Exhibit 10.1

Portions  of  this  Exhibit  have  been  omitted   pursuant  to  a  request  for
confidential  treatment filed with the Securities and Exchange  Commission.  The
omissions have been indicated by asterisks  ("*****"),  and the omitted text has
been filed separately with the Securities and Exchange Commission.



                               SIXTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                                            September 28, 2007

PEI Holdings, Inc.
680 North Lakeshore Drive
Chicago, Illinois  60611

Ladies and Gentlemen:

                  Reference is hereby made to that certain  Amended and Restated
Credit  Agreement,  dated as of April 1,  2005,  among  PEI  Holdings,  Inc.,  a
Delaware corporation ("Borrower"),  the financial institutions from time to time
party  thereto  ("Lenders"),  and Bank of  America,  N.A.,  as Agent for Lenders
("Agent") (as amended,  supplemented or otherwise  modified to date, the "Credit
Agreement").  Unless  otherwise  defined herein,  capitalized  terms used herein
shall have the meanings provided to such terms in the Credit Agreement.

                  Borrower has  requested  that Agent and Lenders agree to amend
the Credit Agreement in certain  respects,  and Agent and Lenders have agreed to
such amendments, on the terms, and subject to the conditions, contained herein.

                  Therefore,   Borrower,  Agent  and  Lenders  hereby  agree  as
follows:

                  1. Amendments to Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 3 hereof,  the Credit Agreement is hereby
amended as follows:

                  (a) The definition of "Base Amount"  contained in Section 1.01
of the Credit  Agreement  is hereby  amended  and  restated  in its  entirety as
follows:

                  " 'Base  Amount'  means  85% of Net Worth as of  December  31,
            2006, as reflected in Borrower's 10-K filing as of such date."

                  (b) The definition of "Increase  Amount"  contained in Section
1.01 of the Credit  Agreement is hereby  amended and restated in its entirety as
follows:

                  "  'Increase  Amount'  means 50% of Net  Income for the period
            from January 1, 2007 through the last day of the applicable quarter,
            excluding negative results from any quarter, if any."

                  (c) The definition of "Letter of Credit Sublimit" contained in
Section 1.01 of the Credit Agreement is hereby amended by deleting the reference
to "$30,000,000" and replacing it with a reference to "$50,000,000"

<PAGE>

                  (d) The  definition  of "Maturity  Date"  contained in Section
1.01 of the Credit  Agreement is hereby  amended and restated in its entirety as
follows:

                  " 'Maturity Date' means September 28, 2010."

                  (e) The definition of "Net Worth" contained in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety as follows:

                  *****

                  (f) The new  definition of "Sixth  Amendment  Closing Date" is
hereby  inserted  into  Section  1.01 of the  Credit  Agreement  in  appropriate
alphabetical order, as follows:

                  " 'Sixth Amendment Closing Date' means September 28, 2007."


                  (g) The  following  Section 2.15 is hereby added to the Credit
Agreement in the appropriate numeric order:

                  "2.15 Aggregate Commitment Increase Option.

