**Exhibit10.11**

 

**TIME-SHARINGAGREEMENT(N219FL)**

** **

This Time-Sharing Agreement (the “Agreement’) is madeeffective as of March 15, 2004 (the “Effective Date”), by and between JOSTENS,INC., a Minnesota corporation (“Sublessor”) and DLJ MERCHANT BANKING III, INC.,a Delaware limited partnership (“Sublessee”).

 

**RECITALS**

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WHEREAS, Sublessor is the lessee of that certainaircraft identified as a Citation Jet CJ2, bearing serial number 111and FAAregistration number N219FL, including two (2) Williams/Rolls Royce FJ44-2Caircraft engines, bearing manufacturer’s serial numbers 126090 and 126091installed thereon, together with the auxiliary power unit, avionics, equipment,components, accessories, instruments and other items installed in or attachedto the airframe, all spare parts, any replacement part(s) or engine(s) whichmay be installed on the aircraft from time to time, and all logs, manuals andother records relating to such aircraft (collectively, the “Aircraft”); and

 

WHEREAS, Sublessor employs a fully qualified flightcrew to operate the Aircraft; and

 

WHEREAS, Sublessee desires to lease the Aircraft andflight crew from Sublessor on a time-sharing basis, as defined in Section91.501(c)(1)of the Federal Aviation Regulations (“FARs”).

 

NOW, THEREFORE, for and in consideration of the mutualpromises, covenants and conditions herein set forth, Sublessor and Sublesseeagree as follows:

 

### 1.                                       Leaseof Aircraft.  Sublessor agrees tolease the Aircraft to Sublessee pursuant to the provisions of FAR 91.501(c)(1)and to provide a fully qualified flight crew for all operations for the periodcommencing on the Effective Date of this Agreement and terminating on March 15,2009, or sooner pursuant to Section 18. Nothing contained in this Agreement shall be deemed to prohibitSublessor, in its discretion, from substituting for the Aircraft any differentaircraft of any type or model.

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### 2.                                       Sublessee’sPayment Obligations. Sublessee shall pay Sublessor for each flightconducted under this Agreement an amount equal to the sum of each category ofexpense set forth below, providedhowever, such amount shall inno event exceed the sum of the following expenses authorized by FAR Section91.501(d):

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#### (a)                                  Fuel,oil, lubricants, and other additives;

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#### (b)                                 Travelexpenses of the crew, including food, lodging and ground transportation;

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#### (c)                                  Hangarand tie down costs away from the Aircraft’s base of operation;

 

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#### (d)                                 Insuranceobtained for the specific flight;

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#### (e)                                  Landingfees, airport taxes and similar assessments;

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#### (f)                                    Customs,foreign permit, and similar fees directly related to the flight;

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#### (g)                                 In-flightfood and beverages;

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#### (h)                                 Passengerground transportation;

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#### (i)                                     Flightplanning and weather contract services; and

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#### (j)                                     Anadditional charge equal to 100% of the expenses listed in subparagraph (a) ofthis Section 2.

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### 3.                                       Invoicingfor Flights.  Sublessor shall payall expenses related to the operation of the Aircraft when incurred and willprovide, or contract with third parties to provide, a monthly invoice toSublessee setting forth the expenses of each specific flight through the lastday of the month in which any flight or flights for the account of Sublesseeoccur, which expenses shall not exceed the amount permitted under FAR Section91.501(d). Sublessee shall pay Sublessor for the total amount set forth on eachsuch invoice within thirty (30) days of receipt of such invoice. ShouldSublessor receive from Sublessee any amounts under this Agreement not otherwiseallowed under the applicable FAR provisions, Sublessor shall refund such amountsto Sublessee or apply such amounts to the account of Sublessee promptly afterdiscovering such unauthorized payments.

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### 4.                                       Taxes.  The parties acknowledge that, with theexception of 2.(g) and (h), the payments specified in Section 2 from Sublesseeto Sublessor are subject to the federal excise tax imposed under Section 4261of the Internal Revenue Code of 1986, as amended (the “CommercialTransportation Tax”). Sublessee shall pay to Sublessor (for remittance to theappropriate governmental agency) all Commercial Transportation Tax applicableto flights of the Aircraft conducted hereunder.

