EXHIBIT 10.1
Playboy Enterprises, Inc.
Fourth Amendment to Credit Agreement
Xxxxxx 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 by the First Amendment to Credit Agreement dated as of March
31, 1995, the Second Amendment to Credit Agreement dated as of March 5, 1996,
and the Third Amendment to the Credit Agreement dated as of September 11, 1997,
(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 amend a certain financial
covenant contained therein 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, effective as of September 30, 1998, the Credit Agreement shall be and
hereby is amended as follows:
1.01. EBITDA Requirement. Section 8.9 of the Credit Agreement is hereby
amended and as so amended shall be restated in its entirety to read as follows:
"Section 8.9. EBITDA. The Company will, as of the last day of each
fiscal quarter ending during each of the periods specified below,
maintain EBITDA for the four fiscal quarters then ended of not less
than:
From and To and EBITDA shall
Including Including not be less than
--------- --------------------- ----------------
7/1/98 9/30/98 $29,000,000
10/1/98 all times thereafter $30,000,000"
1.02. Applicable Margin. The definition of "Applicable Margin" appearing in
Section 5.1 of the Credit Agreement is hereby amended and as so amended shall be
restated in its entirety to read as follows:
" 'Applicable Margin' means 0% with respect to the Domestic Rate
Portion of the Notes and 2.00% with respect to each LIBOR Portion of
the Notes."
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 Company shall have paid to the Agent for the ratable benefit of
the Lenders a transaction fee in the amount of $25,000.
2.03. No Default or Event of Default shall have occurred and be continuing
as of the date this Amendment would otherwise take effect.
2.04. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Lenders and their counsel.
Upon the satisfaction of the above conditions precedent, this Amendment
shall be effective as of September 30, 1998.
3. 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.
4. Miscellaneous.
4.01. 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
-2-
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.
4.02. 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.
4.03. 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.
-3-
Dated as of November 5, 1998 but effective as of September 30, 1998.
Playboy Enterprises, Inc.
By /s/ Xxxxx Xxxxxx
--------------------------------------
Its EVP & CFO
-----------------------------------
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/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Its Vice President, Treasurer
-----------------------------------
Critics' Choice Video, Inc.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Its Vice President, Treasurer
----------------------------------
Lifestyle Brands, Ltd.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Its Vice President, Treasurer
-----------------------------------
Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.
Xxxxxx Trust And Savings Bank
By /s/ Xxxxx X. Xxxx
--------------------------------------
Its Vice President
----------------------------------
LaSalle National Bank
By /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Its Assistant Vice President
----------------------------------
-4-