                  From and after  the Sixth  Amendment  Closing  Date,  Borrower
            shall have the right from time to time to notify  Agent and  Lenders
            in writing that it wishes to increase (an  "Increase") the Aggregate
            Commitment  by an  aggregate  amount  of up to  Twenty-Five  Million
            Dollars  ($25,000,000)  in one or more increases,  each in a minimum
            amount of not less than Ten Million Dollars  ($10,000,000)  and Five
            Million Dollars ($5,000,000) increments in excess thereof. Each such
            Increase  shall  become  effective  at the  date  specified  in such
            written  notice,  but in any event  not less than 20 days  after the
            date such notice is received by Agent,  so long as (a) no Default or
            Event of Default is in existence on such  effective date and (b) the
            Borrower,  at its  option,  either (i)  obtains  the  consent of the
            then-existing Lenders to increase their Commitments by the aggregate
            amount of such  Increase,  (ii)  obtains  the consent of other third
            party  financial  institutions  reasonably  acceptable  to Agent and
            Borrower ("New Lenders") to provide new Commitments in the aggregate
            amount  of  such  Increase  or  (iii)  obtains  the  consents  of  a
            combination of then-existing  Lenders and New Lenders to provide the
            aggregate amount of such Increase by increasing their Commitments or
            providing new Commitments, as applicable. Any Increase or portion of
            an Increase  provided by then-existing  Lenders shall be effected by
            an amendment to this  Agreement;  the addition of new Commitments by
            New Lenders  shall be effected by an  amendment  to this  Agreement;
            provided  all  such  amendments  will be  effective  with  only  the
            signatures of the Agent,  the Borrower,  each  then-existing  Lender
            increasing  its  commitment  and  each New  Lender,  notwithstanding
            anything in Section 10.01 to the contrary. The then-existing Lenders
            providing  any  portion  of the  Increase  or the  New  Lenders,  as

                                      -2-
<PAGE>

            applicable,  shall accept an assignment  from the existing  Lenders,
            and  the  existing   Lenders   shall  make  an   assignment  to  the
            then-existing  Lenders  providing any portion of the Increase or the
            New  Lenders,  as  applicable,  of a direct  interest  in each  then
            outstanding  Committed Loan such that,  after giving effect thereto,
            all credit  exposure  hereunder  is held  ratably by the  Lenders in
            proportion of their respective  Commitments.  In each case, Borrower
            will issue to each affected Lender new Revolving Notes to the extent
            required by Section 10.07(c)."

                  (h) Section 2.05(d) of the Credit  Agreement is hereby amended
by deleting the reference to "clauses (a)-(r)" and replacing it with a reference
to "clauses (a)-(s)".

                  (i) Section 5.12 of the Credit  Agreement is hereby amended by
deleting each  reference to the "Closing Date" and replacing it with a reference
to the "Sixth Amendment Closing Date".

                  (j) Section 6.09(a) of the Credit  Agreement is hereby amended
by deleting the  reference to "March 31, 2005" and replacing it with a reference
to "September 30, 2007".

                  (k) Section 6.09(c) of the Credit  Agreement is hereby amended
and restated in its entirety as follows:

                  "(c) Capital  Expenditures.  Not to spend or incur obligations
            (including the total amount of any capital  leases) to acquire fixed
            assets,  excluding any such obligations  incurred as a result of the
            build-out of office space ("Build-Out  Obligations")  which has been
            reimbursed by the applicable  landlord  (provided that the Borrower,
            Playboy  and  Restricted  Subsidiaries  of Playboy  may  exclude any
            Build-Out  Obligations  for the fiscal year in which such  Build-Out
            Obligations are incurred to the extent the Borrower,  Playboy or the
            applicable  Restricted  Subsidiary reasonably expects the applicable
            landlord to  reimburse  such Person for such  Build-Out  Obligations
            within  six  months  of the  date  such  Build-Out  Obligations  are
            incurred;  provided  further,  that,  to the extent  the  applicable
            landlord  does  not  so  reimburse  the  Borrower,  Playboy  or  the
            applicable  Restricted  Subsidiary by the last day of such six month
            period  (such  last  day,  the  "Reimbursement  Deadline")  for such
            Build-Out  Obligations  (such  unreimbursed  amounts are hereinafter
            referred  to as the  "Unreimbursed  Amounts"),  the  Borrower  shall
            include  such  Unreimbursed  Amounts  in the  amount of  obligations
            incurred  for  purposes  of this  Section  6.09(c)  (to  the  extent
            previously excluded) for the fiscal year in which such Reimbursement
            Deadline  occurs;  provided  further  that,  to the extent  that the
            applicable  landlord later  reimburses the Borrower,  Playboy or the
            applicable  Restricted  Subsidiary for any  previously  Unreimbursed
            Amounts,   then  any   subsequent   reimbursements   of   previously
            Unreimbursed Amounts may be deducted for purposes of calculating the
            amount of obligations  incurred for purposes of this Section 6.09(c)
            for the fiscal year in which

                                      -3-
<PAGE>

            reimbursement  is actually  received),  for more than Twenty Million
            Dollars  ($20,000,000)  in any single fiscal year on a  consolidated
            basis."

