Exhibit 10.15(qq)

                              SEVENTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                                                              February 17, 2009

PEI Holdings, Inc.
680 North Lake Shore 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,  provided,  that the amendment described in clause (j) below
will be effective retroactively to December 31, 2008:

            (a) The  pricing  grid set forth in the  definition  of  "Applicable
Rate"  contained in Section 1.01 of the Credit  Agreement is hereby  amended and
restated in its entirety as follows:

                                "Applicable Rate

<TABLE>
<CAPTION>
                                                                       Eurodollar Rate
                                                                     Committed Loans and
                                                                       Letter of Credit         Base Rate
 Pricing Level        Financial Covenant          Commitment Fee             Fees            Committed Loans
--------------------------------------------------------------------------------------------------------------
<S>              <C>                                  <C>                   <C>                   <C>
1                Greater than $45,000,000             0.625%                2.00%                 1.00%

2                Greater than $35,000,000,            0.675%                2.25%                 1.00%
                 but less than or equal to
                 $45,000,000
</TABLE>

<PAGE>

<TABLE>
<S>              <C>                                  <C>                   <C>                   <C>
3                Greater than $30,000,000,            0.675%                2.50%                 1.25%
                 but less than or equal to
                 $35,000,000

4                Greater than $25,000,000,            0.675%                3.00%                 1.50%
                 but less than or equal to
                 $30,000,000

5                Greater than $20,000,000,            0.750%                3.25%                 1.75%
                 but less than or equal to
                 $25,000,000

6                Less than or equal to                0.750%                3.75%                2.25%"
                 $20,000,000
</TABLE>

            (b) 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 60% of Net Worth as of December 31, 2008, as
reflected in Playboy's 10-K filing as of such date."

            (c) 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, 2009 through the last day of the applicable quarter,  excluding
      negative results from any quarter, if any."

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

            (e) 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 January 31, 2011."

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

            " 'Net Worth' means the total  assets of Playboy and its  Restricted
      Subsidiaries  plus non-cash charges less Total  Liabilities of Playboy and
      its Subsidiaries, all determined on a consolidated basis and in accordance
      with GAAP."

            (g) Section  2.05(c) of the Credit  Agreement  is hereby  amended by
deleting the  reference to  "$25,000,000"  and  replacing it with a reference to
"$15,000,000".


                                      -2-
<PAGE>

            (h)  Section  2.15 of the Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

            "2.15 Assignment and Aggregate Commitment Increase Option.

            From and after  February 17, 2009,  Borrower shall have the right to
      notify  Agent and Lenders in writing  that it has  identified  one or more
      "New Lenders" (as defined below) that are willing to provide an additional
      Commitment  to Borrower  under this  Agreement in a minimum  amount of not
      less  than Five  Million  Dollars  ($5,000,000)  or a One  Million  Dollar
      ($1,000,000)  increment  in  excess  thereof  up to a maximum  of  Fifteen
      Million Dollars ($15,000,000) in one or more increases.  Such notice shall
      identify the  applicable  third party  financial  institution or financial
      institutions  (which  may  be an  existing  Lender  or  existing  Lenders)
      reasonably acceptable to Agent and Borrower (each, a "New Lender") that is
      or are, as the case may be,  prepared to provide the new  Commitment  or a
      portion thereof and shall specify the amount thereof.  Such new Commitment
      shall be effected by (i) an assignment (an "Assignment") from the existing
      Lenders  (on a pro rata  basis) to the New  Lender(s)  of the  first  Five
      Million  Dollars  ($5,000,000) of such new Commitment and (ii) an increase
      (an  "Increase")  in the  Aggregate  Commitment in the amount by which the
      total new  Commitment  exceeds  Five  Million  Dollars  ($5,000,000).  Any
      Assignment  shall be further  effected as provided in Section 10.07(b) and
      each existing  Lender shall sign an assignment  agreement  effecting  such
      Assignment and any Increase  shall be further  effected by an amendment to
      this  Agreement.  Only the consent of Agent,  each New Lender and Borrower
      shall be required  for such  amendment  to be  effective,  notwithstanding
      anything in Section 10.01 to the contrary.  Each  Assignment  and Increase
      shall become  effective at the date specified in such written notice,  but
      in any event not less than 5 days after the date such  notice is  received
      by Agent,  so long as no Default or Event of  Default is in  existence  on
      such effective date. The  then-existing  Lenders  providing any portion of
      the Increase or the New Lenders, as 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).  Borrower  hereby agrees to pay to Agent an annual agency fee of
      $7,500 per New  Lender,  the first  installment  of which shall be due and
      payable on the date on which such New Lender's  Assignment  or Increase is
      effective  and the  subsequent  installments  of which shall be due on the
      anniversaries of such date."


