MANAGEMENT AGREEMENT AGREEMENT made as of December 16, 1996, between Scholastic Brands, Inc., a Delaware corporation (the "Company"), and Castle Harlan, Inc., a Delaware corporation (the "Manager"). WHEREAS, the Company and its subsidiaries are...Management Agreement • November 26th, 1997 • Commemorative Brands Inc • Jewelry, precious metal • New York
ARTICLE I DEFINITIONSSecurity Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
LETTER AGREEMENT, DATED AS OF OCTOBER 11, 2000, AMENDED AS OF NOVEMBER 3, 2000, BETWEEN SCOTIABANK AND TP HOLDINGS CORP., REGARDING (i) USD 27,500,000.00MM INTEREST RATE SWAP TRANSACTION (REF: S24041) AND (ii) USD 25,000,000.00 MM INTEREST RATE SWAP...Letter Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal
CREDIT AGREEMENT, DATED AS OF FEBRUARY 20, 2002, AMONG AMERICAN ACHIEVEMENT CORPORATION, AS THE BORROWER, THE LENDERS PARTY THERETO AND THE BANK OF NOVA SCOTIA, AS THE ADMINISTRATIVE AGENT FOR THE LENDERS CREDIT AGREEMENT,Credit Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND DAVID G. FIORE DATED FEBRUARY 1, 2002 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND DAVID G. FIOREEmployment Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 31st, 1997 • Commemorative Brands Inc • Massachusetts
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 31st, 1997 • Commemorative Brands Inc • Texas
ANDRegistration Rights Agreement • January 31st, 1997 • Commemorative Brands Inc • New York
EXHIBIT 10.8 EMPLOYMENT AGREEMENT, DATED AS OF JULY 13, 1999 BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND DAVID G. FIORE EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 13th day of July, 1999, by and between...Employment Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • Texas
INDENTUREIndenture • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
EMPLOYMENT AGREEMENT 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 SHERICE BENCH...Employment Agreement • November 24th, 1999 • Commemorative Brands Inc • Jewelry, precious metal • Texas
AS GUARANTORS 11 5/8% SENIOR NOTES DUE 2007Commemorative Brands Inc • March 14th, 2002 • Jewelry, precious metal • New York
SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD ASSIGNMENT AGREEMENT Second Amendment dated as of July 10, 1998 (the "Amendment") amending that certain Revolving Credit, Term Loan and Gold Assignment Agreement dated as of December 16, 1996...Assignment Agreement • July 10th, 1998 • Commemorative Brands Inc • Jewelry, precious metal • Massachusetts
EXHIBIT 10.6 FORM OF THE MANAGEMENT AGREEMENT DATED AS OF MARCH 30, 2001, AMONG AMERICAN ACHIEVEMENT CORPORATION, ITS SUBSIDIARIES LISTED THEREIN AND CASTLE HARLAN, INC. MANAGEMENT AGREEMENT AGREEMENT made as of March 30, 2001, by and among Castle...Management Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY 20, 2002, AMONG AMERICAN ACHIEVEMENT CORPORATION, THE GUARANTORS AND THE INITIAL PURCHASERS REGISTRATION RIGHTS AGREEMENT Dated as of February 20, 2002Registration Rights Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
EXHIBIT 4.6 FORM OF FIRST SUPPLEMENTAL INDENTURE, DATED AS OF JULY 21, 2000, BETWEEN COMMEMORATIVE BRANDS, INC. AND HSBC BANK USA (F/K/A MARINE MIDLAND BANK) FIRST SUPPLEMENTAL INDENTURE, dated as of July 21, 2000, between Commemorative Brands, Inc....Indenture • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
EXHIBIT 3.14Limited Partnership Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • Delaware
177,000,000 11-5/8% SENIOR NOTES DUE 2007Purchase Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
SCHOLASTIC BRANDS, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated as of December 16, 1996, by and among Scholastic Brands, Inc., a Delaware corporation (the "Company"), Castle Harlan Partners II, L.P., a Delaware limited partnership...Subscription Agreement • March 31st, 1997 • Commemorative Brands Inc • Jewelry, precious metal • Delaware
