Exhibit 10.10


 


AIRCRAFT LEASE AGREEMENT


 


This Aircraft Lease Agreement (“Lease”) is made
and entered into as of March 15, 2004, by and between JOSTENS HOLDING CORP., a
Delaware corporation (“Lessor”), with its principal place of business at
5501 American Boulevard West, Minneapolis, Minnesota 55437, and JOSTENS, INC.,
a Minnesota corporation (“Lessee”), with its principal place of business
at 5501 American Boulevard West, Minneapolis, Minnesota 55437.


 


W I T N E S S E T H


 


WHEREAS, Lessor has
purchased a certain Citation CJ2 aircraft, manufacturer’s serial number 111,
current registration number N219FL, including two (2) Williams/Rolls Royce
FJ44-2C aircraft engines, bearing manufacturer’s serial numbers 126090 and
126091 installed thereon (collectively the “Aircraft”);


 


WHEREAS, Lessee
desires to Lease the Aircraft from Lessor on the terms and subject to the
conditions set forth herein; and


 


WHEREAS, Lessor and
Lessee desire that all flight operations conducted by Lessee under this Lease
be conducted pursuant to Part 91 of the Federal Aviation Regulations and that
this Lease not be construed as giving rise to air taxi operations under Part
135 of the Federal Aviation Regulations.


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


1.                                       Lease
of Aircraft.  Pursuant to the terms
and conditions of this Lease, Lessor agrees to lease to Lessee, and Lessee
agrees to lease from Lessor, the Aircraft for the term of this Lease.


 


2.                                       Fees.  In consideration for Lessor’s lease of the
Aircraft to Lessee, Lessee shall pay to Lessor aircraft lease fees as set forth
on the Lease Supplement attached hereto (the “Aircraft Lease Fees”) in
such amounts and at such times as are set forth therein.


 


3.                                       Term.  This Lease shall commence on the date hereof
and shall continue in effect for a period of one year, and shall automatically
renew on an annual basis unless either party shall give notice to the other
that it desires to terminate or unless terminated earlier in accordance with
the terms hereof.


 


4.                                       Costs
of Operation.  All costs of
operating the Aircraft, including, without limitation, costs of aviation fuel,
oil and additives for the Aircraft, shall be for the account of, and paid by,
Lessee.


 


5.                                       Repair
and Maintenance; Logbooks and Records.


 


(a)                                  Lessee
hereby represents and warrants to Lessor that the Aircraft shall be maintained
in good flying condition in conformity with all applicable federal and state
laws, rules and regulations.  All
routine Aircraft inspections, maintenance and services shall be for the account
of, and paid by, Lessor.


 

















 


(b)                                 Lessee
shall maintain all logs, manuals, inspection data, modification and overhaul
records required to be maintained with respect to the Aircraft (collectively, “Logbooks”).


 


6.                                       Inspection
Right.  Lessor or its designee shall
have the right to inspect the Aircraft at any reasonable time upon reasonable
advance notice.  At the time of such
inspection, Lessee shall make available to Lessor or its designee the Logbooks.


 


7.                                       Disclaimer
of Warranty.  NOTWITHSTANDING
ANYTHING IN THIS LEASE TO THE CONTRARY, LESSOR EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTY AS TO AIRWORTHINESS, DESIGN, VALUE, CONDITION, SUITABILITY, ABSENCE OF
ANY LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE, ABSENCE OF OBLIGATION
BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY OF
ANY KIND WHATSOEVER; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND
DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES.  LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT
OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (i) ANY
LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY
BY THE AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF OR BY ANY INADEQUACY THEREOF
OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION
THEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS
RELATING THERETO, (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED
PROFITS OR CONSEQUENTIAL DAMAGES OR (iv) THE DELIVERY, OPERATION, SERVICING,
MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT.  IN NO EVENT SHALL LESSOR BE LIABLE TO LESSEE
HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE
DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
INDEMNITY OR OTHERWISE.


