exhibit_10-1.htm


    EXHIBIT
10.1

     

     

    EXECUTION
COPY


    SECOND
AMENDMENT

     

    TO
CREDIT AND GUARANTY AGREEMENT

     

    THIS SECOND AMENDMENT TO CREDIT AND
GUARANTY AGREEMENT (this “Amendment”) is dated as of
May 20, 2009, and is entered into by and among AMERICAN ACHIEVEMENT
CORPORATION, a Delaware corporation (the “Company’’), AAC HOLDING CORP., a Delaware
corporation (“Holdings’’), GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), as
Administrative Agent (“Administrative Agent”),
acting with the consent of the Requisite Lenders and all Lenders holding
Revolving Commitments and, for purposes of Section IV hereof, the GUARANTORS listed on the
signature papers hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT
dated as of March 25, 2004 (as amended through the date hereof, the “Credit Agreement”) by and
among the Company, Holdings, the subsidiaries of the Company named therein, the
Lenders, the Administrative Agent, Collateral Agent and the other Agents named
therein.  Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement after giving
effect to this Amendment.

    


    RECITALS

    


    WHEREAS, the Credit Parties
have requested that Requisite Lenders and all Lenders holding Revolving
Commitments agree to amend certain provisions of the Credit Agreement, including
to, among other things, terminate the existing Revolving Commitments and provide
for new Revolving Commitments, all as provided for herein; and

     

    WHEREAS, subject to certain
conditions, Requisite Lenders and all Lenders holding Revolving Commitments are
willing to agree to such amendments relating to the Credit Agreement and to the
provision of the new Revolving Commitments hereunder.

     

    NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:

     

    
      	
              SECTION
      I.  

            	
              AMENDMENTS
      TO CREDIT AGREEMENT

            


    

     

    
      	
              1.1  

            	
              Amendments to Section
      1: Definitions.

            


    

     

    (a)  Section
1.1 of the Credit Agreement is hereby amended by adding the following
definitions in proper alphabetical sequence:

     

    “Extended Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan
and to acquire participations in Letters of Credit and Swingline Loans hereunder
on and after the Second Amendment Effective Date and “Extended Revolving
Commitments” means such commitments of all Lenders in the
aggregate.  The amount of each Lender’s Extended Revolving Commitment,
if any, is set forth on Appendix A to the Second Amendment or in the applicable
Assignment Agreement, subject to any adjustment or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    reduction
pursuant to the terms and conditions hereof.  The aggregate amount of
Extended Revolving Commitments as of the Second Amendment Effective Date is
$25,000,000.

     

    “Original Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan
and to acquire participations in Letters of Credit and Swingline Loans hereunder
and “Original Revolving
Commitments” means such commitments of all Lenders in the aggregate prior
to the Second Amendment Effective Date.  The aggregate amount of
Original Revolving Commitments as of the Closing Date and through the Second
Amendment Effective Date was $40,000,000.  The aggregate amount of
Original Revolving Commitments on and after the Second Amendment Effective Date
is $0.

     

    “Parent Indenture” means the
Indenture, dated as of June 12, 2006, in respect of the 12.75% senior PIK notes
due October 1, 2012 of Parent, as in effect on the date hereof.

     

    “Second Amendment” means that
certain Second Amendment to Credit and Guaranty Agreement dated as of May 20,
2009, among the Company, Holdings, Administrative Agent, the financial
institutions and the Guarantors listed on the signature pages
thereto.

     

    “Second Amendment Effective
Date” means the
date of satisfaction of the conditions referred to in Section II of the Second
Amendment.

     

    (b)  Section
1.1 of the Credit Agreement is hereby amended by deleting the following
definitions:  “Increased Amount Date”, “Joinder Agreement”, “New
Revolving Commitments”, “New Revolving Lender”, “New Revolving Loan Exposure”,
“New Revolving Loans”, “New Revolving Loan Maturity Date”, “New Term Loan
Commitments”, “New Term Loan Exposure”, “New Term Loan Lender”, “New Term Loan
Maturity Date”, “New Term Loans” and “Series”.  Each reference thereto
in the Credit Documents shall cease to have any effect as of the Second
Amendment Effective Date.