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### 5.                                       Requestfor Flights by Sublessee.  Sublesseeshall provide Sublessor with requests for flight time and proposed flightschedules as far in advance of any given flight as is reasonably possible andin any event at least forty-eight (48) hours in advance of any requesteddeparture time. Requests for flight time shall be in a form, whether written ororal, mutually convenient to, and agreed upon by the parties. In addition tothe proposed schedules and flight times, Sublessee shall provide at least thefollowing information for each proposed flight at least twenty-four (24) hoursin advance of the scheduled departure as required by Sublessor or Sublessor’sflight crew:

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#### (a)                                  proposeddeparture point;

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#### (b)                                 destination;

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#### (c)                                  dateand time of flight;

 

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#### (d)                                 numberof anticipated passengers;

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#### (e)                                  natureand extent of luggage and/or cargo to be carried;

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#### (f)                                    dateand time of return flight, if any; and

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#### (g)                                 anyother information concerning the proposed flight that may be pertinent orrequired by Sublessor or Sublessor’s flight crew.

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### 6.                                       Scheduling Flights.  Sublessor shall have final authority overthe scheduling of the Aircraft; provided, however, that Sublessor shall usereasonable efforts to accommodate Sublessee’s needs and to avoid conflicts inscheduling.  Sublessee acknowledges thatmaintenance and inspection of the Aircraft shall take precedence overscheduling of the Aircraft.

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### 7.                                       Maintenanceof Aircraft.  Sublessor shall besolely responsible for securing maintenance, preventive maintenance and allrequired or otherwise necessary inspections of the Aircraft and shall take suchrequirements into account in scheduling the Aircraft. No period of maintenance,preventive maintenance or inspection shall be delayed or postponed for thepurpose of scheduling the Aircraft, unless such maintenance or inspection canbe safely conducted at a later time in compliance with all applicable laws andregulations, and within the discretion of the pilot-in-command. Thepilot-in-command shall have final and complete authority to cancel or terminateany flight for any reason or condition which in his or her judgment wouldcompromise the safety of the flight.

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### 8.                                       OperationalControl.  “Operational control” asdefined in the FARs and for the purposes of this Agreement, with respect to aflight, means the exercise of authority over initiating, conducting, orterminating a flight. Sublessor shall have operational control of the Aircraft,which shall include, without limitation, providing the flight crew, selectingthe pilot-in-command and all other physical and technical operations of theAircraft.

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### 9.                                       FlightCrew.  Sublessor shall employ, orcontract with others to employ, pay for and provide to Sublessee, a qualifiedflight crew for each flight undertaken under this Agreement.

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### 10.                                 Safetyof Flights.  In accordance withapplicable FARs, the qualified flight crew provided by Sublessor shall exerciseall of its duties and responsibilities in regard to the safety of each flightconducted hereunder. Sublessee specifically agrees that the flight crew, in itssole and absolute discretion, may terminate any flight, refuse to commence anyflight, or take other action which in the judgment of the pilot-in-command isnecessitated by considerations of safety. No such action of thepilot-in-command shall create any liability for loss, injury, damage or delayto Sublessee or any other person. The parties further agree that Sublessorshall not be liable for delay or failure to furnish the Aircraft and crewpursuant to this Agreement when such failure is caused by government regulationor authority, mechanical difficulty, war, civil commotion, strikes or labor disputes,weather conditions, acts of God or other reasons beyond Sublessor’s reasonablecontrol.

 

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### 11.                                 Title.  Sublessee acknowledges that Sublessor hasleased the Aircraft from Jostens Holding Corp. (“Lessor”), which is also theowner of the Aircraft (“Owner”).

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### 12.                                 Hulland Liability Insurance.  Lessorshall arrange for and maintain at all times during the term of this Agreementat its expense (a) aircraft liability insurance for the Aircraft in the formand substance and with such insurers as is customary for large corporateaircraft of the type similar to the Aircraft, but in any event with limits ofnot less than $100,000,000.00 single limit and shall cause Sublessee to benamed as an additional insured thereunder and (b) aircraft hull insurance forthe Aircraft in an amount to be determined by Lessor.  A certificate of insurance (and, upon request, a copy of theinsurance policy(ies)) shall be furnished to Sublessee after the execution ofthis Agreement and prior to flights being conducted under this Agreement. Inaddition, Lessor shall provide Sublessee with advance written notice prior toamending or terminating any insurance on the Aircraft and shall provideSublessee with a certificate of insurance promptly after entering into anyamended or newly issued insurance policy.

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### 13.                                 AdditionalInsurance.  Sublessor shall providesuch additional insurance coverage as Sublessee may reasonably request orrequire; provided, however, that the cost of such additional insurance, if any,shall be borne by Sublessee as set forth in Section 2(d) hereof.