 


8.                                       Insurance.  Lessor shall purchase and maintain insurance
policies covering full hull damage for the Aircraft, and passenger and public
liability with such coverage as Lessor deems satisfactory.  Lessor shall furnish Lessee and Sublessees
(if any) with evidence of such insurance naming Lessee as an insured.  Lessee shall operate the Aircraft in strict
compliance with the terms, conditions and limitations of, and in the
geographical areas allowed by, such insurance policies.


 


9.                                       Other
Expenses.  Lessee agrees to provide
its own flight following, dispatch, communications and weather briefing in
connection with Lessee’s lease of the Aircraft.  All other costs and expenses in connection with Lessee’s
operation of the Aircraft, including but not limited to, commissary expenses,
landing fees, parking fees, hangar fees and annual registration fees or taxes,
shall be paid by Lessee.


 


10.                                 Pilots.
 All pilots shall be type-rated in the
Aircraft and meet the minimum requirements imposed or recommended by the
manufacturer of the Aircraft, the Federal Aviation


 

















 


Administration
or the Aircraft’s insurer, as such requirements or recommendations may change
from time to time.


 


11.                                 Payments.  All payments due to Lessor under this Lease
shall be paid to Lessor in immediately available funds on the date payable
hereunder by wire transfer to an account specified by Lessor in a notice given
to Lessee in accordance with the provisions hereof, except that if Lessor shall
consent thereto or shall fail to specify an account to which wire transfer of
funds shall be made, Lessee may make payment by check drawn payable to Lessor
and sent to Lessor’s address, or at such other address or to such other person
as the Lessor may from time to time direct by notice in writing to Lessee.


 


12.                                 Default.  Each of the following events shall
constitute an “Event of Default” hereunder (whatever the reason for such
event and whether it shall be voluntary or involuntary, or come about or be
effected by operation of law, or be pursuant to or in compliance with any
judgment, decree or order of any administrative or governmental body):


 


(a)                                  Lessee
shall fail to make any payment of any Aircraft Lease Fees within forty five
(45) days after the same shall become due and such failure shall continue for
thirty (30) days after Lessee’s receipt of written notice thereof given by
Lessor;


 


(b)                                 Lessee
shall breach any covenant, condition or agreement set forth in this Lease;


 


(c)                                  Lessee
shall or shall attempt to remove, sell, transfer, encumber, part with
possession of, or assign the Aircraft or any part thereof, except as permitted
by Section 17 hereof;


 


(d)                                 Lessee
shall use or permit the Aircraft to be used for any criminal or unlawful
purpose, or the Aircraft shall be subject to seizure or confiscation for
alleged criminal or unlawful purposes;


 


(e)                                  Lessee
shall be insolvent, be generally not paying its debts as they become due, make
an assignment for the benefit of creditors or consent to the appointment of any
custodian, receiver, trustee or other officer with similar powers, or any
proceeding shall be commenced by or against Lessee under any bankruptcy,
reorganization, insolvency, receivership, liquidation or dissolution law of any
jurisdiction; or


 


(f)                                    Any
representation or warranty made by Lessee in this Lease is or shall become
incorrect in any material respect.


 


13.                                 Remedies.


 


(a)                                  Upon
the occurrence and continuance of any Event of Default, Lessor may exercise any
or all of the following remedies as Lessor in its sole discretion shall elect:


 


(i)                                     by notice in
writing (except that written notice shall not be required for events of
insolvency or bankruptcy) terminate this Lease, whereupon all rights of Lessee
to the use of the Aircraft shall cease and terminate; and/or


 

















 


(ii)                                  proceed by
appropriate court action, either at law or in equity, to enforce performance by
Lessee of the applicable covenants, conditions and agreements set forth in this
Lease or to recover damages for the breach thereof; and/or


 


(iii)                               collect from Lessee all
reasonable costs, charges and expenses, including reasonable legal fees and
disbursements, incurred by Lessor by reason of an occurrence of an Event of
Default, as additional Aircraft Lease Fees.


 


(b)                                 The
remedies set forth in subparagraph (a) above are cumulative, and any or all
thereof may be exercised in lieu of or in addition to each other or any
remedies at law, in equity or under statute. 
Lessor also may exercise any available remedies at law, in equity or
under statute in lieu of the remedies set forth in subparagraph (a).


