exhibit_4-10.htm


    
      EXHIBIT
4.10

      


      SUPPLEMENTAL
INDENTURE

      


      SUPPLEMENTAL
INDENTURE, dated as of August 8, 2008 (this “Supplemental
Indenture”), among American Achievement Group Holding Corp., a Delaware
corporation (the “Company”) and U.S.
Bank National Association, as trustee under the Indenture referred to below (the
“Trustee”).

       

      W I T N E S S E T H:

       

      WHEREAS,
the Company and the Trustee have previously become parties to an Indenture,
dated as of June 12, 2006 (as amended, supplemented or otherwise modified from
time to time, the “Indenture”),
providing for the issuance of the Company’s 12.75% Senior PIK Notes due 2012
(the “Notes”);

       

      WHEREAS,
the Company proposes to amend the Indenture and the Notes as contemplated by
this Supplemental Indenture (such amendments, collectively, the “Proposed
Amendments”);

       

      WHEREAS,
pursuant to Section 9.02 of the Indenture, the Company and the Trustee may amend
or supplement the Indenture and the Notes to amend certain provisions as
contemplated by Section 1.03 of this Supplemental Indenture with the consent of
the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding;

       

      WHEREAS,
pursuant to Section 9.02 of the Indenture, the Company and the Trustee may amend
or supplement the Indenture and the Notes to alter the provisions with respect
to the redemption of the Notes as contemplated by Section 1.02 of this
Supplemental Indenture (the “Redemption
Amendments”) with the consent of each Holder affected by the Redemption
Amendments;

       

      WHEREAS,
pursuant to the Consent Solicitation Statement, dated July 11, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Consent Solicitation
Statement”), the Company has received prior to the Expiration Date (as
defined in the Consent Solicitation Statement) and delivered to the Trustee the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes to the Proposed Amendments (including, with respect to such consenting
Holders, the Redemption Amendments);

       

      WHEREAS,
all other acts and proceedings required by law, by the Indenture, and by the
organizational documents of the Company to make this Supplemental Indenture a
valid and binding agreement for the purposes expressed herein, in accordance
with its terms, have been duly done and performed; and

       

      NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, in order to effect
the Proposed Amendments, the Company agrees with the Trustee as
follows:

      


      ARTICLE
I

       

      


       

      AMENDMENT
OF THE INDENTURE

       

      SECTION 1.01  Amendment to Indenture and Notes.
The Indenture and the Notes will be amended as provided for in this
Supplemental Indenture. This Supplemental Indenture will become effective when
it is executed and delivered by the Company and the
Trustee.  Notwithstanding the above, the Redemption Amendments will
not become effective until the date specified in Section 1.02(c).

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION 1.02  Redemption
Amendments.

       

      (a)           Solely
with respect to the Notes for which valid consents to the Proposed Amendments
have been received (and which have not been validly revoked) prior to the
Expiration Date (as defined in the Consent Solicitation Statement) and accepted
by the Company in accordance with the Consent Solicitation Statement (the “Consenting Notes”),
Section 1.01 of the Indenture is hereby amended by adding the following new
defined term to read as follows:

       

      


      “Transaction” means
the acquisition of all of the outstanding capital stock of the Company by Herff
Jones Inc. or an affiliate of Herff Jones Inc., by stock sale, merger, asset
sale or otherwise.

      


      (b)           Solely
with respect to the Consenting Notes, Section 3.08 of the Indenture is hereby
amended (i) by inserting the following new subclause (c) and (ii) by
redesignating the existing (c) and (d) as subclauses (d) and (e)
respectively:

       

      Section
3.08 Mandatory Redemption.

       

      (c) Notwithstanding Section
3.08(a), upon the consummation of the Transaction, the Company will be required
to redeem on such date all outstanding Consenting Notes at a redemption price in
cash equal to 101% of the aggregate principal amount of the Consenting Notes
redeemed, plus accrued and unpaid interest, if any, thereon, to the date of the
consummation of the Transaction.

