Exhibit 10.2.4
JOINDER TO
MASTER CORPORATE GUARANTY
Reference is made to that certain Amended and Restated Credit
Agreement among PEI Holdings, Inc., a Delaware corporation ("Borrower"), the
various financial institutions as are, or may from time to time become, parties
thereto ("Lenders"), and Bank of America, N.A., as agent for the Lenders
("Agent"), dated as of April 1, 2005 (as such document is amended, restated,
modified or supplemented from time to time, the "Credit Agreement").
In order to induce Agent and the other Lenders to continue to make
advances to Borrower under the Credit Agreement and in accordance with Section
6.10 of the Credit Agreement, each of the undersigned Companies (each, a
"Company"), each a newly formed direct or indirect subsidiary or Wholly-Owned
Restricted Subsidiary (as defined in the Credit Agreement) of Playboy
Enterprises, Inc., a Delaware corporation ("Playboy"), hereby agrees to become a
party to that certain Master Corporate Guaranty, dated as of March 11, 2003 (as
amended, restated, modified or supplemented from time to time, the "Guaranty";
capitalized terms not otherwise defined herein shall have the meanings stated in
the Guaranty), among Playboy, certain direct and indirect subsidiaries of
Borrower and Agent, by executing this Joinder to Master Corporate Guaranty, and
further agrees that, in accordance with the Guaranty on and after the date set
forth below, such Company is a "Guarantor" thereunder and shall be bound by all
the terms, provisions and obligations of the Guaranty.
Each of the Companies hereby agrees that it makes each of the
representations set forth in the Guaranty as of the date set forth below.
In all other respects, the Guaranty shall remain unchanged and in
full force and effect in accordance with its original terms.
[Signatures follow on next page.]
Dated: May 15, 2006
COMPANIES
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XXXXXXX.XXX, INC.,
a Delaware corporation
By Xxxxxx Xxxxxxxx
Its Treasurer
XXXXXXX.XXX INTERNET GAMING, INC.,
a Delaware corporation
By Xxxxxx Xxxxxxxx
Its Treasurer
XXXXXXX.XXX RACING, INC.,
a Delaware corporation
By Xxxxxx Xxxxxxxx
Its Treasurer
XXXXXXX.XXX, INC.,
a Delaware corporation
By Xxxxxx Xxxxxxxx
Its Treasurer
CJI HOLDINGS, INC.,
a Delaware corporation
By Xxxxxx Xxxxxxxx
Its Treasurer
ACCEPTED:
BANK OF AMERICA, N.A.,
as Agent
By Xxxxx X. Xxxxxxxx
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Its Vice President
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