     

    (c)  Section
1.1 of the Credit Agreement is hereby amended by adding the following sentence
to the end of the existing definition of “Adjusted Eurodollar
Rate”:

     

    Notwithstanding
the foregoing, the Adjusted Eurodollar Rate shall at no time be less than 2.00%
per annum.

     

    (d)  Section
1.1 of the Credit Agreement is hereby amended by deleting the existing
definition of “Applicable Margin” and replacing it with the following
definition:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Applicable Margin” means: (a)
from the Closing Date until the commencement of the first interest period
occurring after the date of delivery of the Compliance Certificate and the
financial statements for the second full Fiscal Quarter after the Closing Date
(i) with respect to Revolving Loans that are Eurodollar Rate Loans, 2.75%,
per annum (ii) with respect to Revolving Loans and Swing Line Loans that are
Base Rate Loans, 1.75% per annum; (b) from the commencement of the first
interest period occurring after the date of delivery of the Compliance
Certificate and the financial statements for the second full Fiscal Quarter
after the Closing Date until the Second Amendment Effective Date, with respect
to Revolving Loans and Swing Line Loans, a percentage, per annum, determined by
reference to the Leverage Ratio in effect from time to time as set forth
below:

     

    
      
        	
                Leverage
      Ratio

              	
                Applicable
      Margin for Revolving Loans

                (Eurodollar
      Loans)

              	
                Applicable
      Margin for Revolving Loans and Swing Line Loans

                (Base
      Rate Loans)

              
	
                > 5.5:1.00

              	
                3.00%

              	
                2.00%

              
	
                <
      5.5:1.00

                 > 4.5:1.00

              	
                2.75%

              	
                1.75%

              
	
                <
      4.5:1.00

                 > 4.0:1.00

              	
                2.50%

              	
                1.50%

              
	
                <
      4.0:1.00

                 > 3.5:1.00

              	
                2.25%

              	
                1.25%

              
	
                <
      3.5:1.00

              	
                2.00%

              	
                1.00%

              


      

    

    


    (c) from
the Closing Date until the Second Amendment Effective Date, with respect to the
Tranche B Term Loans, a percentage, per annum, determined by reference to the
Leverage Ratio in effect from time to time as set forth below:

     

    
      
        	
                Leverage
      Ratio

              	
                Applicable
      Margin for Tranche B Term Loans (Eurodollar Loans)

              	
                Applicable
      Margin for Tranche B Term Loans

                (Base
      Rate Loans)

              
	
                 > 4.0:1.00

              	
                2.50%

              	
                1.50%

              
	
                <
      4.0:1.00

              	
                2.25%

              	
                1.25%

              


      

    

    


    (d)  on
and after the Second Amendment Effective Date, with respect to Revolving Loans
and Swing Line Loans, a percentage, per annum, determined by reference to the
Leverage Ratio in effect from time to time as set forth below:

     

    
      
        	
                Leverage
      Ratio

              	
                Applicable
      Margin for Revolving Loans

                (Eurodollar
      Loans)

              	
                Applicable
      Margin for Revolving Loans and Swing Line Loans

                (Base
      Rate Loans)

              
	
                > 5.5:1.00

              	
                5.00%

              	
                4.00%

              
	
                <
      5.5:1.00

                 > 4.5:1.00

              	
                4.75%

              	
                3.75%

              
	
                <
      4.5:1.00

                 > 4.0:1.00

              	
                4.50%

              	
                3.50%

              
	
                <
      4.0:1.00

                 > 3.5:1.00

              	
                4.25%

              	
                3.25%

              
	
                <
      3.5:1.00

              	
                4.00%

              	
                3.00%

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and (e)
on and after the Second Amendment Effective Date, with respect to the Tranche B
Term Loans, a percentage, per annum, determined by reference to the Leverage
Ratio in effect from time to time as set forth below:

     

    
      
        	
                Leverage
      Ratio

              	
                Applicable
      Margin for Tranche B Term Loans (Eurodollar Loans)

              	
                Applicable
      Margin for Tranche B Term Loans

                (Base
      Rate Loans)