                  (l) Section 6.10 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

                  "6.10 Additional Guarantors.

                  Notify   Agent  at  the  time  that  any   Person   becomes  a
            Wholly-Owned   Restricted   Subsidiary  of  Playboy;   and  promptly
            thereafter,  cause each such Person that (i) at the time such notice
            is given  (A) owns at least  10% of the book  value of the  combined
            assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy
            (calculated  as of the most  recent  month end for  which  financial
            statements are available) or (B) is otherwise  requested by Agent or
            (ii) at the time  such  notice  is given  earns at least  10% of the
            combined earnings of all of the Wholly-Owned Restricted Subsidiaries
            of Playboy  during any 12 month  period  (calculated  as of the most
            recent month end for which  financial  statements  are available) or
            (C) is  otherwise  requested  by  Agent,  (a)  other  than a Foreign
            Subsidiary,  to become a Guarantor by executing  and  delivering  to
            Agent a Loan Guaranty or Loan Guaranty  joinder in a form reasonably
            acceptable to Agent, (b) other than a Foreign Subsidiary, to deliver
            to Agent  documents  reasonably  necessary  to  grant to Agent  (and
            permit  Agent to  perfect) a Lien on the  personal  property of such
            Person to the extent permitted herein,  (c) to cause the appropriate
            Person to deliver to Agent a Pledge  Agreement  granting  to Agent a
            Lien on the Equity  Interests  of such Person  (excluding  China and
            Gibraltar, unless otherwise agreed by Agent and Borrower) and (d) to
            deliver to Agent  documents of the types  referred to in clause (iv)
            of Section  4.01(a) and  favorable  opinions  of counsel  (including
            in-house  counsel) to such Person  (which shall  cover,  among other
            things, the legality, validity, binding effect and enforceability of
            the  documentation  referred  to in clauses  (a),  (b) and (c)),  as
            applicable,  all in form, content and scope reasonably  satisfactory
            to Agent; provided, that compliance with clauses (b), (c) and (d) of
            this Section  6.10 shall not be required  with respect to any Person
            until 60 days after request  therefor by Agent (which request may be
            made by Agent in its sole discretion); provided further that, if any
            Person becomes a Wholly-Owned Restricted Subsidiary of Playboy after
            the Sixth Amendment  Closing Date (other than Foreign  Subsidiaries)
            but does not meet the  thresholds  set forth in clauses  (i) or (ii)
            above at the time the Borrower gives the Agent notification thereof,
            but  subsequently  such  Person  meets the  thresholds  set forth in
            clause (i) or (ii) above, or the Agent otherwise requests, the Agent
            may request the Borrower  thereafter  to cause the  requirements  of
            clauses  (a),  (b), (c) and (d) above to be met with respect to such
            Person  within 60 days of any request  therefor by the Agent and the
            Borrower shall cause such requirements to be satisfied in accordance
            with  such  request.  The  Borrower  shall  deliver  to  the  Agent,
            concurrently with the delivery of the financial  statements referred
            to in Section 6.01(a) and the Compliance

                                      -4-
<PAGE>

            Certificate  delivered  with respect  thereto,  with respect to each
            Person that becomes a Wholly-Owned  Restricted Subsidiary of Playboy
            (other than a Foreign  Subsidiary) after the Sixth Amendment Closing
            Date,  a  calculation  of (i) the book  value of the  assets of such
            Wholly-Owned Restricted Subsidiary as a percentage of the book value
            of  the  combined  assets  of all  of  the  Wholly-Owned  Restricted
            Subsidiaries of Playboy  (calculated as of the most recent month end
            for  which   financial   statements  are  available)  and  (ii)  the
            percentage   of  the  earnings  of  such   Wholly-Owned   Restricted
            Subsidiary  as a percentage  of the combined  earnings of all of the
            Wholly-Owned  Restricted Subsidiaries of Playboy (calculated for the
            most recently ended 12 month period for which  financial  statements
            are available)."

