Visant Holding Corp. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • April 6th, 2006 • Visant Corp • Jewelry, precious metal • New York
Visant Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $350,000,000 principal amount of its 8 ¾% Senior Notes due 2013, which will be issued pursuant to the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CREDIT AGREEMENT dated as of September 23, 2014 among VISANT CORPORATION, as Borrower, VISANT SECONDARY HOLDINGS CORP., as Holdings, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent,...Credit Agreement • September 29th, 2014 • Visant Corp • Jewelry, precious metal • New York
CREDIT AGREEMENT, dated as of September 23, 2014, among VISANT CORPORATION, a Delaware corporation (the “Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.
CREDIT AGREEMENT Dated as of September 22, 2010, among VISANT CORPORATION, as Borrower, JOSTENS CANADA LTD., as Canadian Borrower, VISANT SECONDARY HOLDINGS CORP., as Guarantor, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG,...Credit Agreement • September 27th, 2010 • Visant Corp • Jewelry, precious metal • Ontario
CREDIT AGREEMENT dated as of September 22, 2010, among VISANT CORPORATION, a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, as Administrative Agent, and CREDIT SUISSE AG, TORONTO BRANCH, as Canadian Administrative Agent.
Jostens IH Corp. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing • New York
Jostens IH Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $500,000,000 principal amount of its 7 5/8% Senior Subordinated Notes due 2012, which are guaranteed by the Guarantors identified in the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2010 • Visant Corp • Jewelry, precious metal • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 22, 2010, by and between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as BNY Midwest Trust Company), as trustee (the “Trustee”) to the Indenture, dated as of December 2, 2003 (the “Indenture”).
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • April 1st, 2005 • Visant Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT, dated as of , 200 (the “Grant Date”) is made by and between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
SECURITY AGREEMENTSecurity Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing • New York
THIS SECURITY AGREEMENT dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), JOSTENS IH CORP., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such undersigned subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative Agent and CREDIT SUISSE FIRST BOSTON TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Timothy M. LarsonEmployment Agreement • August 14th, 2012 • Visant Corp • Jewelry, precious metal • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 9, 2012 (the “Effective Date”) by and between Jostens, Inc. (the “Company”), a wholly owned subsidiary of Visant Corporation (“Visant”) and Timothy M. Larson (the “Executive”), and amends and restates the Amended and Restated Employment Agreement entered into as of October 7, 2011.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 14th, 2007 • Visant Corp • Jewelry, precious metal • New York
CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) dated May 10, 2007 by and among Visant Holding Corp., a Delaware corporation (the “Company”), Visant Corporation, a Delaware corporation (the “Employer”) and Paul B. Carousso (“Executive”).
PURCHASE AGREEMENTPurchase Agreement • April 6th, 2006 • Visant Corp • Jewelry, precious metal • New York
Visant Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $350,000,000 principal amount of the Notes of the Company, specified above (the “Securities”). As used herein, the term “Subsidiaries” shall mean all subsidiaries of the Company existing as of the Time of Delivery and the term “Operative Documents” shall mean this Agreement (including the counterparts to be executed at the Time of Delivery), the Registration Rights Agreement (as defined below), the Indenture (as defined below) and the Securities.
SEPARATION AGREEMENTSeparation Agreement • March 31st, 2015 • Visant Corp • Jewelry, precious metal • New York
SEPARATION AGREEMENT (the “Agreement”) dated March 27, 2015 by and among Visant Holding Corp., a Delaware corporation (the “Company”), Visant Corporation, a Delaware corporation (“Visant” or the “Employer”) and Paul B. Carousso (“Executive”).
FORM OF AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTExecutive Supplemental Retirement Agreement • March 28th, 2013 • Visant Corp • Jewelry, precious metal
THIS AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT is effective as of the 31st day of December, 2012 (the “Effective Date”) by and between Visant Holding Corp., a Delaware corporation (“Visant”), and (hereinafter “Employee”).
EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTExecutive Supplemental Retirement Agreement • March 28th, 2007 • Visant Corp • Jewelry, precious metal
THIS AGREEMENT is effective as of this day of , (the “Effective Date”) by and between , a corporation, a wholly owned subsidiary of , a corporation (“[Employer]”), and, and (hereinafter “Employee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Marc L. ReischEmployment Agreement • May 18th, 2010 • Visant Corp • Jewelry, precious metal • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 17, 2010 by and between Visant Holding Corp. (“VHC”), Jostens, Inc. (“Jostens”) and Marc Reisch, and further amends and restates the Amended and Restated Employment Agreement entered into as of December 19, 2008 by and between VHC and Marc Reisch (the “Executive”) (which prior agreement amended and restated an employment agreement originally entered into by and between VHC and Executive on October 4, 2004 (the “Original Effective Date”)).
