Exhibit
10.13


 


DLJ Merchant Banking III,
Inc.


Eleven Madison Avenue


New York, NY  10010


 


	
   

  	
  March 24, 2004

  



 


PRIVATE AND CONFIDENTIAL


 


Jostens, Inc.


5501 American Boulevard

Minneapolis, Minnesota 55437


Attention:  Robert Buhrmaster


 


Ladies and Gentlemen:


 


This letter agreement (as amended from time to time,
this “Agreement”), by and among Jostens, Inc. (the “Company”),
and DLJ Merchant Banking III, Inc. (“DLJMB”; and the Company and DLJMB
are collectively referred to as the “Parties”), amends and restates in its
entirety that certain letter agreement dated as of July 29, 2003 between the
Parties, pursuant to which the Company engaged DLJMB to undertake certain
monitoring services (the “Services”) on the Company’s behalf.


 


As
compensation for the Services, the Company agrees:


 


(i)
to pay DLJMB an annual financial advisory retainer of $1,000,000, payable in
equal quarterly installments on the first business day of each calendar quarter
beginning on the date hereof (for a pro rated amount in respect of the period from
the date hereof through March 31, 2004) and continuing through the date of
termination or expiration of this Agreement (if payable upon termination of
this Agreement, such final installment to be paid on the effective date of such
termination and prorated for any final period consisting of less than ninety
(90) days);


 


(ii)
to provide DLJMB with a credit beginning on the date hereof and continuing
through the date of termination or expiration of this Agreement in an annual
amount equal to $500,000 (the “Credit”), which Credit shall be applied
solely to offset DLJMB’s payment obligations under that certain Time-Sharing
Agreement, dated as of March 15, 2004, by and among the Parties, and which
unused portion of such Credit shall expire on December 31 of each year and
shall not be carried forward; and


 


(iii) to pay and reimburse DLJMB for the reasonable out-of-pocket costs and
expenses, reasonably incurred by DLJMB or its affiliates in connection with (x)
the Services and (y) any services provided at the request of the Company by
DLJMB or members of the Company’s Board of Directors designated by DLJMB, and
including, without limitation, attendance at meetings of the Company’s Board of
Directors, and the other rights and obligations arising out of the ownership of
shares of capital stock of the Company by DLJMB and its affiliates, including,


 

















 


without
limitation, in each case, (A) fees and disbursements of any independent
professionals and organizations, including independent accountants, outside
legal counsel or consultants, (B) costs of any outside services or independent
contractors such as financial printers, couriers, business publications,
on-line financial services or similar services, (C) transportation, per diem
costs, word processing expenses or any similar expense not associated with its
ordinary operations, and (D) expenses incurred in complying with legal
requirements resulting from the ownership of shares in the Company by its
affiliates (collectively, the “Out-of-Pocket Expenses”).


 


As
DLJMB has acted and will be acting on your behalf, it is our practice to
receive indemnification and the Company agrees to the indemnification and other
obligations set forth in Annex A attached hereto, which Annex A
is incorporated herein by reference and an integral part hereof.


 


The
Company acknowledges and agrees that DLJMB has been retained hereunder solely
to provide the Services set forth in this Agreement.  In such capacity, DLJMB shall act as an independent contractor,
and any duties of DLJMB arising out of its engagement hereunder shall be owed
solely to the Company.  Subject to
applicable law, nothing in this Agreement shall in any way preclude us or our
affiliates or their respective partners (both general and limited), officers,
directors, employees, agents or representatives from engaging in any business
activities or from performing services for our or their own account or for the
account of others, including for companies that may be in competition with the
business conducted by the Company.


 


The
Company shall make available to DLJMB all available financial and other
information concerning its business and operations which DLJMB reasonably
requests and will provide DLJMB with access to the Company’s officers,
directors, employees, independent accountants and legal counsel.  In performing its Services, DLJMB shall be
entitled to rely without investigation upon all information that is available
from public sources as well as all other information supplied to it by or on
behalf of the Company or its advisors and, except as otherwise specifically
agreed to in a writing signed by both parties, shall not in any respect be
responsible for the accuracy or completeness of, or have any obligation to
verify, the same or to conduct any appraisal of assets.