                    (m)  Section  7.01(ee)  of the  Credit  Agreement  is hereby
amended and restated in its entirety as follows:

                  "(ee)  Liens  not  otherwise   permitted   hereunder  securing
Indebtedness  in a  principal  amount at any time  outstanding  not in excess of
$15,000,000."

                    (n)  Section  7.02(i)  of the  Credit  Agreement  is  hereby
amended and restated in its entirety as follows:

                   "(i) Investments  made after the Sixth Amendment Closing Date
in joint  ventures to which  Playboy,  Borrower or a  Restricted  Subsidiary  of
Playboy is party and not otherwise permitted  hereunder,  in an aggregate amount
not to exceed $20,000,000,  so long as each such joint venture is in the same or
a similar line of business as Playboy, Borrower or a Restricted Subsidiary;"

                    (o)  Section  7.02(n)  of the  Credit  Agreement  is  hereby
amended and restated in its entirety as follows:

                   "(n)  advances  to  officers,   directors  and  employees  of
Borrower  and  Subsidiaries  made after the Sixth  Amendment  Closing Date in an
aggregate amount not to exceed $2,000,000 at any time outstanding;"

                    (p) Section  7.02(q) of  the  Credit  Agreement  is  hereby
amended and restated in its entirety as follows:

                   "(q) Investments existing on the Sixth Amendment Closing Date
            and set forth on Schedule  7.02 and any  modification,  replacement,
            renewal  or  extension  thereof;  provided,  that the  amount of the
            original  investment  is not  increased  except by the terms of such
            investment or as otherwise permitted by this Section 7.02;"

                                      -5-
<PAGE>

                    (q)  Section  7.02(s)  of  the  Credit  Agreement is  hereby
amended and restated in its entirety as follows:

                   "(s)  Investments  not  otherwise  permitted hereunder in any
            Person having an aggregate  fair market value  (measured on the date
            each  such   Investment  was  made  and  without  giving  effect  to
            subsequent  changes in value),  when taken  together  with all other
            Investments  made  pursuant  to this  clause  (s)  since  the  Sixth
            Amendment Closing Date, do not exceed $25,000,000."

                    (r) Section  7.03(c)  of  the  Credit  Agreement is  hereby
amended and restated in its entirety as follows:

                   "(c) Indebtedness  outstanding on the Sixth Amendment Closing
Date and listed on Schedule 7.03;"

                    (s) Section  7.03(d) of  the  Credit  Agreement  is  hereby
amended and restated in its entirety as follows:

                   "(d) Indebtedness  in respect of Capital  Lease  Obligations,
            Synthetic Lease Obligations,  mortgage financings and purchase money
            obligations to acquire, construct or improve fixed or capital assets
            within  the  limitations  set forth in  Section  7.01(g);  provided,
            however,   that  the   aggregate   principal   amount  of  all  such
            Indebtedness  incurred after the Sixth Amendment Closing Date at any
            one time outstanding shall not exceed $7,500,000."

