**Exhibit 10.10**

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**AIRCRAFT LEASE AGREEMENT**

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This Aircraft Lease Agreement (“Lease”) is madeand entered into as of March 15, 2004, by and between JOSTENS HOLDING CORP., aDelaware corporation (“Lessor”), with its principal place of business at5501 American Boulevard West, Minneapolis, Minnesota 55437, and JOSTENS, INC.,a Minnesota corporation (“Lessee”), with its principal place of businessat 5501 American Boulevard West, Minneapolis, Minnesota 55437.

 

**W I T N E S S E T H**

 

**WHEREAS**, Lessor haspurchased a certain Citation CJ2 aircraft, manufacturer’s serial number 111,current registration number N219FL, including two (2) Williams/Rolls RoyceFJ44-2C aircraft engines, bearing manufacturer’s serial numbers 126090 and126091 installed thereon (collectively the “Aircraft”);

 

**WHEREAS**, Lesseedesires to Lease the Aircraft from Lessor on the terms and subject to theconditions set forth herein; and

 

**WHEREAS**, Lessor andLessee desire that all flight operations conducted by Lessee under this Leasebe conducted pursuant to Part 91 of the Federal Aviation Regulations and thatthis Lease not be construed as giving rise to air taxi operations under Part135 of the Federal Aviation Regulations.

 

**NOW, THEREFORE**, theparties hereto agree as follows:

 

# 1.                                       Leaseof Aircraft.  Pursuant to the termsand conditions of this Lease, Lessor agrees to lease to Lessee, and Lesseeagrees to lease from Lessor, the Aircraft for the term of this Lease.

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

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# 3.                                       Term.  This Lease shall commence on the date hereofand shall continue in effect for a period of one year, and shall automaticallyrenew on an annual basis unless either party shall give notice to the otherthat it desires to terminate or unless terminated earlier in accordance withthe terms hereof.

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# 4.                                       Costsof Operation.  All costs ofoperating 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.

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# 5.                                       Repairand Maintenance; Logbooks and Records.

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## (a)                                  Lesseehereby represents and warrants to Lessor that the Aircraft shall be maintainedin good flying condition in conformity with all applicable federal and statelaws, rules and regulations.  Allroutine Aircraft inspections, maintenance and services shall be for the accountof, and paid by, Lessor.

 

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## (b)                                 Lesseeshall maintain all logs, manuals, inspection data, modification and overhaulrecords required to be maintained with respect to the Aircraft (collectively, “Logbooks”).

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# 6.                                       InspectionRight.  Lessor or its designee shallhave the right to inspect the Aircraft at any reasonable time upon reasonableadvance notice.  At the time of suchinspection, Lessee shall make available to Lessor or its designee the Logbooks.

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# 7.                                       Disclaimerof Warranty.  NOTWITHSTANDINGANYTHING IN THIS LEASE TO THE CONTRARY, LESSOR EXPRESSLY DISCLAIMS ANY IMPLIEDWARRANTY AS TO AIRWORTHINESS, DESIGN, VALUE, CONDITION, SUITABILITY, ABSENCE OFANY LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE, ABSENCE OF OBLIGATIONBASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY OFANY KIND WHATSOEVER; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES ANDDISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES.  LESSOR SHALL NOT HAVE ANY RESPONSIBILITY ORLIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORTOUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (i) ANYLIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLYBY THE AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF OR BY ANY INADEQUACY THEREOFOR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTIONTHEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKSRELATING THERETO, (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATEDPROFITS 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 LESSEEHEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVEDAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),INDEMNITY OR OTHERWISE.

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# 8.                                       Insurance.  Lessor shall purchase and maintain insurancepolicies covering full hull damage for the Aircraft, and passenger and publicliability 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 strictcompliance with the terms, conditions and limitations of, and in thegeographical areas allowed by, such insurance policies.

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# 9.                                       OtherExpenses.  Lessee agrees to provideits own flight following, dispatch, communications and weather briefing inconnection with Lessee’s lease of the Aircraft.  All other costs and expenses in connection with Lessee’soperation 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.

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

 

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# Administrationor the Aircraft’s insurer, as such requirements or recommendations may changefrom time to time.

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# 11.                                 Payments.  All payments due to Lessor under this Leaseshall be paid to Lessor in immediately available funds on the date payablehereunder by wire transfer to an account specified by Lessor in a notice givento Lessee in accordance with the provisions hereof, except that if Lessor shallconsent thereto or shall fail to specify an account to which wire transfer offunds shall be made, Lessee may make payment by check drawn payable to Lessorand sent to Lessor’s address, or at such other address or to such other personas the Lessor may from time to time direct by notice in writing to Lessee.

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

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## (a)                                  Lesseeshall 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 forthirty (30) days after Lessee’s receipt of written notice thereof given byLessor;

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

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## (c)                                  Lesseeshall or shall attempt to remove, sell, transfer, encumber, part withpossession of, or assign the Aircraft or any part thereof, except as permittedby Section 17 hereof;

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## (d)                                 Lesseeshall use or permit the Aircraft to be used for any criminal or unlawfulpurpose, or the Aircraft shall be subject to seizure or confiscation foralleged criminal or unlawful purposes;

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

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## (f)                                    Anyrepresentation or warranty made by Lessee in this Lease is or shall becomeincorrect in any material respect.

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# 13.                                 Remedies.

