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:
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 25th, 2009 • AAC Group Holding Corp. • Jewelry, precious metal • New York
SECOND SUPPLEMENTAL INDENTURE , dated as of February 25, 2009 (this “Second Supplemental Indenture”), among American Achievement Group Holding Corp., a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND NORMAN C. SMITHEmployment Agreement • November 22nd, 2006 • AAC Group Holding Corp. • Jewelry, precious metal
This Agreement amends the agreement between Commemorative Brands, Inc. (the “Company”) and Norman C. Smith (the “Executive”) captioned “Employment Agreement” and dated as of January 14, 2000, as amended and in effect on the date immediately prior to the effective date hereof (the “Employment Agreement”). All capitalized terms used in this Agreement shall have the meaning ascribed to them in the Employment Agreement, unless otherwise expressly provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2005 • AAC Group Holding Corp. • Jewelry, precious metal • Texas
This Employment Agreement (“Agreement”) is entered into as of this 16th day of December, 1996, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto (collectively referred to as the “Company”) and PARKE H. DAVIS (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2010 • AAC Group Holding Corp. • Jewelry, precious metal • Texas
This Employment Agreement (“Agreement”) is entered into as of this 16 day of April, 2010, by and between AMERICAN ACHIEVEMENT CORPORATION and any successors thereto (collectively referred to as the “Company”) and DONALD J. PERCENTI (“Executive”).
First Amendment To The Employment Agreement By and Between Commemorative Brands, Inc. And Norm SmithEmployment Agreement • November 22nd, 2006 • AAC Group Holding Corp. • Jewelry, precious metal
This Agreement amends the agreement between Commemorative Brands, Inc. (the “Company”) and Norm Smith (the “Executive”) captioned Employment Agreement dates as of January 14, 2000, and as amendment in effect on the date immediately prior to the effective date hereof (the “Employment Agreement”). All capitalized terms used in this Agreement shall have the meaning ascribed to them in the Employment Agreement, unless expressly provided herein.
LOGO] AMERICAN ACHIEVEMENT CORPORATIONAAC Group Holding Corp. • May 3rd, 2005 • Jewelry, precious metal
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2006 • AAC Group Holding Corp. • Jewelry, precious metal • Texas
This Employment Agreement (“Agreement”) is entered into as of this 21st day of August, 2006, by and between EDUCATIONAL COMMUNICATIONS, INC. and any successors thereto (collectively referred to as the “Company”) and Carol Lynn Martens (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2005 • AAC Group Holding Corp. • Jewelry, precious metal • Texas
This Employment Agreement (“Agreement”) is entered into as of this 10th day of August, 2005, by and between AMERICAN ACHIEVEMENT CORPORATION and any successors thereto (collectively referred to as the “Company”) and DONALD J. PERCENTI (“Executive”).
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.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2006 • AAC Group Holding Corp. • Jewelry, precious metal • Texas
This Employment Agreement (“Agreement”) is entered into as of this 14th day of January, 2000, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto (collectively referred to as the “Company”) and NORMAN C. SMITH (“Executive”).
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 21st, 2009 • AAC Group Holding Corp. • Jewelry, precious metal • New York
THIS SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of May 20, 2009, and is entered into by and among AMERICAN ACHIEVEMENT CORPORATION, a Delaware corporation (the “Company’’), AAC HOLDING CORP., a Delaware corporation (“Holdings’’), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and all Lenders holding Revolving Commitments and, for purposes of Section IV hereof, the GUARANTORS listed on the signature papers hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of March 25, 2004 (as amended through the date hereof, the “Credit Agreement”) by and among the Company, Holdings, the subsidiaries of the Company named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2006 • AAC Group Holding Corp. • Jewelry, precious metal • Texas
This Employment Agreement (“Agreement”) is entered into as of this 11 day of January, 2006, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto (collectively referred to as the “Company”) and MATTHEW GASE (“Executive”).
LOGO] AMERICAN ACHIEVEMENT CORPORATIONAAC Group Holding Corp. • May 3rd, 2005 • Jewelry, precious metal
