Common use of Permitted Payments and Transactions Clause in Contracts

Permitted Payments and Transactions. 86 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness Schedule 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral Agreement EXHIBIT F Form of Subsidiary Guarantee EXHIBIT G Form of L/C Participation Certificate EXHIBIT H Form of Swing Line Loan Participation Certificate EXHIBIT I Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Closing Certificate EXHIBIT K-2 Form of Credit Parties Closing Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31, 2002, among JOSTENS, INC., a Minnesota corporation (the "Borrower"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such capacities, the "Co-Lead Arrangers"and "Co-Bookrunners").

Permitted Payments and Transactions. 86 88 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness Schedule 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C B Term Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral Agreement EXHIBIT F Form of Subsidiary Guarantee EXHIBIT G Form of L/C Participation Certificate EXHIBIT H Form of Swing Line Loan Participation Certificate EXHIBIT I Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower Company EXHIBIT K-1 Form of Borrower Closing Certificate EXHIBIT K-2 Form of Credit Parties Closing Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31May 10, 20022000, among JOSTENS, INC., a Minnesota corporation (the "Company"), AMERICAN YEARBOOK COMPANY, INC., a Kansas ------- corporation and Subsidiary of the Company, as joint and several borrowers hereunder (together with the Company, the "Borrowers" and, individually, a --------- "Borrower"), the several lenders from time to time parties hereto (the -------- "Lenders"), CHASE SECURITIES INC., DEUTSCHE BANK SECURITIES INC.. and XXXXXXX ------- SACHS CREDIT PARTNERS L.P., as Co-Lead Arrangers (in such capacities, the "Co- -- Lead Arrangers"), BANKERS TRUST COMPANY, as syndication agent (in such capacity, -------------- the "Syndication Agent"), JPMORGAN CHASE BANKXXXXXXX XXXXX CREDIT PARTNERS L.P., formerly known as documentation ----------------- agent (in such capacity, the "Documentation Agent"), and THE CHASE MANHATTAN ------------------- BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC). and X.X. XXXXXX SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such capacities, the "Co-Lead Arrangers"and "Co-Bookrunners").--------------------

Permitted Payments and Transactions. 86 105 12.16 [RESERVED].......................................................................... 105 12.17 Certain Provisions Regarding Alabama Mortgaged Property............................. 105 SCHEDULES Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Fee Grid Schedule 5.7 6.7 Litigation Schedule 5.12 6.12 Subsidiaries Schedule 5.13 6.13 Fee and Leased Properties Schedule 5.15(b6.15(b) UCC Filing Offices Schedule 5.16 6.16 Patents, Trademarks and Copyrights Schedule 8.1(a6.17 Environmental Schedule 9.1(a) Existing Indebtedness Schedule 8.2(h9.2(h) Existing Liens Schedule 8.3(d9.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Term Loan Note EXHIBIT B Form of Revolving Credit Note EXHIBIT B-1 Form of Tranche A Term Note C [RESERVED] EXHIBIT B-2 Form of Tranche C Term Note EXHIBIT C D Form of Swing Line Note EXHIBIT D E Form of Assignment and Acceptance EXHIBIT E F Form of Collateral Agreement EXHIBIT F G-1 Form of Holdings Guarantee EXHIBIT G-2 Form of Subsidiary Guarantee EXHIBIT G Form of L/C Participation Certificate EXHIBIT H Form of Swing Line Loan Participation Certificate Holdings Pledge Agreement EXHIBIT I Form of Subsection 4.11(d)(25.11(d)(2) Certificate EXHIBIT J-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 1-2 Form of Opinion of General Counsel to the Borrower Comp EXHIBIT K-1 Form of Borrower Holdings Closing Certificate EXHIBIT K-2 Form of Credit Parties Company Closing Certificate AMENDED AND RESTATED EXHIBIT K-3 Form of Subsidiaries Closing Certificate EXHIBIT L Form of Mortgage iv CREDIT AGREEMENT, dated as of July 31June 11, 20022003, among JOSTENSXXXXXX HOLDING CO. (DE), INC., a Minnesota Delaware corporation (the "BorrowerCompany"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES . CITIGROUP GLOBAL MARKETS INC., as syndication agent (in such capacity, the "Syndication Agent"). CITIGROUP GLOBAL MARKETS INC. and X. X. XXXXXX SECURITIES, INC., as joint lead arrangers and joint bookrunners (in such capacity, the "Arrangers"), and JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC." and, as Co-Lead Arrangers and Co-Bookrunners (in such capacitiestogether with the Syndication Agent, the "Co-Lead Arrangers"and "Co-BookrunnersAgents").