 


(c)                                  The
waiver of any Event of Default shall not operate or be construed as a waiver of
any other or subsequent Event of Default.


 


14.                                 Return
of the Aircraft.  Upon termination
of the Lease, aircraft shall be returned to a location in Minnesota or as
otherwise designated by Lessor in the 48 continental states.


 


15.                                 Indemnification.  Lessee agrees to indemnify Lessor against
any and all losses, liabilities (including tax liabilities), damages and
expenses (collectively, “Losses”) arising out of or in any manner
connected with Lessee’s possession and operation of the Aircraft during the
term of this Lease, including, without limitation, Losses arising by reason of
claims for injury to or death of persons and loss of or damage to property to
the extent not compensable under any insurance policy.


 


16.                                 Compliance
with Regulations and Other Requirements. 
The parties agree to comply with the requirements of all laws, rules and
regulations applicable to the operation, maintenance and lease of the
Aircraft.  Lessee shall operate the
Aircraft in accordance with (i) the Aircraft manufacturer’s operating and
maintenance instructions, a copy of which previously have been provided to
Lessee, (ii) the requirements, if any, of Lessor’s insurance provider, and
(iii) all applicable terms and conditions of this Lease.


 


17.                                 Representations
and Warranties of Lessee.  Lessee
represents and warrants to Lessor as follows:


 


(a)                                  Lessee
is duly organized, validly existing and in good standing under the laws of the
State of Minnesota and authorized to do business in Minnesota.  Lessee has full power and authority to enter
into and perform its obligations under this Lease.


 


(b)                                 This
Lease has been duly and validly authorized, executed and delivered on behalf of
Lessee and is a valid and binding agreement of Lessee, enforceable in
accordance with its terms.


 


(c)                                  The
execution and delivery of this Lease, the incurrence and performance of the
obligations set forth herein and the lease of the Aircraft contemplated herein
will not violate or constitute a default under, or a breach of (i) any term or
provision of the


 

















 


certificate of incorporation, by-laws or
other organizational documents of Lessee, (ii) any agreement or instrument by
which Lessee is bound, or (iii) any order, rule, law or regulation applicable
to Lessee of any court, governmental body, administrative agency or panel
having jurisdiction over Lessee.


 


18.                                 Assignment
or Subleasing.  Lessee may not
assign this Lease without the express prior written consent of Lessor, and any
assignment without such consent shall be void. 
Notwithstanding the foregoing, Lessee may sublet or timeshare the
Aircraft to one or more parties pursuant to documentation reasonably acceptable
to Lessor, so long as Lessee shall not be released from any of its obligations
hereunder and the arrangement does not otherwise violate the terms of this
Lease.


 


19.                                 Operational
Control  of the Aircraft.  Lessee shall have possession, command and
operational control of the Aircraft during such times as the Aircraft is leased
to Lessee, and Lessee shall have sole authority over initiating, conducting or
terminating any flights scheduled pursuant to this Lease.


 


20.                                 Termination.  Upon termination of this Lease pursuant to
the terms hereof, neither party shall have any further liability to the other
hereunder other than for any payments due to Lessor under this Lease that have
accrued through the date of termination, and indemnification obligations under
Section 14.


 


21.                                 Entire
Lease; Modification; Governing Law. 
This Lease constitutes the entire agreement between the parties hereto
with respect to the lease of the Aircraft and supersedes all prior
agreements.  No agreement other than
this Lease shall be binding on the parties hereto unless in writing and signed
by the party against whom enforcement is sought.  This Lease may be amended or modified only by a written instrument
executed by each party hereto.  This
Lease shall be governed by and construed in accordance with the laws of the
State of Minnesota without regard to or application of principles of conflicts
of laws.


 


22.                                 Ownership.
The Aircraft is, and shall at all times be and remain, the sole and exclusive
property of Lessor, and Lessee shall have no right, title or interest therein
or thereto except as expressly set forth in this Lease.


 


23.                                 Part
91 Operations.  The parties intend
that all flight operations to be conducted by Lessee under this Lease shall be
conducted in accordance with Part 91 of the Federal Aviation Regulations, and
that nothing herein shall be construed as giving rise to an air taxi operation
or as otherwise requiring that such flight operations be conducted under Part
135 of said Regulations.