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### 14.                                 Representationsof Sublessor.  Sublessor representsand warrants that:

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#### (a)                                  Ithas the right, power and authority to enter into and perform its obligationsunder this Agreement, and the execution and delivery of this Agreement bySublessor have been duly authorized by all necessary action on the part ofSublessor. This Agreement constitutes a legal, valid and binding obligation ofSublessor, enforceable in accordance with its terms.

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#### (b)                                 Itis a corporation duly organized, existing and in good standing under the lawsof the State of Minnesota and has all necessary power and authority underapplicable law and its organizational documents to own or lease its propertiesand to carry on its business as presently conducted.

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#### (c)                                  Itis a “citizen of the “United States” as defined in Section 40102(a)(15) ofTitle 49, United States Code.

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### 15.                                 Representationsof Sublessee.  Sublessee representsand warrants that:

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#### (a)                                  Itwill use the Aircraft for and on account of its own business only in strictaccordance with the provisions of this Agreement and will neither sell seats topassengers nor sell space for cargo or otherwise use the Aircraft for thepurpose of providing transportation of passengers or cargo in air commerce forcompensation or hire.

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#### (b)                                 Itshall refrain from incurring any mechanics or other lien in connection withinspection, preventive maintenance, maintenance or storage of the Aircraft orotherwise, whether permissible or impermissible under this Agreement, and thatit shall refrain from attempting to convey, mortgage, assign, lease or any way

 

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#### alienate the Aircraft or from creating anykind of lien or security interest involving the Aircraft, or do anything ortake any action that might mature through notice or the passage of time intosuch a lien.

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#### (c)                                  Duringthe term of this Agreement, it will abide by and conform to all such laws,governmental and airport orders, rules and regulations, as shall from time totime be in effect relating in any way to the operation and use of the Aircraftby a time-sharing Sublessee, including, without limitation, Part 91 of theFARs.

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### 16.                                 AircraftBase.  For purposes of this Agreement,the permanent base of operation of the Aircraft shall be Holman Field in SaintPaul, Minnesota.

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### 17.                                 Limitationof Liability; Indemnification. Sublessor agrees to indemnify and hold harmless Sublessee and itsrespective officers, directors, partners, employees, shareholders, andaffiliates (“Indemnified Parties”) from and against any and all claims,proceedings, losses, liabilities, suits, judgments, costs, expenses, penaltiesor fines, including reasonable attorney’s fees (each a “Claim”) that may at anytime be suffered or incurred as a result of or connected with Sublessor’ssubleasing, maintenance, operation or use of the Aircraft, but, excluding anyClaim which results from the gross negligence or willful misconduct anIndemnified Party.  As to Claims arisingupon or prior to the end of the term of this Agreement, the indemnitiescontained in this Section 17 shall continue in full force and effect,notwithstanding the expiration or other termination of this Agreement.

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EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCETO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTYUNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACTFROM A MATERIAL BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARETHE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THISAGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT ASSET FORTH IN THIS SECTION 17, EACH PARTY WAIVES ANY RIGHT TO RECOVER ANYDAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDEDHEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOROR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANYCLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANYDAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE OR DEPRECIATION OF VALUE OF THEAIRCRAFT, LOSS OF PROFITS OR INSURANCE DEDUCTIBLE.

 

The provisions of this Section 17 shall survive thetermination or expiration of this Agreement.

 

### 18.                                 Termination.  Either party may terminate this Agreementupon five (5) business days’ prior written notice to the other party.

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### 19.                                 Notices.  All notices and other communications underthis Agreement shall be in writing (except as permitted in Section 5) and shallbe given (and shall be deemed to have been duly given upon receipt or refusalto accept receipt) by personal delivery, the next

 

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### business day if given by facsimile (with asimultaneous confirmation copy sent by first class mail properly addressed andpostage prepaid) or by a reputable overnight courier service, addressed asfollows:

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If toSublessor:                                                               Jostens,Inc.Attn:  Chief Financial Officer5501 Norman Center DriveMinnesota, MN  55437Facsimile:  (952) 830-3293

 

With a copy to:                                                             GeneralCounsel

 

If toSublessee:                                                              DLJMerchant Banking III, Inc.

Eleven Madison Avenue, 16thFloor

New York, NY  10010

Facsimile:  (646) 935-7193

 

or to such other person or address as either partyshall from time to time designate by writing to the other party.

 

### 20.                                 Successorsand Assigns.  Neither this Agreementnor any party’s interest herein shall be assignable without the other party’swritten consent thereto. This Agreement shall inure to the benefit of and be bindingupon the parties hereto, their heirs, representatives, successors and permittedassigns.