December 16, 1996 CJC Holdings, Inc. CJC North America, Inc. 7211 Circle S Road Austin, Texas 78745 Re: Asset Purchase Agreement ------------------------ Gentlemen: Reference is made to the Asset Purchase Agreement, dated as of May 20, 1996, as...Asset Purchase Agreement • January 31st, 1997 • Commemorative Brands Inc
DEFINITIONSCommemorative Brands Inc • March 14th, 2002 • Jewelry, precious metal
EMPLOYMENT AGREEMENT 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 JEFFREY H. BRENNAN...Employment Agreement • January 31st, 1997 • Commemorative Brands Inc • Texas
EXHIBIT 10.11 EMPLOYMENT AGREEMENT, DATED AS OF DECEMBER 16, 1996 BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND DONALD J. PERCENTI EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 16th day of December, 1996, by...Employment Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • Texas
EXHIBIT 10.15 MANAGEMENT AGREEMENT THIS AGREEMENT is made as of the 19th day of February, 1999 between Commemorative Brands, Inc., Austin, Texas (the "Company"), Robert F. Amter ("Executive") and Castle Harlan Partners II, L.P. ("Castle"). WHEREAS,...Management Agreement • April 14th, 1999 • Commemorative Brands Inc • Jewelry, precious metal • New Jersey
EXHIBIT 10.10 EMPLOYMENT AGREEMENT, DATED AS OF DECEMBER 16, 1996 BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND SHERICE P. BENCH, AS AMENDED EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 16th day of December,...Employment Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • Texas
Exhibit 10.13 COMMEMORATIVE BRANDS, INC. 7211 CIRCLE S ROAD AUSTIN, TEXAS 78745-6603Commemorative Brands Inc • November 27th, 1998 • Jewelry, precious metal
EXHIBIT 10.16 WAIVER AND FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT This Waiver and Fifth Amendment dated as of March 30, 1999 (the "Amendment") is made pursuant to that certain Revolving Credit, Term Loan and Gold...Consignment Agreement • April 14th, 1999 • Commemorative Brands Inc • Jewelry, precious metal • Massachusetts
EXHIBIT 10.12 EMPLOYMENT AGREEMENT, DATED AS OF DECEMBER 16, 1996 BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND CHARLYN A. COOK EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 16th day of December, 1996, by and...Employment Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • Texas
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement ("Amendment") is by and among CJC Holdings, Inc., a Texas corporation ("Seller"), CJC North America, Inc., a Delaware corporation and wholly-owned subsidiary...Asset Purchase Agreement • January 31st, 1997 • Commemorative Brands Inc • Texas
RECITALSVoting Trust Agreement • November 26th, 1997 • Commemorative Brands Inc • Jewelry, precious metal • New York
SEVENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT Seventh Amendment dated as of June 28, 1999 (the "Amendment") amending that certain Revolving Credit, Term Loan and Gold Consignment Agreement dated as of December 16,...Loan and Gold Consignment Agreement • July 13th, 1999 • Commemorative Brands Inc • Jewelry, precious metal • Massachusetts
ARTICLE I DEFINITIONSSubsidiary Pledge and Security Agreement • March 14th, 2002 • Commemorative Brands Inc • Jewelry, precious metal • New York
EXHIBIT 10.17 AMENDED AND RESTATED REVOLVING CREDIT NOTE $8,000,000.00 dated as of March 30, 1999 FOR VALUE RECEIVED, the undersigned, COMMEMORATIVE BRANDS, INC., a Delaware corporation (the "Borrower"), by this promissory note (hereinafter called...Commemorative Brands Inc • April 14th, 1999 • Jewelry, precious metal
RECITALSVoting Trust Agreement • November 27th, 1998 • Commemorative Brands Inc • Jewelry, precious metal • Delaware
WAIVER AND SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT This Waiver and Sixth Amendment dated as of May 27, 1999 (the "Amendment") is made pursuant to that certain Revolving Credit, Term Loan and Gold Consignment...Waiver And • July 13th, 1999 • Commemorative Brands Inc • Jewelry, precious metal • Massachusetts