                    (t) Section  7.03(i)  of  the Credit  Agreement  is  hereby
amended and restated in its entirety as follows:

                   "(i) the incurrence by Foreign Subsidiaries after the Sixth
            Amendment  Closing Date  of  Indebtedness  in an aggregate principal
            amount at any time outstanding not to exceed $5,000,000;"

                    (u) Section  7.05(a) of  the  Credit  Agreement is  hereby
amended and restated in its entirety as follows:

                   "(a) (i)  any  single   transaction   or  series  of  related
            transactions that involves assets having a fair market value of less
            than  $5,000,000  and an  aggregate  fair market  value for all such
            Dispositions (A) in the period from the Sixth Amendment Closing Date
            through and including  December 31, 2007 of less than $7,500,000 and
            (B) in any other  fiscal year of less than  $7,500,000  and (ii) any
            Dispositions  made in the  period  from  January  1,  2007 up to but
            excluding the Sixth Amendment Closing Date;"

                                      -6-
<PAGE>

                   (v) *****

                   (w) Section 7.06(e) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "(e) so long as no Default or Event of Default is in existence
            or would result  therefrom,  any Equity  Interests of Playboy or any
            Restricted Subsidiary of Playboy held by (a) any member of Playboy's
            (or any of its Restricted  Subsidiaries') management pursuant to any
            management equity  subscription  agreement or stock option agreement
            or (b) any employee benefit plan for employees,  directors or former
            directors,  may be  repurchased,  redeemed,  defeased,  acquired  or
            retired,  provided that exclusive of the Equity Interests  described
            on Schedule 7.06(e), the aggregate amount of cash consideration paid
            for all such repurchased,  redeemed,  defeased,  acquired or retired
            Equity  Interests  shall not  exceed  $250,000  in any  twelve-month
            period  commencing after the Sixth Amendment  Closing Date, with any
            unused portion available for future periods;"

                   (x) Section 7.06(n) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "(n) so long as no Default or Event of Default is in existence
            or would result  therefrom,  Playboy,  Borrower  and the  Restricted
            Subsidiaries  may make Restricted  Payments not otherwise  permitted
            hereunder  in an amount not to exceed  $5,000,000  in the  aggregate
            during  the  period  (i) up to but  excluding  the  Sixth  Amendment
            Closing Date and (ii) in an amount not to exceed  $5,000,000  in the
            aggregate  during the period from the Sixth  Amendment  Closing Date
            through and including the Maturity Date."

                   (y) Section 7.11(c) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "(c)  advances  to  employees  made after the Sixth  Amendment
            Closing Date for moving,  entertainment and travel expenses, drawing
            accounts and similar expenditures in the ordinary course of business
            and in any case in an aggregate  amount  outstanding  not  exceeding
            $2,000,000 at any time;"

                   (z)  Section  10.07(b)(v)  of the Credit Agreement  is hereby
amended and restated in its entirety as follows:

                  "(v)  except  in the case of an  assignment  to a Lender or an
            Affiliate  of a  Lender,  if no  Default  or  Event of  Default  has
            occurred  and  is  then  continuing,   Borrower   consents  to  such
            assignment  (such  consent  not  to  be  unreasonably   withheld  or
            delayed)"

                                      -7-
<PAGE>

                  (aa) Schedules 5.12, 7.02 and 7.03 to the Credit Agreement are
amended  and  restated  in their  entirety  in the  forms  of the  corresponding
Schedules attached hereto as Exhibit A.

                  2.  Scope.  Except as amended  hereby,  the  Credit  Agreement
remains unchanged and in full force and effect.

                  3. Effectiveness. This Sixth Amendment to Amended and Restated
Credit Agreement (the  "Amendment")  shall be effective when executed by Lenders
and Agent and agreed to by Borrower,  and returned to Agent,  together  with the
following, all in form and substance reasonably satisfactory to Agent:

                  (a) the  agreements,  instruments  and  documents set forth on
Exhibit B hereto (other than as provided in Section 5 hereof); and

                  (b) payment to Agent of an upfront  fee equal to $87,500,  for
the benefit of Lenders in accordance with their respective Pro Rata Shares.