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### 21.                                 GoverningLaw and Consent to Jurisdiction. This Agreement is entered into under and is to be construed inaccordance with the laws of the State of Minnesota.  The parties hereby consent and agree to submit to the exclusivejurisdiction and venue of any state or federal court in the State of Minnesotain any proceedings hereunder, and each hereby waives any objection to any suchproceedings based on improper venue or forum nonconveniens or similarprinciples.  The parties hereto herebyfurther consent and agree to the exercise of such personal jurisdiction overthem by such courts with respect to any such proceedings, waive any objectionto the assertion or exercise of such jurisdiction and consent to process beingserved in any such proceedings in the manner provided for the giving of noticeshereunder.

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### 22.                                 Recitals.  The Recitals preceding this Agreement arehereby incorporated by reference in their entirety and made a part hereof.

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### 23.                                 FurtherActs.  Sublessor and Sublessee shalleach from time to time perform such other and further acts and execute suchother and further instruments as may be required by law or which may bereasonably necessary to carry out the intents and purposes of this Agreement.

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### 24.                                 Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed an original, and all of whichshall constitute one and the same Agreement, binding on all the partiesnotwithstanding that all the parties are not signatories to the samecounterpart.

 

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### 25.                                 TRUTHIN LEASING STATEMENT.

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THE AIRCRAFT, AS EQUIPMENT, BECAME SUBJECT TO THEMAINTENANCE REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATION (“FARS”)UPON THE REGISTRATION OF THE AIRCRAFT WITH THE FEDERAL AVIATIONADMINISTRATION.  PRIOR TO EXECUTING THISAGREEMENT, SUBLESSOR REVIEWED THE AIRCRAFT’S MAINTENANCE AND OPERATING LOGS ANDFOUND THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THEFARS, AS APPLICABLE, DURING THE LAST 12 MONTHS.  SUBLESSOR CERTIFIES, AND SUBLESSEE ACKNOWLEDGES THAT THE AIRCRAFTWILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FARS FOR OPERATIONS TO BECONDUCTED UNDER THIS LEASE. UPON EXECUTION OF THIS LEASE, AND DURING THE TERMHEREOF, SUBLESSOR, WHOSE NAME AND ADDRESS ARE JOSTENS, INC., 5501 NORMAN CENTERDRIVE, 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 OFSUBLESSOR, CERTIFIES THAT SUBLESSOR AND NOT SUBLESSEE SHALL BE RESPONSIBLE FORTHE OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT. SUBLESSOR FURTHERCERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITHAPPLICABLE FARS. THE PARTIES HERETO ACKNOWLEDGE THAT AN EXPLANATION OF FACTORSBEARING ON OPERATIONAL CONTROL AND PERTINENT FARS MAY BE OBTAINED FROM THENEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARD DISTRICT OFFICE,GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER DISTRICT OFFICE.  THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTHIN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.

 

[Signature PageFollows]

 

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IN WITNESS WHEREOF, the parties have executed thisAgreement.

 

 
| JOSTENS, INC.                   |                                 |
|---------------------------------|--------------------------------------|
|                            |                                 |
|                            |                                 |
| By:                             | /s/  Marjorie  J. Brown         |   | March 11, 2004  4:00 p.m. |   |
|                            | Name: Marjorie J. Brown              | Date and Time of  Execution |
|                            | Title: Vice President and  Treasurer |   |
|                            |                                 |   |
|                            |                                 |   |
| DLJ MERCHANT BANKING  III, INC. |                                 |
|                            |                                 |   |
|                            |                                 |   |
| By:                             | /s/  Michael Isikow             |   |   |
|                            | Name: Michael Isikow                 | March 11, 2003  4:00 p.m. |   |
|                            | Title:  Principal               | Date and Time of  Execution |
|                                 |                                      |  |  |  |  |

 

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**INSTRUCTIONS FORCOMPLIANCE WITH “TRUTH IN LEASING”**

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**REQUIREMENTS**

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### 1.                                       Maila copy of the lease to the following address via certified mail, return receiptrequested, immediately upon execution of the lease (14 C.F.R. 91.23 requiresthat the copy be sent within twenty-four hours after it is signed):

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Federal AviationAdministration

Aircraft RegistrationBranch

ATTN: Technical Section

P. O. Box 25724

Oklahoma City, Oklahoma73125

 

### 2.                                       Telephonethe nearest Flight Standards District Office at least forty-eight hours priorto the first flight under this lease.

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### 3.                                       Carrya copy of the lease in the aircraft at all times.

 

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