              
	
                 > 4.0:1.00

              	
                4.50%

              	
                3.50%

              
	
                <
      4.0:1.00

              	
                4.25%

              	
                3.25%

              


      

    

    


    No change
in the Applicable Margin shall be effective until three Business Days after the
date on which Administrative Agent shall have received the applicable financial
statements and a Compliance Certificate pursuant to Section 5.1(d) calculating
the Leverage Ratio.  At any time and so long as the Company has not
submitted to Administrative Agent the applicable information as and when
required under Section 5.1(d), the Applicable Margin shall be determined as if
the Leverage Ratio were in excess of 5.5:1.00 in the case of Revolving Loans and
Swing Line Loans and 4.0:1.00 in the case of Tranche B Term
Loans.  Within one Business Day of receipt of the applicable
information under Section 5.1(d), the Administrative Agent shall give each
Lender telefacsimile or telephonic notice (confirmed in writing) of the
Applicable Margin in effect from such date.

     

    In the
event that any financial statement or certificate delivered pursuant to Section
5.1 is shown to be inaccurate (at a time when this Agreement is in effect and
unpaid Obligations under this

     

    Agreement
are outstanding (other than indemnities and other contingent obligations not yet
due and payable), and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Margin for any period (an “Applicable Period”) than the
Applicable Margin applied for such Applicable Period, then (x) the Company shall
immediately deliver to Administrative Agent a correct certificate required by
Section 5.1 for such Applicable Period, (ii) the Applicable Margin shall be
determined based upon the Leverage Ratio reflected in such corrected
certificate, and (iii) the Company shall immediately pay to Administrative Agent
the accrued additional interest owing as a result of such increased Applicable
Margin for such Applicable Period; provided, that non-payment as a result of
such inaccuracy shall not in any event be deemed retroactively to be an Event of
Default pursuant to Section 8.1(a).  Nothing in this paragraph shall
limit the right of the Administrative Agent or any Lender under Section 2.10 or
Section 8.

     

    (e)  Section
1.1 of the Credit Agreement is hereby amended by adding the following sentence
to the end of the existing definition of “Base Rate”:

     

    Notwithstanding
the foregoing, the Base Rate shall at no time be less than 3.00% per
annum.

     

    (f)  Section
1.1 of the Credit Agreement is hereby amended by replacing the word “and” with
the text “, ” between clauses (i) and (j) of the definition of “Consolidated
Adjusted EBITDA” and adding the following clause (k) immediately after clause
(j) thereof:

    


    ,
(k)  any non-recurring fees, cash charges and other cash expenses
incurred in connection with the issuance of Capital Stock or Indebtedness
(whether or not successful), extinguishment of Indebtedness, refinancing
transaction or amendment or modification of any debt instrument (including any
amendment or other modification of the Senior Subordinated Notes, the Loans and
any credit facilities) and (l) any non-cash impairment charge or asset write-off
and the amortization of intangibles.

     

    (g)  the
definition of “Consolidated Excess Cash Flow” in Section 1.1 of the Credit
Agreement is hereby amended by:

     

    (1)  deleting
clause (f) thereof  and replacing it with the following:

     

    (f)  distributions
to Holdings made pursuant to Sections 6.5(c), (k) and (l);

     

    (2)  replacing
the word “and” with the text “, ” between clauses (f) and (g) and adding the
following clause (h) immediately after clause (g) thereof:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and,
(h)  any other non-recurring cash expenses and charges added back to
Consolidated Net Income for purposes of determining Consolidated Adjusted
EBITDA, including, for the avoidance of doubt, fees, cash charges and other cash
expenses added back to Consolidated Adjusted EBITDA pursuant to clause
(k);

     

    (h)  Section
1.1 of the Credit Agreement is hereby amended by deleting the existing
definition of “Interest Period” and replacing it with the following
definition:

     

