Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 21st, 2004 • AAC Group Holding Corp. • New York
AAC Group Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $131,500,000 principal amount at maturity of its 10.25% Senior Discount Notes due October 1, 2012. As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Purchase AgreementPurchase Agreement • December 21st, 2004 • AAC Group Holding Corp. • New York
AAC Group Holding Corp., a Delaware corporation (the “Company”), which owns 100% of the shares of common stock of AAC Holding Corp., which is the holder of 100% of the shares of common stock of American Achievement Corporation proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co., (the “Purchaser”), an aggregate of $131,500,000 principal amount at maturity of the 10.25% Senior Discount Notes due 2012 of the Company, specified above (the “Securities”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Offering Circular (as defined below) under the heading “Description of Notes.”