Permitted Payments and Transactions. 86 91 Schedule I I-A List of Addresses for Notices; Lending Offices; Continuing Commitment Amounts Schedule II Pricing Grid I-B Refinanced Commitment Amounts Schedule 5.7 Litigation Schedule 5.12 Subsidiaries 3.5(a) Existing Letters of Credit Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 B Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral Company Security Agreement EXHIBIT F Form of Subsidiary Holdings Guarantee EXHIBIT G Form of Holdings Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Mortgage EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT I Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 K-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP in Existing Credit Agreement EXHIBIT J-2 K-2 Form of Opinion of General Counsel to the Borrower Xxxxxx, Xxxx & Xxxxxxxx EXHIBIT K-1 L Form of Borrower Subsection 4.11(d)(2) Certificate EXHIBIT M-1 Form of Company Closing Certificate EXHIBIT K-2 M-2 Form of Credit Parties Holdings Closing Certificate EXHIBIT N Form of Borrowing Base Certificate EXHIBIT O Form of Warehouseman Notice AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31October ___, 20021996, among JOSTENS, PRIMECO INC., a Minnesota Texas corporation (the "BorrowerCOMPANY"), the several lenders from time to time parties hereto (the "LendersLENDERS"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative AgentADMINISTRATIVE AGENT") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as Co-Lead Arrangers and Co-Bookrunners collateral agent for the Lenders (in such capacities, the "Co-Lead Arrangers"and "Co-BookrunnersCOLLATERAL AGENT").

Permitted Payments and Transactions. 86 148 12.16 Co-Arrangers; Administrative Agent...........................149 12.17 Certain Provisions Regarding Alabama Mortgaged Property......149 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing and Commitment Fee Grid Schedule 5.7 Litigation III Qualified Account Debtors Schedule 5.12 6.11 Taxes Schedule 6.12 Subsidiaries Schedule 5.13 6.13 Fee and Leased Properties Schedule 5.15(b6.15(b) UCC Filing Offices Schedule 5.16 6.16 Patents, Trademarks and Copyrights Schedule 8.1(a9.1(a) Existing Indebtedness Schedule 8.2(h9.2(h) Existing Liens Schedule 8.3(d9.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A A-1 Form of B Term Loan Note EXHIBIT A-2 Form of C Term Loan Note EXHIBIT B Form of Revolving Credit Note EXHIBIT B-1 C Form of Tranche A Term Receivables Financing Note EXHIBIT B-2 Form of Tranche C Term Note EXHIBIT C D Form of Swing Line Note EXHIBIT D E Form of Assignment and Acceptance EXHIBIT E F-1 Form of Collateral Company Security Agreement EXHIBIT F F-2 Form of Subsidiary Security Agreement EXHIBIT G-1 Form of Holdings Guarantee EXHIBIT G-2 Form of Subsidiary Guarantee EXHIBIT G H-1 Form of L/C Participation Certificate Company Pledge Agreement EXHIBIT H H-2 Form of Swing Line Loan Participation Certificate Holdings/Subsidiary Pledge Agreement EXHIBIT I Form of Subsection 4.11(d)(25.11(d)(2) Certificate EXHIBIT J-1 Form of Opinion of XxxxxxGibsxx, Xxxx Xxnn & Xxxxxxxx LLP Xrutxxxx XXX EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower Company EXHIBIT K-1 Form of Borrower Holdings Closing Certificate EXHIBIT K-2 Form of Credit Parties Company Closing Certificate AMENDED AND RESTATED EXHIBIT K-3 Form of Subsidiaries Closing Certificate EXHIBIT L Form of Mortgage EXHIBIT M Form of Borrowing Base Certificate EXHIBIT N Form of Letter of Credit Request CREDIT AGREEMENT, dated as of July 31November 24, 20021997, among JOSTENSWERNXX XXXDING CO. (DE), INC., a Minnesota Delaware corporation (the "BorrowerCOMPANY"), the several lenders from time to time parties hereto (the "LendersLENDERS"), DEUTSCHE BANK SECURITIES INC.BANKERS TRUST COMPANY, as administrative agent for the Lenders and as co-arranger (in such capacity, the "ADMINISTRATIVE AGENT"), MERRXXX XXXCX XXXITAL CORPORATION, as syndication agent and as co-arranger (in such capacity, the "SYNDICATION AGENT" and, together with the Administrative Agent, the "CO- ARRANGERS"), THE CHASE MANHATTAN BANK, as documentation agent (in such capacity, the "Syndication AgentDOCUMENTATION AGENT")) and GOLDXXX XXXHX XXXDIT PARTNERS, JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporationL.P., as administrative co-agent for (the Lenders (in such capacity"CO-AGENT", and together with the Administrative Agent, the Syndication Agent and the Documentation Agent, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such capacities, the "Co-Lead Arrangers"and "Co-BookrunnersAGENTS").