                                      -3-
<PAGE>

            (i) Section 6.01 of the Credit  Agreement  is hereby  amended by (i)
deleting the word "and" at the end of clause (a) thereof and (ii)  inserting the
following at the end of clause (b) thereof, before the period:

            "; and

            (c) as soon as available,  but in any event within 30 days after the
      end  of  each  fiscal  month  of  Playboy   (other  than  a  fiscal  month
      constituting the last month of a fiscal quarter), a consolidated statement
      of income or operations of Playboy and its Restricted  Subsidiaries  as at
      the end of such  fiscal  month,  setting  forth  in  comparative  form the
      figures for the corresponding fiscal month of the previous fiscal year and
      the corresponding  portion of the previous fiscal year, all certified by a
      Responsible  Officer  of  Playboy  as fairly  presenting  in all  material
      respects the  financial  condition,  results of  operations,  shareholders
      equity  and cash  flows of  Playboy  and its  Restricted  Subsidiaries  in
      accordance with GAAP, subject only to normal year-end adjustments."

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

            "(a) Net Worth.  Maintain Net Worth on the last day of each calendar
      quarter hereafter commencing on March 31, 2009, at least equal to the Base
      Amount plus the Increase Amount applicable as of such day."

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

            "(b) Interest Coverage Ratio. Maintain an Interest Coverage Ratio of
      at least the ratio indicated below for the twelve (12) month period ending
      on each date below:

                                    Date                             Ratios
                                    ----                             ------

              March 31, 2009                                       2.00 : 1.0

              June 30, 2009                                        2.25 : 1.0

              September 30, 2009                                   2.50 : 1.0

              December 31, 2009 and each March 31, June 30,
              September 30 and December 31 thereafter              3.00 : 1.0

            (l) 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
      $5,000,000."


                                      -4-
<PAGE>

            (m) Section  7.02(s) of the Credit  Agreement  is hereby  amended by
deleting the  reference to  "$25,000,000"  and  replacing it with a reference to
"$10,000,000".

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

            "(k)  the  incurrence  by  Playboy,  Borrower  or any  Guarantor  of
      unsecured  Subordinated  Liabilities (in addition to the Convertible  Note
      Debt) in an aggregate  principal amount (or accreted value, as applicable)
      at any  time  outstanding  not to  exceed  $50,000,000,  in  each  case on
      subordination terms reasonably acceptable to Agent;"

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

            "(a)  Playboy,  Borrower and the  Restricted  Subsidiaries  may make
      Restricted  Payments from time to time with the prior  written  consent of
      Agent so long as (i) no Default  or Event of Default is then in  existence
      or would result  therefrom;  and (ii)  immediately  after making each such
      Restricted Payment, Borrower has satisfied the Liquidity Test;"

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

            "(n) [Intentionally omitted.]

            (q)  Section  7.08 of the Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

            "7.08 Limitations in respect of Convertible Note Debt.

            Make any  payment  on,  or with  respect  to, or  purchase,  redeem,
      defease or  otherwise  acquire or retire for value any of the  Convertible
      Note Debt,  other than (a) payments in exchange for or out of the net cash
      proceeds  from the  substantially  concurrent  sale or  issuance of Equity
      Interests of Playboy (other than Disqualified Stock), with the proceeds of
      Indebtedness  with respect to any Subordinated  Liabilities not prohibited
      under this  Agreement or with the proceeds of  Dispositions  which are not
      required to be used to prepay the  Obligations  pursuant to Section  2.05;
      (b) regularly  scheduled  payments by Playboy of  principal,  interest and
      contingent  interest when due on or with respect to the  Convertible  Note
      Debt pursuant to the terms of the  Convertible  Note Documents as amended,
      modified or otherwise altered as permitted hereunder, so long as each such
      payment  is  then  permitted  to be  made  pursuant  to the  terms  of the
      subordination  provisions of the Convertible  Note Indenture,  as amended,
      modified or otherwise altered as permitted herein;  provided, that no Loan
      Party  shall make  Distributions  to Playboy for the purpose of making any
      such payment unless (i) no Event of Default is then in existence, and