                  4.  Representations  and  Warranties.  To  induce  Lenders  to
execute and deliver this Amendment,  Borrower hereby  represents and warrants to
Lenders on the date hereof that, after giving effect to this Amendment:

                  (a) All representations  and warranties  contained in the Loan
Agreement  and the other Loan  Documents  are true and  correct in all  material
respects  on and as of the date of this  Amendment,  except to the  extent  such
representations  and warranties  expressly  relate solely to an earlier date (in
which case such representations and warranties shall be true and accurate in all
material respects as of such earlier date), and except that the  representations
and  warranties  contained in  subsections  (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements  furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01.

                  (b) No  Default  or Event of  Default  has  occurred  which is
continuing.

                  (c) Since  December 31,  2006,  no event or  circumstance  has
occurred that has had or would reasonably be expected to have a Material Adverse
Effect.

                  (d) This Amendment, and the Loan Agreement, as amended hereby,
constitute valid and binding obligations of Borrower and are enforceable against
Borrower in accordance with their respective terms, except as enforceability may
be limited by applicable bankruptcy, insolvency,  reorganization,  moratorium or
similar Laws  affecting the  enforcement of creditors'  rights  generally and by
general equitable  principles  (whether  enforcement is sought by proceedings in
equity or at law).

                  (e) The execution  and delivery by Borrower of this  Amendment
does not require the consent or approval of any Person, except such consents and
approvals  as  have  been  obtained  except  for  any  such  approval,  consent,
exemption, authorization or other

                                      -8-
<PAGE>

action, or notice of filing that has been made, obtained or given or that if not
obtained would not be reasonably likely to have a Material Adverse Effect.

                  5. Post-Closing Agreements. Borrower hereby agrees to deliver,
or cause to be delivered,  the following items to Agent on or before October 12,
2007, each in form and substance reasonably  satisfactory to Agent, and Borrower
hereby  agrees  that any failure to do so shall  constitute  an Event of Default
under the Credit  Agreement  unless the time for such  delivery is  postponed by
Agent in its sole discretion:

                  (a)  Fully-executed  certified  board  resolutions  of Playboy
authorizing the execution of the Reaffirmation of Guaranty of even date herewith
among Guarantors and Agent (the "Reaffirmation"); and

                  (b) A legal  opinion with respect to the  execution by Playboy
of the Reaffirmation.

                  6.  Severability.  If any  provision of this  Amendment or the
other Loan Documents is held to be illegal,  invalid or  unenforceable,  (a) the
legality,  validity  and  enforceability  of the  remaining  provisions  of this
Amendment and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties  shall  endeavor in good faith  negotiations  to replace the
illegal, invalid, or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible  to that of the  illegal,  invalid or
unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                  7. Counterparts. This Amendment 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.

                                      -9-
<PAGE>


                  8.  Governing  Law. THIS  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF ILLINOIS;  PROVIDED THAT
BORROWER,  AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS  ARISING  UNDER FEDERAL
LAW.

                                       Very truly yours,

                                       BANK OF AMERICA, N.A., as Agent


                                       By   /s/ Michael Brashler
                                            ------------------------------------
                                       Its  Vice President
                                            ------------------------------------

                                       BANK OF AMERICA, N.A., as a Lender


                                       By   /s/ Craig W. McGuire
                                            ------------------------------------
                                       Its  Senior Vice President
                                            ------------------------------------

                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as a Lender


                                       By   /s/ Sara J. Flynn
                                            ------------------------------------
                                       Its  Officer
                                            ------------------------------------



ACKNOWLEDGED AND AGREED TO
THIS 28th DAY OF SEPTEMBER, 2007:

PEI HOLDINGS, INC., as Borrower


By   /s/ Robert D. Campbell
     -----------------------------------
Its  Treasurer
     -----------------------------------

<PAGE>



                                    EXHIBIT A

                                Updated Schedules

                                  See attached.

<PAGE>

                                    EXHIBIT B

                                Closing Checklist

                                  See attached.