    “Interest Period” means, in
connection with a Eurodollar Rate Loan, an interest period of three- or
six-months (or nine- or twelve-months if available to all Lenders having
Revolving Exposure or Term Loan Commitments, as applicable), as selected by the
Company in the applicable Funding Notice or Conversion/Continuation Notice, (i)
initially, commencing on the Credit Date or Conversion/Continuation Date
thereof, as the case may be; and (ii) thereafter, commencing on the day on which
the immediately preceding Interest Period expires; provided, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest
Period shall expire on the next succeeding Business Day unless no further
Business Day occurs in such month, in which case such Interest Period shall
expire on the immediately preceding Business Day; (b) any Interest Period that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clauses (c) and (d), of this definition, end
on the last Business Day of a calendar month; (c) no Interest Period with
respect to any portion of any Class of Term Loans shall extend beyond such
Class’s Term Loan Maturity Date; and (d) no Interest Period with respect to any
portion of the Revolving Loans shall extend beyond the Revolving Commitment
Termination Date.

     

    (i)  Section
1.1 of the Credit Agreement is hereby amended by deleting the existing
definition of “Commitment Fee Percentage” and replacing it with the following
definition:

    


    “Commitment Fee Percentage”
means (i) from the Closing Date until the Second Amendment Effective Date, 0.50%
per annum and (ii) on and after the Second Amendment Effective Date, 1.00% per
annum.

    


    (j)  Section
1.1 of the Credit Agreement is hereby amended by deleting the existing
definition of “Revolving Commitment”, “Revolving Commitment Period” and
“Revolving Commitment Termination Date” and replacing them with the following
definitions:

     

    “Revolving Commitment” means
the commitment of a Lender to make or otherwise fund any Revolving Loan and to
acquire participations in Letters of Credit and Swingline Loans hereunder
and “Revolving
Commitments” means such commitments of all Lenders in the
aggregate.  The amount of each Lender’s Revolving Commitment, if any,
is equal to (A) prior to the Second Amendment Effective Date, the amount of such
Lender’s Original Revolving Commitment and (B) on and after the Second Amendment
Effective Date, the amount of such Lender’s Extended Revolving
Commitment.

     

    “Revolving Commitment Period”
means (A) with respect to the Original Revolving Commitments, the period from
the Closing Date to but excluding the Second Amendment Effective Date and (B)
with respect to the Extended Revolving Commitments, the period from the Second
Amendment Effective Date to but excluding the Revolving Commitment Termination
Date.

     

    “Revolving Commitment Termination
Date” means (A) in the case of the Original Revolving Commitments, the
Second Amendment Effective Date and (B) in the case of the Extended Revolving
Commitments, the earliest to occur of (i) the seventh (7th) anniversary of the
Closing Date, (ii) the date occurring after the Second Amendment Effective Date
on which the Revolving Commitments are permanently reduced to zero pursuant to
Section 2.13(b) or 2.14, and (iii) the date of the termination of the
Revolving Commitments pursuant to Section 8.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2 Amendment
to Section 2.12.  Scheduled
Payments/Commitment Reductions.  Section 2.12(a)
of the Credit Agreement is hereby amended by deleting in their entirety the last
eight rows in the table appearing in such section and replacing such rows with
the following:

     

    
      
        	
                Fiscal
      Quarter

              	
                Tranche
      B Term Loan Installments

              
	
                August
      30, 2009

              	
                $1,000,000

              
	
                November
      30, 2009

              	
                $1,000,000

              
	
                March
      1, 2010

              	
                $1,000,000

              
	
                May
      31, 2010

              	
                $1,000,000

              
	
                August
      30, 2010

              	
                $1,000,000

              
	
                November
      29, 2010

              	
                $1,000,000

              
	
                February
      28, 2011

              	
                $1,000,000

              
	
                Tranche
      B Term Loan Maturity Date

              	
                Remainder

              


      

    

    


    1.3 Amendment
to Section 2.24.  Incremental Facilities. Section 2.24 of the Credit
Agreement is hereby
deleted in its entirety.