                                      -5-
<PAGE>

      (ii)  Borrower is in compliance  with the  covenants  contained in Section
      6.09(a)  and (b)  computed as of the last day of the most  recently  ended
      calendar quarter, but after having given pro forma effect to such payment;
      and (c) payments in respect of the  mandatory  redemption or conversion of
      all or a portion of the  Convertible  Notes  pursuant  to the terms of the
      Convertible Note Indenture,  as amended,  modified or otherwise altered as
      permitted herein (other than a mandatory redemption or conversion due to a
      merger,  consolidation or binding share exchange or a "Fundamental Change"
      (as defined in the Convertible Note Indenture,  as such definition  exists
      on the Closing  Date),  in each case, so long as each such payment is then
      permitted to be made pursuant to the terms of the subordination provisions
      of the  Convertible  Note  Indenture,  as amended,  modified or  otherwise
      altered as  permitted  herein;  provided,  that no Loan  Party  shall make
      Distributions  to Playboy  for the  purpose  of making  any such  payments
      described  in  Section  7.08(c)  unless (A) no Event of Default is then in
      existence,  (B) Borrower is in compliance with the covenants  contained in
      Section  6.09(a) and (b) computed as of the last day of the most  recently
      ended  calendar  quarter,  but after having given pro forma effect to such
      payment,  and (C)  immediately  after  making such  payment,  Borrower has
      satisfied the  Liquidity  Test;  or amend,  modify or otherwise  alter the
      terms of any Convertible Note Documents if the effect of such amendment or
      modification  is to  (1)  increase  the  interest  rate  or  fees  on  the
      Convertible  Note Debt;  (2)  advance  the dates upon  which  payments  in
      respect of the  Convertible  Note Debt are due, or increase the  principal
      amount of the Convertible Note Debt; (3) change the redemption, conversion
      or prepayment provisions of the Convertible Note Debt, other than to defer
      or  reduce  such  redemptions,  conversions  or  prepayments;  (4) add any
      guaranties of or security for the Convertible Note Debt; or (5) modify the
      subordination  provisions of the  Convertible  Note  Indenture in a manner
      materially adverse to Agent or the Lenders;  or designate any Indebtedness
      other  than  the  Obligations  as  "Designated  Senior  Indebtedness"  for
      purposes of the subordination provisions of the Convertible Note Indenture
      without the consent of the Required Lenders."

            (r)  Schedule  2.01 of the Credit  Agreement  is hereby  amended and
restated in its entirety as set forth on Exhibit A attached hereto.

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

            3.  Effectiveness.  This  Seventh  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


                                      -6-
<PAGE>

            (b)  payment to Agent of an upfront  fee equal to  $75,000,  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, 2008, 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  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 March 15, 2009,
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)  Secretary's  Certificates  of  each  of  PEII,  Playboy,  PEGI,
Playboy.com and Spice  Entertainment  Group, Inc.  (collectively,  the "Material
Entities");

            (b)  Reaffirmation  of Guaranty  executed by  Guarantors in favor of
Agent (the "Post-Closing Reaffirmation");


                                      -7-
<PAGE>

            (c)  fully-executed  certified  board  resolutions  of each Material
Entity authorizing the execution of the Post-Closing Reaffirmation;

            (d) certified  copies of the  Certificate/Articles  of Incorporation
for each Material Entity;

            (e) good  standing  certificates  for each  Material  Entity in such
Material Entity's state of incorporation;

            (f)  a  legal   opinion  with  respect  to  the   execution  of  the
Post-Closing Reaffirmation; and

            (g) an executed  Amended and Restated Deed of Trust with  Assignment
of Rents,  Security Agreement and Fixture Filing executed by PEII, together with
a date-down endorsement to the title insurance policy.

            6. Waiver.  Lenders agree that to the extent  Borrower was in breach
of Section  6.09(a) of the Credit  Agreement as of December  31,  2008,  Lenders
hereby waive any such breach.  The foregoing waiver is expressly  intended to be
limited in scope  and,  except as  otherwise  expressly  provided,  shall not be
construed as a waiver,  consent or as an amendment or modification of the Credit
Agreement.

            7.  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.

            8.  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. 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.

                           [Signature Page to Follow]


                                      -8-
<PAGE>


                                         Very truly yours,

                                         BANK OF AMERICA, N.A., as Agent


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

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


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

ACKNOWLEDGED AND AGREED TO
THIS 17th DAY OF FEBRUARY, 2009:

PEI HOLDINGS, INC., as Borrower


By Howard Shapiro
   -----------------------------------------
Its Vice President and Secretary
   -----------------------------------------

Signature Page to Seventh Amendment to Amended and Restated Credit Agreement

<PAGE>


                                    EXHIBIT A

                                 Schedule 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES

Lender                             Commitment                 Pro Rata Share
--------------------------------------------------------------------------------

Bank of America, N.A.              $30,000,000                  100%

                                    Exhibit A

<PAGE>

                                    EXHIBIT B

                                Closing Checklist

                                  See attached.


                                    Exhibit B