STOCK PURCHASE AGREEMENT among JOSTENS, INC., VISANT CORPORATION, SOLELY WITH RESPECT TO SECTION 12.13, AMERICAN ACHIEVEMENT GROUP HOLDING CORP. and THE SELLERS PARTY HERETO Dated as of November 19, 2013Stock Purchase Agreement • November 20th, 2013 • Visant Corp • Jewelry, precious metal • New York
This STOCK PURCHASE AGREEMENT dated as of the 19th day of November, 2013 (as amended or otherwise modified from time to time, this “Agreement”), is entered into by and among Jostens, Inc., a Delaware corporation (the “Buyer”), American Achievement Group Holding Corp., a Delaware corporation (the “Company”), Visant Corporation, a Delaware corporation (the “Guarantor”), solely with respect to Section 12.13, and each holder of outstanding equity interests of the Company (each, a “Seller” and collectively, the “Sellers”), and American Achievement Holdings LLC, in its capacity as Sellers’ Representative.
ContractCredit Agreement • March 1st, 2011 • Visant Corp • Jewelry, precious metal • New York
AMENDMENT NO. 1 dated as of March 1, 2011 (this “Amendment”), to the Credit Agreement dated as of September 22, 2010 (the “Credit Agreement”), among VISANT CORPORATION, a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, as Administrative Agent, and CREDIT SUISSE AG, TORONTO BRANCH, as Canadian Administrative Agent.
ContractNote • November 21st, 2013 • Visant Corp • Jewelry, precious metal • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
AMENDMENT NO. 2 dated as of May 28, 2009 (this “Amendment”), to the Credit Agreement dated as of October 4, 2004, as amended by Amendment No. 1 and Agreement with respect thereto dated as of December 21, 2004 (as so amended, the “Credit Agreement”),...Credit Agreement • June 1st, 2009 • Visant Corp • Jewelry, precious metal • New York
US GUARANTEEUs Guarantee • November 12th, 2004 • Jostens IH Corp. • Book printing • New York
US GUARANTEE (this “Guarantee”) dated as of October 4, 2004, made among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), each of the subsidiaries of JOSTENS IH CORP., a Delaware corporation (the “Borrower”), listed on Annex A hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Holdings are referred to collectively as “Guarantors”) and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative Agent and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 13th, 2014 • Visant Corp • Jewelry, precious metal • Delaware
This Indemnification Agreement is dated as of , 2014 (this “Agreement”) and is between Visant Holding Corp., a Delaware corporation (“Visant” and together with its wholly owned subsidiaries for which Indemnitee serves as a director, individually or collectively, the “Company”), and [Name of director] (“Indemnitee”).
CANADIAN GUARANTEECanadian Guarantee • November 12th, 2004 • Jostens IH Corp. • Book printing • New York
CANADIAN GUARANTEE (this “Guarantee”) dated as of October 4, 2004, made among JOSTENS IH Corp., a Delaware corporation, (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the subsidiaries of the Borrower listed on Schedule 1 hereto (the “US Subsidiary Guarantors”, and together with the Borrower, Holdings and any other Person that may become a party hereto by executing a Supplement to this Guarantee substantially in the form of Annex A to this Guarantee, collectively, the “Canadian Guarantors” and each a “Canadian Guarantor”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, CREDIT SUISSE FIRST B
CANADIAN SECURITY AGREEMENTCanadian Security Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing • Ontario
THIS CANADIAN SECURITY AGREEMENT (this “Security Agreement”) dated as of October 4, 2004, among, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), together with each other Person who from time to time is required to become a party hereto pursuant to Section 9.11 of the Credit Agreement referenced below (each a “Guarantor” and, collectively, the “Guarantors”; the Canadian Borrower and the Guarantors are referred to collectively as the “Grantors”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among JOSTENS IH CORP., a Delaware corporation (the “Borrower”; the Canadian Borrower and the Borrower are referred to collectively as the “Borrowers”), the Canadian Borrower, JOSTE
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • March 30th, 2006 • Visant Corp • Jewelry, precious metal
WHEREAS, John R. DePaul (“Executive”) entered into that certain Executive Employment Agreement with Von Hoffmann Corporation, a Delaware corporation (the “Company”), dated as of September 5, 2003 (the “Original Agreement” and as amended hereby, the “Agreement”); and
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 21st, 2012 • Visant Corp • Jewelry, precious metal
This First Amendment to Limited Liability Company Agreement (this “Amendment”) of The Lehigh Press LLC, a Delaware limited liability company (the “Company”), is entered into as of March 9, 2012, by Visant Corporation, a corporation existing under the laws of the State of Delaware, as the sole member (the “Member”) of the Company.