     


    1.4 Amendments to Section
6.5:  Restricted Junior
Payments.

     

    (a)  Section 6.5(k) of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with the following:

     

    (k) the
Company may make Restricted Junior Payments to Holdings and Holdings may, in
turn, make Restricted Junior Payments to Holdco to the extent necessary to
permit Holdco to make regularly scheduled payments of interest required under
the Holdco Discount Notes Indenture at the rate of 10.25% per annum payable in
cash semi-annually in arrears on April 1 and October 1 of each year (or
the next succeeding Business Day), so long as at the time of such
Restricted Junior Payment and after giving effect thereto, (i) no Default or
Event of Default shall have occurred and be continuing or shall be caused
thereby, and (ii) the Company and its Subsidiaries are in pro forma compliance
with Section 6.8(a) and (b) as of the last day of the most recently ended Fiscal
Quarter after giving effect to such Restricted Junior Payment;

     

    (b)  Section
6.5 of the Credit Agreement is hereby amended by deleting the word “and” between
clauses (k) and (l) thereto and replacing the period at the end thereof with the
following clause:

    


    ; and (m)
the Company may make Restricted Junior Payments to Holdings and Holdings may, in
turn, make Restricted Junior Payments to Holdco (and further, directly or
indirectly, to Parent, if applicable) in an aggregate amount not to exceed
$15,000,000 to the extent such proceeds are used to redeem, repay or repurchase
Indebtedness under the Parent Indenture and/or Holdco Discount Notes Indenture
and to pay related fees and expenses, including any fees and expenses in
connection with any refinancing of such Indebtedness, so long as at the time of
such Restricted Junior Payment and after giving effect thereto, (i) no Default
or Event of Default shall have occurred and be continuing or shall be caused
thereby, and (ii) the Company and its Subsidiaries are in pro forma compliance
with Section 6.8(a) and (b) as of the last day of the most recently ended Fiscal
Quarter after giving effect to such Restricted Junior Payment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              1.5  

            	
              Amendments to Section
      6.8:  Financial
      Covenants.

            


    

     

               (a)  Section
6.8(a) of the Credit Agreement is hereby amended by deleting the row labeled
“Thereafter” in its entirety and replacing it with the following:

     

    
      
        	
                Fiscal
      Quarter Ending

              	
                Interest

                Coverage
      Ratio

              
	
                May
      30, 2009

              	
                3.50:1.00

              
	
                August
      29, 2009 through February 27, 2010

              	
                3.00:1.00

              
	
                May
      29, 2010

              	
                3.15:1.00

              
	
                August
      28, 2010 through November 27, 2010

              	
                3.25:1.00

              
	
                Thereafter

              	
                3.50:1.00

              


      

    

    


    (b)  Section 6.8(b) of the
Credit Agreement is hereby amended by deleting the row labeled “Thereafter” in
its entirety and replacing it with the following:

     

    
      
        	
                Fiscal
      Quarter Ending

              	
                Leverage
      Ratio

              
	
                August
      29, 2009 through August 28, 2010

              	
                3.50:1.00

              
	
                November
      27, 2010

              	
                3.25:1.00

              
	
                Thereafter

              	
                3.00:1.00

              


      

    

    


    
      	
              1.6  

            	
              Amendment
      to Section 6.9:  Fundamental
      Changes; Disposition of Assets; Acquisitions.  Section 6.9
      of the Credit Agreement is hereby amended by deleting clause (e) in its
      entirety and replacing it with the
following:

            


    

     

    (e)  Permitted
Acquisitions, the cash consideration paid for which constitutes less than
$25,000,000 when aggregated with the proceeds of all other Permitted
Acquisitions made within the same Fiscal Year and $50,000,000 in the aggregate
from the Closing Date to the date of determination (excluding, in each case,
consideration funded with the proceeds from a capital contribution to, or the
issuance of any Capital Stock of, Holdings or any of its Subsidiaries to the
extent such proceeds are not required to repay Loans pursuant to Section
2.14(c)); and

    


    
      	
              1.7  

            	
              Amendment
      to Section 6.16:  Amendments
      or Waivers of with respect to Subordinated Indebtedness and the Gold
      Consignment Agreement.  Section
      6.16 of the Credit Agreement is hereby amended by deleting clause (b) in
      its entirety and replacing it with the
  following:

            


    

     

