CREDIT AGREEMENT Dated as of October 4, 2004, among JOSTENS IH CORP., as Borrower JOSTENS CANADA LTD., as Canadian Borrower JOSTENS SECONDARY HOLDINGS CORP., as Guarantor The Several Lenders from Time to Time Parties Hereto CREDIT SUISSE FIRST BOSTON,...Credit Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing • New York
CREDIT AGREEMENT dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), JOSTENS 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 FIRST BOSTON, as Administrative Agent, and CREDIT SUISSE FIRST BOSTON 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:
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
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”).
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
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”).
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”).
PLEDGE AGREEMENTPledge Agreement • November 12th, 2004 • Jostens IH Corp. • Book printing • New York
PLEDGE AGREEMENT dated as of October 4, 2004, made among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Borrower and Holdings are referred to collectively as the “Pledgors”) 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”).