Permitted Payments and Transactions. 86 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing and Commitment Fee Grid Schedule 5.7 Litigation 3.5 Existing Letters of Credit Schedule 5.11 Taxes Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness Schedule 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Note B [Intentionally Omitted] EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E E-1 Form of Collateral Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F Form of Subsidiary Guarantee EXHIBIT G G-1 Form of Company Pledge Agreement EXHIBIT G-2 Form of Subsidiary Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Swing Line Loan Participation Certificate EXHIBIT I J Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 K [Intentionally Omitted] EXHIBIT L-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 L-2 Form of Credit Parties Subsidiaries Closing Certificate AMENDED AND RESTATED EXHIBIT M Form of Mortgage CREDIT AGREEMENT, dated as of July 31June 17, 20021997, as amended and restated as of September 3, 1999 (this "AGREEMENT"), among JOSTENSFALCON BUILDING PRODUCTS, INC., a Minnesota Delaware corporation (the "BorrowerCOMPANY"), the several lenders from time to time parties hereto (the "LendersLENDERS"), DEUTSCHE BANK CHASE SECURITIES INC.. ("CSI"), as syndication lead arranger and book manager (the "ARRANGER"), BANKERS TRUST COMPANY, as documentation agent (in such capacity, the "Syndication AgentDOCUMENTATION AGENT"), JPMORGAN CHASE BANK, formerly known as and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such capacities, the "Co-Lead Arrangers"and "Co-BookrunnersADMINISTRATIVE AGENT").

Permitted Payments and Transactions. 86 100 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid List of Letters of Credit Schedule 5.7 Litigation 5.1(b) Capital Stock Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 B Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral Company Security Agreement EXHIBIT F F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Swing Line Loan Participation Certificate EXHIBIT I J Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 K-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 K-2 Form of Opinion of General Counsel to the Borrower Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP EXHIBIT K-1 L-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 L-2 Form of Credit Parties Subsidiaries Closing Certificate AMENDED AND RESTATED EXHIBIT L-3 Form of Holdings Closing Certificate EXHIBIT M Form of Mortgage Counterpart - iv - CREDIT AGREEMENT, dated as of July 31October 30, 20021996, among JOSTENS, INCTWCC ACQUISITION CORP., a Minnesota Massachusetts corporation ("AcquisitionCo" or as hereinafter defined to the extent provided in such definition, the "BorrowerCompany") (to be merged with and into The Xxxxxxx Xxxxxx Company, a Massachusetts corporation ("Carter's"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK CHASE SECURITIES INC.. ("CSI") and BT SECURITIES CORPORATION ("BTSC"), as arrangers (the "Arrangers"), CSI, as advisor to the Company in connection with the Merger (as defined below) and the other transactions contemplated hereby, BANKERS TRUST COMPANY, as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANKXXXXXXX XXXXX CREDIT PARTNERS L.P. ("Xxxxxxx Sachs"), formerly known as documentation agent (in such capacity, the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such capacities, the "Co-Lead Arrangers"and "Co-Bookrunners").