December 28, 2007 Mr. Michael Bailey Eagan, MN 55122 Re: Separation Agreement Dear Mike:Separation Agreement • March 26th, 2008 • Visant Corp • Jewelry, precious metal • New York
This letter agreement (the “Letter Agreement”) will confirm our agreement regarding your separation from service with Visant Corporation (“VC”) and its direct and indirect subsidiaries, including Jostens, Inc. (“Jostens”) (together with VC, “Visant”). You will separate from employment with Visant, and resign from any officer or director positions you may hold with Visant, effective January 7, 2008 (the “Effective Date of Separation”), so long as your employment is not terminated for Cause by Visant or Jostens prior to such date. Any capitalized terms used but not defined herein will have the meaning set forth in the 2004 Stock Option Plan for Key Employees of Visant Holding Corp. (f/k/a Jostens Holding Corp.) and Its Subsidiaries, that certain Management Stockholder’s Agreement entered into by and between you and Jostens Holding Corp. dated March 17, 2005 (the “Management Stockholder’s Agreement”), and/or those certain Stock Option Agreements entered into by and between you and Visant
AGREEMENT AND PLAN OF MERGER by and among PHOENIX COLOR CORP., VISANT CORPORATION, COYOTE HOLDCO ACQUISITION COMPANY LLC, Louis LaSorsa (As Stockholders’ Representative) AND THE STOCKHOLDERS NAMED ON THE SIGNATURE PAGES HERETO Dated as of February 11,...Merger Agreement • February 15th, 2008 • Visant Corp • Jewelry, precious metal • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2008, by and among Visant Corporation, a Delaware corporation (“Visant” or “Parent”), Coyote Holdco Acquisition Company LLC, a Delaware limited liability company (“Merger Sub”), Phoenix Color Corp., a Delaware corporation (“Phoenix” or “Company”), Louis LaSorsa, as Stockholders’ Representative, and the Stockholders named on the signature pages hereto (as defined below).
STOCK PURCHASE AGREEMENT by and among Visant Corporation, R.R. Donnelley & Sons Company and, solely for purposes of Section 5.8 hereof, Visant Holding Corp. Dated as of January 2, 2007Stock Purchase Agreement • January 5th, 2007 • Visant Corp • Jewelry, precious metal • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 2, 2007, by and among Visant Corporation, a Delaware corporation (“Visant”), R.R. Donnelley & Sons Company, a Delaware corporation (“Buyer”) and, solely for purposes of Section 5.8 hereof, Visant Holding Corp., a Delaware corporation.
March 20, 2008 Mr. Michael Bailey Eagan, MN 55122 Re: Amended and Restated Separation Agreement Dear Mike:Separation Agreement • March 26th, 2008 • Visant Corp • Jewelry, precious metal • New York
This letter agreement (the “Letter Agreement”) will confirm our agreement regarding your separation from service with Visant Corporation (“VC”) and its direct and indirect subsidiaries, including Jostens, Inc. (“Jostens”) (together with VC, “Visant”). This Letter Agreement amends and restates the original copy of this agreement dated December 28, 2007 (the “December 2007 Agreement”), solely for purposes of clarifying the circumstances under which you will be deemed in breach of this Letter Agreement, and addressing the disposition of your equity. Nothing herein modifies the release and waiver of claims given by you pursuant to the December 2007 Agreement (the “Release and Waiver of Claims”). You will separate from employment with Visant, and resign from any officer or director positions you may hold with Visant, effective January 7, 2008 (the “Effective Date of Separation”), so long as your employment is not terminated for by Visant or Jostens for your Breach prior to such date. Any ca
ContractPatent Security Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing
PATENT SECURITY AGREEMENT, dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”) and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).
Form of Rabbi Trust AgreementRabbi Trust Agreement • May 18th, 2010 • Visant Corp • Jewelry, precious metal • New York
This Agreement (the “Trust Agreement”), made this [__] day of May, 2010, by and among Visant Holding Corp. (“VHC”) and Jostens, Inc. (“Jostens” and together with VHC, the “Company”) and WELLS FARGO BANK, N.A., (the “Trustee”),
EMPLOYMENT AGREEMENT Charles W. MootyEmployment Agreement • March 28th, 2014 • Visant Corp • Jewelry, precious metal • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of November 19, 2013 (the “Effective Date”) by and between Jostens, Inc. (“Jostens” or the “Company”), and Charles W. Mooty (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • August 27th, 2015 • Visant Corp • Jewelry, precious metal • New York
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of August 24, 2015 (the “Execution Date”), is entered into by and between Marc L. Reisch (“Reisch”) and Visant Holding Corporation, a Delaware corporation (the “Company”).
CANADIAN PLEDGE AGREEMENTPledge Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing • Ontario
PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of October 4, 2004, made among JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), any other person that may become a party by executing a supplement to this Pledge Agreement substantially in the form of Annex A to this Pledge Agreement (the “Canadian Subsidiary Pledgors”, each a “Canadian Subsidiary Pledgor”; together with the Canadian Borrower, the “Canadian Pledgors” and each a “Canadian Pledgor”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware Corporation (the “Borrower”), the Canadian Borrower, JOSTENS SECONDARY HOLDINGS CORP., a Delaware Corporation, the Lenders, CREDIT SUISSE FIRST BOSTON, as administrative agent and the Canadian Administrative Agent.
ContractCopyright Security Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing
COPYRIGHT SECURITY AGREEMENT, dated as of October 4, 2003, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”)and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).
ContractTrademark Security Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing
TRADEMARK SECURITY AGREEMENT, dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”) and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).