       

      The
requirement of the Company to redeem the Consenting Notes pursuant to this
Section 3.08(c) shall not be subject to any notice of redemption by the Company,
and the only conditions to the redemption of the Consenting Notes upon the
consummation of the Transaction will be the following:

       

      (1)           The
Company shall have irrevocably deposited or caused to be deposited with the
Trusteeas trust funds in trust solely for the benefit of the Holders of the
Consenting Notes, cash inU.S. dollars, in such an amount equal to the amount to
so redeem the Consenting Notes at the redemption price set forth
above.

       

      (2)           The
Company shall have delivered irrevocable instructions to the Trustee under
theIndenture to apply the deposited money towards the payment for the redemption
of theConsenting Notes.

       

      Subject
to satisfaction by the Company of the conditions set forth in clauses (1) and
(2) above, the Indenture will be discharged and will cease to be of further
effect as to the Consenting Notes as of the consummation of the
Transaction.

      


      (c) Notwithstanding anything to the
contrary in this Supplemental Indenture, the Redemption Amendments set forth in
this Section 1.02 shall become effective with respect to the Consenting Notes if
and only if the Transaction is consummated on or before May 30,
2009.

       

      SECTION
1.03                                Notwithstanding
the foregoing, with respect to all Notes, Section 1.01 of the Indenture is
hereby amended by adding the following new defined terms to read as
follows:

       

      
        	
                 
      

              	
                “Consenting
      Notes” shall mean Notes for which valid consents are received (and
      not validly revoked) prior to the Expiration Date (as defined in the
      Consent Solicitation Statement) and accepted by the Company in accordance
      with the Consent Solicitation
Statement.

              


      

      


      
        	
                 
      

              	
                “Consent Solicitation
      Statement” means the Consent Solicitation Statement, dated June 9,
      2008, as amended, supplemented or otherwise modified from time to
      time.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
1.04                                Amendments to Articles 3, 4, 5 and
6.  Pursuant to Section 9.02 of the Indenture, the amendments
set forth in paragraphs (a) through (t) of this Section 1.04 shall become
effective as of the date of this Supplemental Indenture solely with respect to
the Notes that are not Consenting Notes:

      


      (a)           Amendment of Section 3.09 (Offer to
Purchase by Application of Excess Proceeds).  Section 3.09 of
the Indenture is hereby amended and restated as follows only with respect to
Notes that are not Consenting Notes:

       

      Section 3.09. [INTENTIONALLY
OMITTED].

       

      (b)           Amendment of Section 4.03
(Reports).  Section 4.03 of the Indenture is hereby amended and
restated as follows only with respect to Notes that are not Consenting
Notes:

       

      Section 4.03  Reports

       

      The
Company shall comply with Section 314(a) of the TIA.

       

      (c)           Amendment of Section 4.04
(Compliance Certificate).  Section 4.04 of the Indenture is
hereby amended and restated in its entirety to read as follows only with respect
to Notes that are not Consenting Notes:

       

      Section
4.04 Compliance Certificate.

       

      The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year, an Officer's Certificate in accordance with Section 314(a)(4) of
the TIA.

       

      (d)           Amendment of Section 4.05
(Taxes).  Section 4.05 of the Indenture is hereby amended and
restated in its entirety to read as follows with respect to Notes that are not
Consenting Notes only:

       

      Section
4.05  [INTENTIONALLY OMITTED].

       

      (e)           Amendment of Section 4.06 (Stay,
Extension and Usury Law).  Section 4.06 of the Indenture is
hereby amended and restated in its entirety to read as follows only with respect
to Notes that are not Consenting Notes:

       

      Section
4.06  [INTENTIONALLY OMITTED].

       

      (f)           Amendment of Section 4.07
(Restricted Payments).  Section 4.07 of the Indenture is hereby
amended and restated in its entirety to read as follows only with respect to
Notes that are not Consenting Notes:

       

      Section
4.07  [INTENTIONALLY OMITTED].

       

      (g)           Amendment of Section 4.08 (Dividend
and Other Payment Restrictions Affecting
Subsidiaries).  Section 4.08 of the Indenture is hereby amended
and restated in its entirety to read as follows only with respect to Notes that
are not Consenting Notes:

       

      Section
4.08  [INTENTIONALLY OMITTED].