 


No
advice rendered by DLJMB, whether formal or informal, may be disclosed, in
whole or in part, or summarized, excerpted from or otherwise referred to
without DLJMB’s prior written consent. 
To the extent consistent with legal requirements, all information given
to one party of this Agreement (such party the “Recipient Party”) by the
other party (the “Providing Party”), including, without limitation, this
Agreement, unless publicly available or otherwise available to the Recipient
Party without restriction or breach of any confidentiality agreement, will be
held by the Recipient Party in confidence and will not, without the Providing
Party’s prior approval, be disclosed to anyone other than the Recipient’s
agents and advisors who require such information to perform services for the
Providing Party as contemplated by this Agreement (and who agree to use such
information only in connection with such services) or used by such person for
any purpose other than those contemplated by this Agreement.  Each party


 


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hereto
shall be responsible for violations of its respective agents and advisors of
the obligations set forth herein.


 


This
Agreement shall be assignable by DLJMB in its sole discretion and shall be
binding on successors and assigns.  This
Agreement shall be terminable (i) by DLJMB at any time upon thirty (30) days’
prior written notice to the Company and (ii) by the Company at any time
following the date that DLJMB (together with any investment funds or accounts
managed or arranged by it) directly or indirectly owns less than 10% of its
initial common equity investment in the Company; provided, however, that the
Company may not terminate this Agreement prior to July 29, 2008.  Upon any termination of this Agreement,
DLJMB will be entitled to prompt reimbursement of all Out-of-Pocket
Expenses.  The indemnity and other
provisions contained in Annex A will also remain operative and in full
force and effect regardless of any termination of this Agreement.


 


This
Agreement including Annex A attached hereto, incorporates the entire
understanding of the parties and supersedes all previous agreements with
respect to the subject matter hereof and shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York.  This Agreement shall be binding upon and
inure to the benefit of the Company, DLJMB, each Indemnified Person (as defined
in Annex A attached hereto) and their respective successors and assigns.


 


The
prevailing party in any suit, action or proceeding arising out of or relating
to this Agreement shall be entitled to recover from the non-prevailing party
all of the attorney fees and other expenses the prevailing party may incur in
such suit, action or proceeding and in any subsequent suit to enforce a
judgment.


 


If
any term, provision, covenant or restriction contained in this Agreement,
including Annex A attached hereto, is held by a court of competent
jurisdiction or other authority to be invalid, void, unenforceable or against
its regulatory policy, the remainder of the terms, provisions, covenants and
restrictions contained in this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.


 


This
Agreement may be executed by one or more parties to this Agreement or any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.


 


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After reviewing this letter,
please confirm that the foregoing is in accordance with your understanding by
signing and returning to me the duplicate of this Agreement attached hereto,
whereupon it shall be our binding Agreement.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING
  III, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Wittels

  	
   

  
	
   

  	
   

  	
  Name: David Wittels

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


 


ACCEPTED AND
AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE


 


 


	
  JOSTENS, INC.

  
	
   

  
	
  By:

  	
  /s/ Robert C.
  Buhrmaster

  	
   

  
	
   

  	
  Name:  Robert C. Buhrmaster

  
	
   

  	
  Title:  Chairman of the Board and CEO

  



 


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ANNEX A


 


This Annex A is a
part of and is incorporated into that certain letter agreement (together, the “Agreement”)
dated March 24, 2004 by and between Jostens, Inc. (the “Company”) and
DLJ Merchant Banking III, Inc. (“DLJMB”).


 


The Company will indemnify
and hold harmless DLJMB and its affiliates, and the respective directors,
officers, agents and employees of DLJMB and its affiliates (other than the
Company)  (DLJMB and each such entity or
person, an “Indemnified Person”), from and against any losses, claims,
damages, judgments, assessments, costs and other liabilities  (collectively “Liabilities”), and
will reimburse each Indemnified Person for all fees and expenses (including the
reasonable fees and expenses of counsel) (collectively, “Expenses”) as
they are incurred in investigating, preparing, 
pursuing or defending any claim, action, proceeding or investigation,
whether or not in connection with pending or 
threatened litigation and whether or not any Indemnified Person  is a party (collectively, “Actions”),
arising out of or in connection with advice or services rendered or to be
rendered by any Indemnified Person pursuant to this Agreement, the transactions
contemplated hereby or any Indemnified Person’s actions or inactions in
connection with any such advice, services or transactions; provided that
the Company will not be responsible for any Liabilities or Expenses of any
Indemnified Person that are determined by a judgment of a court of competent
jurisdiction which is no longer subject to appeal or further review to have
resulted solely from such Indemnified Person’s gross negligence or willful
misconduct in connection with any of the advice, actions, inactions or services
referred to above.  The Company also
agrees to reimburse each Indemnified Person for all Expenses as they are
incurred in connection with enforcing such Indemnified Person’s rights under
this Agreement (including, without limitation, its rights under this Annex A).


