Reaffirmation of Guaranty Relating to Amended and Restated Credit Agreement Among PEI Holdings, Inc., Subsidiaries, and Bank of America, N.A.

Summary

This document reaffirms the commitment of various subsidiaries of PEI Holdings, Inc. to guarantee all obligations of PEI Holdings, Inc. under an existing Amended and Restated Credit Agreement with Bank of America, N.A. and other lenders. The parties confirm that their previous guaranty remains in effect, even after the execution of a new amendment to the credit agreement. The reaffirmation ensures that all loan documents and obligations continue unchanged, providing assurance to the lenders.

EX-10.2.2 5 d69749_ex10-22.txt REAFFIRMATION OF GUARANTY Exhibit 10.2.2 REAFFIRMATION OF GUARANTY Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 1, 2005 (as the same may be amended, modified or supplemented from time to time, the "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 a Lender and as agent for the Lenders ("Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. Each of the undersigned hereby acknowledges that it has executed a Master Corporate Guaranty, dated as of March 11, 2003 (as amended through and including the date hereof, the "Guaranty"), of all of the obligations of Borrower to Agent and Lenders under the Credit Agreement and as more fully described in the Guaranty. Each of the undersigned further acknowledges that such Guaranty was reaffirmed pursuant to certain Reaffirmations of Guaranty dated April 1, 2005, March 10, 2006, April 27, 2006 and July 21, 2006, respectively. Each of the undersigned hereby (i) acknowledges and consents to the execution, delivery and performance of the Fifth Amendment to Amended and Restated Credit Agreement (the "Amendment") of even date herewith and (ii) ratifies and affirms the Guaranty in all respects. Each of the undersigned further agrees that each Loan Document to which it is a party shall remain in full force and effect following the execution and delivery of the Amendment and that all references in the Loan Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended or otherwise modified from and after the date hereof. This Reaffirmation of Guaranty may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. * * * * * * Signature Pages Follow IN WITNESS WHEREOF, this Reaffirmation of Guaranty has been duly executed this 28th day of September, 2006. ADULTVISION COMMUNICATIONS, INC. AL ENTERTAINMENT, INC. ALTA LOMA DISTRIBUTION, INC. ALTA LOMA ENTERTAINMENT, INC. ANDRITA STUDIOS, INC. CANDLELIGHT MANAGEMENT LLC By: Playboy TV International, LLC, its Sole Member, By: Playboy Entertainment Group, Inc., its Sole Member CHELSEA COURT HOLDINGS LLC By: Playboy TV International, LLC, its Sole Member, By: Playboy Entertainment Group, Inc., its Sole Member CJI HOLDINGS, INC. CLARIDGE ORGANIZATION, LLC By: Playboy TV International, LLC, its Sole Member, By: Playboy Entertainment Group, Inc., its Sole Member CPV PRODUCTIONS, INC. CYBERSPICE, INC. ICS ENTERTAINMENT, INC. IMPULSE PRODUCTIONS, INC. INDIGO ENTERTAINMENT, INC. ITASCA HOLDINGS, INC. LAKE SHORE PRESS, INC. LIFESTYLE BRANDS, LTD. MH PICTURES, INC. MYSTIQUE FILMS, INC. PLANET PLAYBOY, INC. PLANET SPICE, INC. PLAYBOY.COM, INC. PLAYBOY.COM INTERNET GAMING, INC. PLAYBOY.COM RACING, INC. PLAYBOY CLUB OF HOLLYWOOD, INC. PLAYBOY CLUB OF NEW YORK, INC. PLAYBOY CLUBS INTERNATIONAL, INC. PLAYBOY CRUISE GAMING, INC. PLAYBOY ENTERTAINMENT GROUP, INC. PLAYBOY GAMING INTERNATIONAL, LTD. By: Robert Campbell Name: Robert Campbell Title: Treasurer PLAYBOY GAMING NEVADA, INC. PLAYBOY GAMING UK, LTD. PLAYBOY JAPAN, INC. PLAYBOY MODELS, INC. PLAYBOY OF LYONS, INC. PLAYBOY OF SUSSEX, INC. PLAYBOY PREFERRED, INC. PLAYBOY PROPERTIES, INC. PLAYBOY SHOWS, INC. PLAYBOY TV INTERNATIONAL, LLC By: Playboy Entertainment Group, Inc., its Sole Member PRECIOUS FILMS, INC. SPECIAL EDITIONS, LTD. SPICE DIRECT, INC. SPICE ENTERTAINMENT, INC. SPICE INTERNATIONAL, INC. SPICE NETWORKS, INC. SPICE PRODUCTIONS, INC. SPICETV.COM, INC. STEELTON, INC. TELECOM INTERNATIONAL, INC. WOMEN PRODUCTIONS, INC. By Robert Campbell Name: Robert Campbell Title: Treasurer PLAYBOY ENTERPRISES, INC. PLAYBOY ENTERPRISES INTERNATIONAL, INC. By Robert Campbell Name: Robert Campbell Title: Senior Vice President, Treasurer and Strategic Planning SPICE HOT ENTERTAINMENT, INC. SPICE PLATINUM ENTERTAINMENT, INC. By Catherine A. Zulfer Name: Catherine A. Zulfer Title: Treasurer ACKNOWLEDGED AND AGREED TO THIS 28th DAY OF SEPTEMBER, 2006: BANK OF AMERICA, N.A., as Agent By Anne M. Zeschke Name: Anne M. Zeschke Title: Assistant Vice President