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

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### (i)                                     by notice inwriting (except that written notice shall not be required for events ofinsolvency or bankruptcy) terminate this Lease, whereupon all rights of Lesseeto the use of the Aircraft shall cease and terminate; and/or

 

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### (ii)                                  proceed byappropriate court action, either at law or in equity, to enforce performance byLessee of the applicable covenants, conditions and agreements set forth in thisLease or to recover damages for the breach thereof; and/or

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

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

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

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# 14.                                 Returnof the Aircraft.  Upon terminationof the Lease, aircraft shall be returned to a location in Minnesota or asotherwise designated by Lessor in the 48 continental states.

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

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

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# 17.                                 Representationsand Warranties of Lessee.  Lesseerepresents and warrants to Lessor as follows:

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

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## (b)                                 ThisLease has been duly and validly authorized, executed and delivered on behalf ofLessee and is a valid and binding agreement of Lessee, enforceable inaccordance with its terms.

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## (c)                                  Theexecution and delivery of this Lease, the incurrence and performance of theobligations set forth herein and the lease of the Aircraft contemplated hereinwill not violate or constitute a default under, or a breach of (i) any term orprovision of the

 

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## certificate of incorporation, by-laws orother organizational documents of Lessee, (ii) any agreement or instrument bywhich Lessee is bound, or (iii) any order, rule, law or regulation applicableto Lessee of any court, governmental body, administrative agency or panelhaving jurisdiction over Lessee.

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# 18.                                 Assignmentor Subleasing.  Lessee may notassign this Lease without the express prior written consent of Lessor, and anyassignment without such consent shall be void. Notwithstanding the foregoing, Lessee may sublet or timeshare theAircraft to one or more parties pursuant to documentation reasonably acceptableto Lessor, so long as Lessee shall not be released from any of its obligationshereunder and the arrangement does not otherwise violate the terms of thisLease.

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# 19.                                 OperationalControl****of the Aircraft.  Lessee shall have possession, command andoperational control of the Aircraft during such times as the Aircraft is leasedto Lessee, and Lessee shall have sole authority over initiating, conducting orterminating any flights scheduled pursuant to this Lease.

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

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# 21.                                 EntireLease; Modification; Governing Law. This Lease constitutes the entire agreement between the parties heretowith respect to the lease of the Aircraft and supersedes all prioragreements.  No agreement other thanthis Lease shall be binding on the parties hereto unless in writing and signedby the party against whom enforcement is sought.  This Lease may be amended or modified only by a written instrumentexecuted by each party hereto.  ThisLease shall be governed by and construed in accordance with the laws of theState of Minnesota without regard to or application of principles of conflictsof laws.

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

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# 23.                                 Part91 Operations.  The parties intendthat all flight operations to be conducted by Lessee under this Lease shall beconducted in accordance with Part 91 of the Federal Aviation Regulations, andthat nothing herein shall be construed as giving rise to an air taxi operationor as otherwise requiring that such flight operations be conducted under Part135 of said Regulations.

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

 

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# CERTIFIES THAT THE AIRCRAFT PRESENTLYCOMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 91OF THE FARS.  LESSOR CERTIFIES THAT THEAIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FARS FOROPERATIONS TO BE CONDUCTED UNDER THIS LEASE. UPON EXECUTION OF THIS LEASE, AND DURING THE TERM HEREOF, LESSEE, WHOSENAME 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 EXECUTESTHIS SECTION SOLELY IN HIS CAPACITY AS CHIEF FINANCIAL OFFICER OF LESSEE,CERTIFIES THAT LESSEE SHALL BE RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THEAIRCRAFT UNDER THIS LEASE.  LESSEEFURTHER CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITHAPPLICABLE FARS.  THE PARTIES HERETOACKNOWLEDGE THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL ANDPERTINENT FARS MAY BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATIONFLIGHT STANDARD DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIRCARRIER DISTRICT OFFICE.

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I, THE UNDERSIGNED, s/sGreg Mans, THE CHIEF PILOT OF JOSTENS, INC., THE LESSEE NAMED IN THEFOREGOING AIRCRAFT LEASE AGREEMENT, CERTIFY THAT I AM RESPONSIBLE FOROPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I UNDERSTAND MY RESPONSIBILITIESFOR COMPLIANCE WITH THE APPLICABLE FEDERAL AVIATION REGULATIONS.

 

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**INWITNESS WHEREOF**, the parties have executed this Lease as ofthe 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 |

 

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**LEASE SUPPLEMENT**

**TO AIRCRAFT LEASE AGREEMENT**

**BETWEEN JOSTENS HOLDING CORP. (“LESSOR”)**

**AND JOSTENS, INC. (“LESSEE”)**

**DATED AS OF MARCH 15, 2004**

 

A.                                   Definitions

 

Allcapitalized terms used herein and not expressly defined herein shall have thesame respective meanings as are set forth in the Aircraft Lease Agreement towhich this Lease Schedule is attached.

 

B.                                     Aircraft Lease Fees

 

1.                                       Pursuantto Section 2 of the Lease, Lessee shall pay Lessor during the term of the Leasea monthly Aircraft Lease Fee in the amount of $35,000.00, plus any and allapplicable sales, use and other tax thereon, as well as any property taxesassociated with the housing of the Aircraft at its hangar location in St. Paul,Minnesota.

 

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

 

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