exhibit_4-9.htm


    
      EXHIBIT
4.9

      


       SUPPLEMENTAL
INDENTURE

      


      SUPPLEMENTAL
INDENTURE, dated as of  July 9, 2008 (this “Supplemental
Indenture”), among AAC Group Holdings 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 November 16, 2004 (as amended, supplemented or otherwise modified
from time to time, the “Indenture”),
providing for the issuance of the Company’s 10.25% Senior Discount 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 June 9, 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:

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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 Proposed Amendments will not become effective until the consummation
of the Transaction (as defined below) (the “Operative Time”);
provided, however that the
Operative Time will not occur, and the Proposed Amendments will not become
operative, unless the Transaction is consummated on or prior to the later of
July 8, 2009, or the date the Stock Purchase Agreement between American
Achievement Group Holding Corp. and Herff Jones, dated May 15, 2008, is
terminated.

       

      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) (the “Consenting Notes”),
Section 1.01 of the Indenture is hereby amended by adding the following new
defined terms to read as follows:

       

      
        	
                 
      

              	
                “Registrable
      Securities” shall mean Securities other than those that (i) have
      been registered under a registration statement under the Securities Act
      and disposed of in accordance therewith, (ii) are eligible to be sold
      pursuant to Rule 144 under the Securities Act or any successor rule or
      regulation thereto that may be adopted by the SEC without volume
      restrictions and which are held as unrestricted Definitive Notes or
      through any Unrestricted Global Notes for which the Private Placement
      Legend has been removed and on unrestricted CUSIP number has been
      assigned, (iii) have been distributed to the public pursuant to Rule 144
      under the Securities Act or any successor rule or regulation thereto that
      may be adopted by SEC and which are held as unrestricted Definitive Notes
      or through any Unrestricted Global Notes for which the Private Placement
      Legend has been removed and on unrestricted CUSIP number has been assigned
      or (iv) are held by an Affiliate of the
Company.

              


      

      


      
        	
                 
      

              	
                “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 as follows:

       

      Section
3.08 Mandatory Redemption.

       

      (a) The Company is not required to
make mandatory redemption or sinking fund payments with

      respect
to the Notes.

       

      (b)
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
and each Holder will be required to sell to the Company all outstanding
Consenting Notes then owned by such Holder, at a redemption price in cash equal
to 102.8125% of the aggregate principal amount at maturity of the Consenting
Notes redeemed, plus accrued and unpaid interest, if any, thereon, to but not
including the date of the consummation of the Transaction.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
requirement of the Company to redeem the Consenting Notes pursuant to Section
3.08(b) 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
Trustee as trust funds in trust solely for the benefit of the Holders of the
Consenting Notes, cash in U.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 the
Indenture to apply the deposited money towards the payment for the redemption of
the Consenting 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 Operative Time.

       

      Section
1.03 Amendments to Articles 3, 4, 5 and
6.  Pursuant to Section 9.02 of the Indenture, the amendments
set forth in paragraphs (a) through (u) of this Section 1.03 shall become
operative as of the Operative Time:

       

      (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:

       

      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:

       

      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:

       

      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:

       

      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:

       

      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:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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:

       

      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:

       

      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:

       

      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:

       

      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:

       

      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:

       

      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:

       

      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:

       

      Section
4.15  [INTENTIONALLY OMITTED].

       

      (o) Amendment of Section 4.16
(Limitation 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:

       

      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:

       

      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:

       

      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:

       

      Section
4.19  [INTENTIONALLY OMITTED].

       

      (s) Section 4.21. The Indenture
is hereby amended to insert the following:

       