       

      (h)           Amendment of Section 4.09
(Incurrence of Indebtedness and Issuance of Preferred
Stock).  Section 4.09 of the Indenture is hereby amended and
restated in its entirety to read as follows only with respect to Notes that are
not Consenting Notes:

       

      Section
4.09  [INTENTIONALLY OMITTED].

       

      (i)           Amendment of Section 4.10 (Asset
Sates).  Section 4.10 of the Indenture is hereby amended and
restated in its entirety to read as follows only with respect to Notes that are
not Consenting Notes:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
4.10  [INTENTIONALLY OMITTED].

       

      (j)           Amendment of Section 4.11
(Transaction with Affiliates).  Section 4.11 of the Indenture
is hereby amended and restated in its entirety to read as follows only with
respect to Notes that are not Consenting Notes:

       

      Section
4.11  [INTENTIONALLY OMITTED].

       

      (k)           Amendment of Section 4.12
(Liens).  Section 4.12 of the Indenture is hereby amended and
restated in its entirety to read as follows only with respect to Notes that are
not Consenting Notes:

       

      Section
4.12  [INTENTIONALLY OMITTED].

       

      (l)           Amendment of Section 4.13 (Business
Activities).  Section 4.13 of the Indenture is hereby amended
and restated in its entirety to read as follows only with respect to Notes that
are not Consenting Notes:

       

      Section
4.13  [INTENTIONALLY OMITTED].

       

      (m)           Amendment of Section 4.14 (Corporate
Existence).  Section 4.14 of the Indenture is hereby amended
and restated in its entirety to read as follows only with respect to Notes that
are not Consenting Notes:

       

      Section
4.14  [INTENTIONALLY OMITTED].

       

      (n)           Amendment of Section 4.15 (Offer to
Repurchase Upon Change of Control).  Section 4.15 of the
Indenture is hereby amended and restated in its entirety to read as follows only
with respect to Notes that are not Consenting Notes:

       

      Section
4.15  [INTENTIONALLY OMITTED].

       

      (o)           Amendment of Section 4.16
(Limitations on Guarantees of Indebtedness by Restricted
Subsidiaries).  Section 4.16 of the Indenture is hereby amended
and restated in its entirety to read as follows only with respect to Notes that
are not Consenting Notes:

       

      Section
4.16  [INTENTIONALLY OMITTED].

       

      (p)           Amendment of Section 4.17
(Limitation on Sale and Leaseback Transactions).  Section 4.17
of the Indenture is hereby amended and restated in its entirety to read as
follows only with respect to Notes that are not Consenting Notes:

       

      Section
4.17  [INTENTIONALLY OMITTED].

       

      (q)           Amendment of Section 4.18 (Payments
for Consent).  Section 4.18 of the Indenture is hereby amended
and restated in its entirety to read as follows only with respect to Notes that
are not Consenting Notes:

       

      Section
4.18  [INTENTIONALLY OMITTED].

       

      (r)           Amendment of Section 4.19
(Designation of Restricted and Unrestricted
Subsidiaries).  Section 4.19 of the Indenture is hereby amended
and restated in its entirety to read as follows only with respect to Notes that
are not Consenting Notes:

       

      Section
4.19  [INTENTIONALLY OMITTED].

       

      (s)           Amendment of Section 5.01 (Merger,
Consolidation, or Sale of Assets).  Clauses (3) and (4) of
Section 5.01 of the Indenture is hereby amended and restated in its entirety to
read as follows only with respect to Notes that are not Consenting
Notes:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
5.01 Merger, Consolidation, or Sale of Assets

       

      (3)  [INTENTIONALLY
OMITTED].

       

      (4)  [INTENTIONALLY
OMITTED].

       

      (t)           Amendment of Section 6.01 (Events of
Default).  Clauses (5) and (6) of Section 6.01 of the Indenture
is hereby amended and restated in its entirety to read as follows with respect
to Notes that are not Consenting Notes only:

       

      Section
6.01                           Events
of Default

       

      (5)  [INTENTIONALLY
OMITTED].

