 17' 15" an arc length 190.24 feet to the most Westerly corner of of
said Lot 34; thence North 26(degree) 21' 56" East 483.11 feet to a point in
the Southwesterly right of way line of Charing Cross Road; thence South
77(degree) 40' 30" East along the Southwesterly right of way line of Charing
Cross Road a distance of 121.65 feet to the beginning of a tangent curve,
concave Northwesterly having a radius of 80.00 feet; thence easterly and
Northeasterly along said curve through a central angel of 64(degree)40' 43" an
arc length of 90.31 feet; thence South 87(degree) 29' 00" East 41.18 feet to
the Northeast corner of said Lot 34; thence South 20(degree) 35' 00" East
along the Easterly line of of said Lot 34, a distance of 426.09 feet to the
point of beginning.
Assessor's Parcel No: 0000-000-000