Permitted Payments and Transactions. 86 91 SCHEDULES Schedule I I-A List of Addresses for Notices; Lending Offices; Continuing Commitment Amounts Schedule II Pricing Grid I-B Refinanced Commitment Amounts Schedule 5.7 Litigation Schedule 5.12 Subsidiaries 3.5(a) Existing Letters of Credit Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 B Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral Company Security Agreement EXHIBIT F Form of Subsidiary Holdings Guarantee EXHIBIT G Form of Holdings Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Mortgage EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT I K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx xx Existing Credit Agreement EXHIBIT K-2 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXXIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 M-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 M-2 Form of Credit Parties Holdings Closing Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as EXHIBIT N Form of July 31, 2002, among JOSTENS, INC., a Minnesota corporation (the "Borrower"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such capacities, the "Co-Lead Arrangers"and "Co-Bookrunners").Borrowing Base Certificate EXHIBIT O Form of Warehouseman Notice

Permitted Payments and Transactions. 86 90 SCHEDULES Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation 3.5(c) Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 B Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral E-1 Company Security Agreement EXHIBIT F Form of E-2 Subsidiary Security Agreement EXHIBIT F-1 Holdings Guarantee EXHIBIT F-2 Subsidiary Guarantee EXHIBIT G G-1 Holdings Pledge Agreement EXHIBIT G-2 Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Swing Line Loan Participation Certificate EXHIBIT I J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT J-2 Form of Opinion of Bryax Xxxx XXX EXHIBIT K Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 L-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 L-2 Form of Credit Parties Holdings Closing Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31December 8, 20021997, among JOSTENSCSK AUTO, INC., a Minnesota an Arizona corporation (the "BorrowerCompany"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") ), and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as Co-Lead Arrangers and Co-Bookrunners documentation agent for the Lenders (in such capacitiescapacity, the "Co-Lead Arrangers"and "Co-BookrunnersDocumentation Agent").

Permitted Payments and Transactions. 86 91 SCHEDULES Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation 3.5(c) Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Tranche B Note EXHIBIT B-1 Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term B-1 Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral E-1 Company Security Agreement EXHIBIT F Form of E-2 Subsidiary Security Agreement EXHIBIT F-1 Holdings Guarantee EXHIBIT F-2 Subsidiary Guarantee EXHIBIT G G-1 Holdings Pledge Agreement EXHIBIT G-2 Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Swing Line Loan Participation Certificate EXHIBIT I J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT J-2 Form of Opinion of Bryax Xxxx XXX EXHIBIT K Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 L-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 L-2 Form of Credit Parties Holdings Closing Certificate EXHIBIT L-3 Form of Subsidiary Closing Certificate 6 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31June 30, 20021999, among JOSTENSCSK AUTO, INC., a Minnesota an Arizona corporation (the "BorrowerCompany"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") ), and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as Co-Lead Arrangers and Co-Bookrunners documentation agent for the Lenders (in such capacitiescapacity, the "Co-Lead Arrangers"and "Co-BookrunnersDocumentation Agent").