 


24.                                 Truth
in Leasing.  THE AIRCRAFT, AS
EQUIPMENT, BECAME SUBJECT TO THE MAINTENANCE REQUIREMENTS OF PART 91 OF THE
FEDERAL AVIATION REGULATIONS (“FARS”) UPON THE REGISTRATION OF THE
AIRCRAFT WITH THE FEDERAL AVIATION ADMINISTRATION.  PRIOR TO EXECUTING THIS LEASE, LESSOR REVIEWED THE AIRCRAFT’S
MAINTENANCE AND OPERATING LOGS AND FOUND THAT THE AIRCRAFT HAS BEEN MAINTAINED
AND INSPECTED UNDER PART 91, AS APPLICABLE, OF THE FARS DURING THE LAST 12
MONTHS.  LESSOR


 

















 


CERTIFIES THAT THE AIRCRAFT PRESENTLY
COMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 91
OF THE FARS.  LESSOR CERTIFIES THAT THE
AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FARS FOR
OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. 
UPON EXECUTION OF THIS LEASE, AND DURING THE TERM HEREOF, LESSEE, WHOSE
NAME AND ADDRESS ARE JOSTENS, INC., 5501 AMERICAN BOULEVARD WEST, MINNEAPOLIS,
MINNESOTA 55437, ACTING BY AND THROUGH DAVID TAYEH (SIGNATURE:  s/s David A. Tayeh), WHO EXECUTES
THIS SECTION SOLELY IN HIS CAPACITY AS CHIEF FINANCIAL OFFICER OF LESSEE,
CERTIFIES THAT LESSEE SHALL BE RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE
AIRCRAFT UNDER THIS LEASE.  LESSEE
FURTHER CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH
APPLICABLE FARS.  THE PARTIES HERETO
ACKNOWLEDGE THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND
PERTINENT FARS MAY BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION
FLIGHT STANDARD DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIR
CARRIER DISTRICT OFFICE.


 


I, THE UNDERSIGNED, s/s
Greg Mans, THE CHIEF PILOT OF JOSTENS, INC., THE LESSEE NAMED IN THE
FOREGOING AIRCRAFT LEASE AGREEMENT, CERTIFY THAT I AM RESPONSIBLE FOR
OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I UNDERSTAND MY RESPONSIBILITIES
FOR COMPLIANCE WITH THE APPLICABLE FEDERAL AVIATION REGULATIONS.


 

















 


IN
WITNESS WHEREOF, the parties have executed this Lease as of
the day and year first above written.


 


	
   

  	
  JOSTENS HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ 
  David A. Tayeh

  	
   

  
	
   

  	
   

  	
  David
  A. Tayeh

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOSTENS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ 
  Marjorie J. Brown

  	
   

  
	
   

  	
   

  	
  Marjorie
  J. Brown

  
	
   

  	
   

  	
  Vice
  President and Treasurer

  



 

















 


LEASE SUPPLEMENT


TO AIRCRAFT LEASE AGREEMENT


BETWEEN JOSTENS HOLDING CORP. (“LESSOR”)


AND JOSTENS, INC. (“LESSEE”)


DATED AS OF MARCH 15, 2004


 


A.                                   Definitions


 


All
capitalized terms used herein and not expressly defined herein shall have the
same respective meanings as are set forth in the Aircraft Lease Agreement to
which this Lease Schedule is attached.


 


B.                                     Aircraft Lease Fees


 


1.                                       Pursuant
to Section 2 of the Lease, Lessee shall pay Lessor during the term of the Lease
a monthly Aircraft Lease Fee in the amount of $35,000.00, plus any and all
applicable sales, use and other tax thereon, as well as any property taxes
associated with the housing of the Aircraft at its hangar location in St. Paul,
Minnesota.


 


2.                                       Aircraft Lease Fees shall be due and payable
on the 1st business day of each month except that if the Lease
should commence on or after such date, the Aircraft Lease Fee payable to Lessor
for that month shall be prorated based on a 30-day month.