      Section 4.21
(Registration
Rights).  To the extent permitted by applicable law, if there
are any Registrable Securities outstanding on the one-year anniversary of the
Expiration Date, the Company shall use commercially reasonable efforts to
prepare, file with the SEC and cause to become effective under the Securities
Act, a registration statement of the Company on an appropriate form with respect
to the proposed offer of the Company to issue and deliver to the Holders of
Consenting Notes that are Registrable Securities that are not prohibited by any
law or policy of the SEC from participating in such offer, in exchange for the
Consenting Notes that are Registrable Securities, a like aggregate principal
amount of debt securities of the Company identical in all material respects to
the Registrable Securities (except that the new debt securities will not bear a
Private Placement Legend or be subject to the transfer restrictions contained
therein).  When such registration statement is declared effective by
the SEC, the Company will offer such exchange Securities in return for the
Registrable Securities.  Such exchange offer will remain open for 20
Business Days after the date the Company mails notice of such exchange offer to
the Holders of such Registrable Securities.  Notwithstanding anything
herein to the contrary, if there are any Registrable Securities outstanding on
the one-year anniversary of the Expiration Date, then the Company shall pay each
Holder of Registrable Securities liquidated damages (which shall be the sole
remedy for a violation of this Section 4.21) in an amount equal to 0.25% per
annum of the principal amount of such Registrable Securities, with respect to
the first 90 days after such date (which rate shall be increased by 0.25% per
annum for each subsequent 90-day period that such liquidated damages continue to
accrue); provided, that at no
time shall the amount of liquidated damages accruing exceed in the aggregate
1.0% per annum.  With respect to any Registrable Securities, the
"liquidated damages" referred to in this Section 4.21 shall cease to accrue
after the earlier of the date upon such Securities no longer constitute
Registrable Securities.  Liquidated damages, if applicable, will be
paid on each Interest Payment Date to the relevant holders and will be treated
as interest under the Indenture.

       

      (t) 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:

       

      Section
5.01                                Merger,
Consolidation, or Sale of Assets

       

      (3)  [INTENTIONALLY
OMITTED].

       

      (4)  [INTENTIONALLY
OMITTED].

       

      (u) 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:

       

      Section
6.01                                Events
of Default

       

      (5)  [INTENTIONALLY
OMITTED].

       

      (6)  [INTENTIONALLY
OMITTED].

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
1.04 Amendment of Section
2.06(g).

       

      (a) Amendment of clause (A) of Section
2.06(g)(1).  Section 2.06(g)(1)(A) of the Indenture is hereby
amended and restated as follows:

       

      (1)
Private Placement Legend.

       

      (A)
Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:

       

      "THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.  BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:

       

      AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ONLY

       

      (A)           TO
THE COMPANY,

       

      (B)           PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES
ACT,

       

      (C)           TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT,

       

      (D)           IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT,

       

      (E)           TO
AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO
THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
NOTE, OR

       

      (F)           PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT,

       

      PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (C) ABOVE OR (D) ABOVE, A
DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM
THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE.  PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) OR (F) ABOVE, THE ISSUER
RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY RE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.  NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

       

      (b) Amendment of clause (B) of Section
2.06(g)(1).  Section 2.06(g)(1)(B) of the Indenture is hereby
amended and restated as follows:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (B)
Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3)
or (f) of this Section 2.06 (and all Notes issued in exchange therefor
or substitution thereof) will not bear the Private Placement
Legend.  The Private Placement Legend on any Definitive Note or on any
Global Note shall be removed at the request of the Company (such request to be
made by means of delivery to the Registrar of an Officers’ Certificate
containing such request) on or after the date on which a Definitive Note (or a
beneficial interest in a Global Note) issued to a person that is not and has not
been an “affiliate” (as defined in Rule 144) of the Company during the preceding
three months  could be resold pursuant to paragraph (b)(1) of Rule
144.  The Company and the Registrar and the other parties to this Indenture
shall be authorized to take such steps as may be required to effect such
removal, which may include exchanging such Definitive Note (or such beneficial
interests) for a new Definitive Note (or an equivalent interest in another
Global Note) not bearing a Private Placement Legend; provided, that such
steps shall not adversely affect the rights of any Holder of such Definitive
Notes (or beneficial interests in such Global Notes) in any material
respect.

       

      


       

      THE
NOTES

       

      Section
1.05                                Amendments
to the Notes.  Pursuant to Section 9.02 of the Indenture, the
amendments set forth in this Section 1.05 shall become operative as of the
Operative Time:

      


      (a) Section 7 of the Notes is hereby
amended and restated in its entirety to read as follows:

      


      (7) [INTENTIONALLY
OMITTED].

      


      (b)  Section 12(v) of the
Notes is hereby amended and restated in its entirety to read as
follows:

      


      12(v)  [INTENTIONALLY
OMITTED].

      


      (c)  Section 12(vi) of the
Notes is hereby amended and restated in its entirety to read as
follows:

      


      12(vi)  [INTENTIONALLY
OMITTED].

      


      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.

       

      THE
TRUSTEE

       

      Section
1.06                                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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      MISCELLANEOUS
PROVISIONS

       

      Section
1.07                                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
1.08                                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
1.09                                Severability.  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
1.10                                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
1.11                                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
1.12                                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
1.13                                Successors. All
agreements of the Company and the Trustee in this Supplemental Indenture will
bind its 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.

       

      


       

      
        	
                AAC
      GROUP HOLDING 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