 


Upon receipt by an
Indemnified Person of actual notice of an Action against such Indemnified
Person with respect to which indemnity may be sought under this Agreement, such
Indemnified Person shall promptly notify the Company in writing; provided
that failure so to notify the Company shall not relieve the Company from any
liability which the Company may have on account of this indemnity or otherwise,
except to the extent the Company shall have been materially prejudiced by such
failure.  The Company shall, if
requested by DLJMB, assume the defense of any such Action including the
employment of counsel reasonably satisfactory to DLJMB.  Any Indemnified Person shall have the right
to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person, unless:  (i)
the Company has failed promptly to assume the defense and employ counsel or
(ii) the named parties to any such Action (including any impleaded parties) include
such Indemnified Person and the Company, and such Indemnified Person shall have
been advised by counsel that there may be one or more legal defenses available
to it which are different from or in addition to those available to the
Company; provided that the Company shall not in such event be
responsible hereunder for the fees and expenses of more than one firm of
separate counsel in connection with any Action in the same jurisdiction, in
addition to any local counsel.  The
Company shall not be liable for any settlement of any Action effected without
its written consent.  In addition, the
Company will not, without prior written


 

















 


consent of DLJMB, settle, compromise or
consent to the entry of any judgment in or otherwise seek to terminate any
pending or threatened Action in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Person is
a party thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Person from all
Liabilities arising out of such Action.


 


In the event the foregoing
indemnity is unavailable to an Indemnified Person other than in accordance with
this Agreement, the Company shall contribute to the Liabilities and Expenses paid
or payable by such Indemnified Person in such proportion as is appropriate to
reflect (i) the relative benefits to the Company and its shareholders, on the
one hand, and to DLJMB, on the other hand, of the matters contemplated by this
Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by the applicable law, not only such relative benefits
but also the relative fault of the Company, on the one hand, and DLJMB, on the
other hand, in connection with the matters as to which such Liabilities or
Expenses relate, as well as any other relevant equitable considerations; provided
that in no event shall the Company contribute less than the amount necessary to
ensure that all Indemnified Persons, in the aggregate, are not liable for any
Liabilities and Expenses in excess of the amount of fees actually received by
DLJMB pursuant to the Agreement.  For
purposes of this paragraph, the relative benefits to the Company and its
shareholders, on the one hand, and to DLJMB, on the other hand, of the matters
contemplated by the Agreement shall be deemed to be in the same proportion as
(a) the total value paid or contemplated to be paid or received or contemplated
to be received by the Company or the Company’s shareholders, as the case may
be, in the transaction or transactions that are within the scope of the
Agreement, whether or not any such transaction is consummated, bears to (b) the
fees paid or to be paid to DLJMB under the Agreement.


 


The Company also agrees that
no Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with advice
or services rendered or to be rendered by any Indemnified Person pursuant to
this Agreement, the transactions contemplated hereby or any Indemnified
Person’s actions or inactions in connection with any such advice, services or
transactions except for Liabilities (and related Expenses) of the Company that
are determined by a judgment of a court of competent jurisdiction which is no
longer subject to appeal or further review to have resulted solely from such
Indemnified Person’s gross negligence or willful misconduct in connection with
any such advice, actions, inactions or services.


 


The Company’s obligations
hereunder shall be in addition to any rights that any Indemnified Person may
have at common law or otherwise. The Company acknowledges that in connection
with the services provided under the Agreement, DLJMB has acted and will be
acting as an independent contractor and not in any other capacity with duties
owing solely to the Company.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, applicable to contracts made and to be performed therein
and, in connection therewith, the parties hereto consent to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New


 


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York County or the United States District
Court for the Southern District of New York and the respective appellate courts
thereof.  Notwithstanding the foregoing,
solely for the purpose of enforcing the Company’s obligations hereunder, the
Company consents to personal jurisdiction, service and venue in any court
proceeding in which any claim subject to this Agreement is brought by or
against any Indemnified Person.  DLJMB
HEREBY AGREES, AND THE COMPANY HEREBY AGREES ON ITS OWN BEHALF AND, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS, TO WAIVE
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION
ARISING OUT OF THE ENGAGEMENT, DLJMB’S PERFORMANCE THEREOF OR THIS AGREEMENT.


 


The reimbursement, indemnity
and contribution obligations of the Company set forth herein shall apply to any
modification of this Agreement and shall remain in full force and effect
regardless of any termination of, or the completion of any Indemnified Person’s
services under or in connection with, this Agreement.


 


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