Permitted Payments and Transactions. 86 97 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation 3.5(c) Outstanding Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b5.15(a) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Intellectual Property Schedule 6.1(m) Appraised Assets Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 B Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Guarantee and Collateral Agreement EXHIBIT F Form of Subsidiary Guarantee EXHIBIT G Form of L/C Participation Certificate EXHIBIT H G Form of Swing Line Loan Participation Certificate EXHIBIT I H-1 Form of Opinion of Gibson, Dunn & Crutcher LLP EXHIBIT H-2 Form of Opinion of Brxxx Xxve XXX EXXXXXX X Form of Subsection 4.11(d)(2) Certificate EXHIBIT Certxxxxxxx XXHIBIT J-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP Company Closing Certificate EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Holdings Closing Certificate EXHIBIT K-2 J-3 Form of Credit Parties Subsidiary Closing Certificate AMENDED AND RESTATED EXHIBIT K Form of Borrowing Base Certificate CREDIT AGREEMENT, dated as of July 31December 21, 20022001, among JOSTENSCSK AUTO, INC., a Minnesota an Arizona corporation (the "BorrowerCompany"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC.), CREDIT SUISSE FIRST BOSTON, as Co-Lead Arrangers and Co-Bookrunners syndication agent for the Lenders (in such capacitiescapacity, the "Co-Lead Arrangers"and Syndication Agent"Co-Bookrunners) and UBS AG, STAMFORD BRANCH, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 86 94 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation 3.5(c) Letters of Credit Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Tranche B Note EXHIBIT B-1 Form of Tranche A Term B-1 Note EXHIBIT B-2 Form of Tranche C Term B-2 Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Collateral E-1 Company Security Agreement EXHIBIT F Form of E-2 Subsidiary Security Agreement EXHIBIT F-1 Holdings Guarantee EXHIBIT F-2 Subsidiary Guarantee EXHIBIT G G-1 Holdings Pledge Agreement EXHIBIT G-2 Company Pledge Agreement EXHIBIT G-3 Subsidiary Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Swing Line Loan Participation Certificate EXHIBIT I J-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT J-2 Form of Opinion of Bryax Xxxx XXX EXHIBIT J-3 Form of Opinion of Ryan, Xxanxxx & Xleveland PLLC, Washington counsel to the Company EXHIBIT K Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 L-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 L-2 Form of Credit Parties Holdings Closing Certificate EXHIBIT L-3 Form of Subsidiary Closing Certificate THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31September 30, 20021999, among JOSTENSCSK AUTO, INC., a Minnesota an Arizona corporation (the "BorrowerCompany"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES ), DLJ CAPITAL FUNDING, INC., a Delaware corporation, as Co-Lead Arrangers and Co-Bookrunners syndication agent for the Lenders (in such capacitiescapacity, the "Co-Lead Arrangers"and Syndication Agent"Co-Bookrunners) and LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent").

Permitted Payments and Transactions. 86 97 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing Grid Schedule 5.7 Litigation Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness to Remain Outstanding Schedule 8.2(h) 8.2 Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B-1 B Form of Tranche A Term Note EXHIBIT B-2 Form of Tranche C Term Loan Note EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E E-1 Form of Collateral Company Security Agreement EXHIBIT F E-2 Form of Subsidiary Security Agreement EXHIBIT F-1 Form of Holdings Guarantee EXHIBIT F-2 Form of Subsidiary Guarantee EXHIBIT G G-1 Form of Holdings Pledge Agreement EXHIBIT G-2 Form of Company Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT H I Form of Landlord Lien Waiver EXHIBIT J Form of Swing Line Loan Participation Certificate EXHIBIT I K-1 Form of Opinion of Gibsxx, Xxnn & Xrutxxxx XXX EXHIBIT K-2 Form of Opinion of Arizona Counsel EXHIBIT L Form of Subsection 4.11(d)(2) Certificate EXHIBIT J-1 M-1 Form of Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP EXHIBIT J-2 Form of Opinion of General Counsel to the Borrower EXHIBIT K-1 Form of Borrower Company Closing Certificate EXHIBIT K-2 M-2 Form of Credit Parties Holdings Closing Certificate AMENDED AND RESTATED EXHIBIT N Form of Borrowing Base Certificate CREDIT AGREEMENT, dated as of July 31October 30, 20021996, among JOSTENSCSK AUTO, INC., a Minnesota an Arizona corporation (the "BorrowerCompany"), the several lenders from time to time parties hereto (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES LEHMXX XXXMERCIAL PAPER INC., a Delaware corporation, as Co-Lead Arrangers and Co-Bookrunners documentation agent for the Lenders (in such capacitiescapacity, the "Co-Lead Arrangers"and "Co-BookrunnersDocumentation Agent").