       

      (6)  [INTENTIONALLY
OMITTED].

       

      SECTION
1.05.                                Amendments to the Notes that are not
Consenting Notes.  Pursuant to Section 9.02 of the Indenture,
the amendments set forth in this Section 1.05 shall become effective as of the
execution of this Supplemental Indenture only with respect to the Notes that are
not Consenting Notes:

       

      (a)           Amendment to Paragraph 7 of the
Notes that are not Consenting Notes.  Paragraph 7 of each Note
that is not a Consenting Note is hereby amended and restated in its entirety to
read as follows only with respect to Notes that are not Consenting
Notes:

       

      (7)  [INTENTIONALLY
OMITTED].

       

      (b)           Amendment to Paragraph 12 of the
Notes that are not Consenting Notes.  Clauses (v) and (vi) of
Paragraph 12 of each Note that is not a Consenting Note are hereby amended and
restated in their entirety to read as follows:  "(v)  [INTENTIONALLY
OMITTED]; (vi)
[INTENTIONALLY OMITTED];".

       

      ARTICLE
II

       

      THE
NOTES

       

      SECTION 2.01 Upon receipt of an
Authentication Order in accordance with Section 2.02 of the Indenture, the
Trustee will authenticate (a) one or more Restricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Unrestricted Global Notes delivered by the Consenting Holders
and (b) one or more Restricted Definitive Notes in an aggregate principal amount
equal to the principal amount of the Unrestricted Definitive Notes delivered by
the Consenting Holders.  Concurrently with the issuance of any
Restricted Global Note or Restricted Definitive Note pursuant to this Section
2.01, the Trustee will cause the aggregate principal amount of the applicable
Unrestricted Global Notes to be reduced accordingly and an endorsement will be
made on such Global Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction, and the Company will execute and the
Trustee will authenticate and deliver to the Persons designated by the
Consenting Holders of Definitive Notes Restricted Definitive Notes in the
appropriate principal amount.

       

      ARTICLE
III

      


      THE
TRUSTEE

      


      SECTION 3.01  Privileges and Immunities of
Trustee.  The Trustee accepts the amendment of the Indenture
and the Notes affected by this Supplemental Indenture but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended.  The Trustee shall not be responsible for the adequacy
or sufficiency of this Supplemental Indenture, for the due execution thereof by
the Company or for the recitals contained herein, which are the Company’s
responsibility.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ARTICLE
IV

      


      MISCELLANEOUS
PROVISIONS

      


      SECTION
4.01                                Parties.  Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the Holders and the Trustee, any legal
or equitable right, remedy or claim under or in respect of this Supplemental
Indenture or the Indenture or any provision herein or therein
contained.

      


      SECTION
4.02                                Governing
Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATIONS OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      


      SECTION
4.03                                Severability
Clause.  In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.

      


      SECTION
4.04                                Ratification of Indenture;
Supplemental Indenture Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.  The Trustee makes
no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or with respect to the recitals contained herein, all of
which recitals are made solely by the other parties hereto.

      


      SECTION
4.05                                Counterparts.  The
parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same
agreement.

      


      SECTION
4.06                                Headings.  The
headings of the Articles and the sections in this Supplemental Indenture are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.

      


      SECTION
4.07                                Successors.  All
agreements of the Company and the Trustee in this Supplemental Indenture will
bind their respective successors.

      


      


      


      [Signature
Pages to Follow]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed all as of the date and year first written above.

       

      


       

      
        	
                AMERICAN
      ACHIEVEMENT GROUP HOLDINGS CORP.

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                
                  /s/
      DONALD J. PERCENTI

                

              
	 
      	
                Name:
      Donald J. Percenti

              
	 
      	
                Title:
      President and CEO

              
	 
      	 
      


      

      


      


      


      
        	
                U.S.
      BANK NATIONAL ASSOCIATION,

                as
      Trustee

              
	 
      	 
      
	
                By:

              	
                
                  /s/
      RICHARD PROKOSCH

                

              
	 
      	
                Name:
      Richard Prokosch

              
	 
      	
                Title:
      Vice President