    (b)  No
Credit Party shall, nor shall it permit any of its Subsidiaries to, change,
amend, waive, modify, supplement or renew the terms of the Gold Consignment
Agreement as in effect on the Closing Date (or enter into any replacement
thereof) if the effect of such change, amendment, waiver, modification,
supplement, renewal or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    replacement
is to (i) increase the “Maximum Dollar Amount”, as such term was defined in
the Gold Consignment Agreement as in effect on the Closing Date;
(ii) change any event of default or add or make more restrictive any
covenant with respect to the Gold Consignment Agreement as in effect on the
Closing Date; (iii) grant additional collateral (other than that as in
effect on the Closing Date); or (iv) change or amend any other term of the
Gold Consignment Agreement as in effect on the Closing Date if such change or
amendment would (A) materially increase the monetary obligations of the
obligor or (B) confer additional material rights on the holder of the Gold
Consignment Agreement in a manner adverse to the Lenders.  The
Administrative Agent or the Collateral Agent, as applicable, may execute any
documents or instruments reasonably requested by any Credit Party in connection
with any replacement of the Gold Consignment Agreement and any Gold Consignment
Intercreditor Agreement required to be entered into pursuant to Section 6.2(q)
in connection therewith.

    


    1.8 Extended
Revolving Commitments.  Subject to the
terms and conditions to the effectiveness in this Amendment, during the
Revolving Commitment Period, each Lender executing this Amendment and identified
on Appendix A to this Amendment (each, a “Revolving Lender”) severally
represents, warrants, agrees, covenants and reaffirms its obligation to (i) make
Revolving Loans to the Company in accordance with Section 2.2(a) of the Credit
Agreement and in an aggregate amount up to but not exceeding such Lender’s
Revolving Commitment as set forth on Appendix A to this Amendment, (ii)
irrevocably purchase from Issuing Bank a participation in each Letter of Credit
outstanding on the Second Amendment Effect Date or issued, extended or amended
thereafter (and any drawings honoured under such Letters of Credit) in
accordance with Section 2.4(e) of the Credit Agreement and (iii) irrevocably
purchase from the Swing Line Lender a participation in each Swing Line Loan in
accordance with Section 2.3(b)(vi) of the Credit Agreement.  Each
Credit Party hereby represents, warrants, agrees, covenants and reaffirms (1)
that it is not aware of any defense, set off, claim or counterclaim against any
Agent or Revolving Lender in regard to its obligations in respect of such
Revolving Commitments and (2) its obligation to pay such obligations in respect
of such Revolving Commitments in accordance with the terms and conditions of
this Agreement and the other Credit Documents.

     

    


    1.9 Amendment
to Exhibit L:  Joinder Agreement. Exhibit L of the Credit
Agreement is hereby
deleted in its entirety.

     

    
      	
              SECTION
      II.  

            	
              CONDITIONS
      TO EFFECTIVENESS

            


    

     

    This
Amendment shall become effective as of the date hereof only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the “Second Amendment Effective
Date”):

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Execution. The Administrative
Agent shall have received (i) a counterpart signature page of this Amendment
duly executed by each of the Credit Parties, (ii) consent and authorization from
the Requisite Lenders and all Lenders holding Revolving Commitments to execute
this Amendment on their behalf.

     

    A. Consent Fees.  The
Company shall have paid to (i) each Lender that executes this Amendment on or
prior to the Second Amendment Effective Date, an amendment fee equal to 0.50% of
the aggregate amount of such Lender’s outstanding Loans and Extended Revolving
Commitments as of the Second Amendment Effective Date (after giving effect to
this Amendment) and (ii) each Lender holding Extended Revolving Commitments that
executes this Amendment on or prior to the Second Amendment Effective Date, an
amendment fee equal to 1.00% of the aggregate amount of such Lender’s Extended
Revolving Commitments as of the Second Amendment Effective Date (after giving
effect to this Amendment).

     

    B. No Revolving Loans. No
Revolving Loans shall be outstanding on the Second Amendment Effective
Date.

     

    C. Other Fees.  The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Second Amendment Effective Date, including, to the
extent invoiced, reimbursement or other payment of all reasonable out-of-pocket
expenses required to be reimbursed or paid by the Company hereunder or any other
Credit Document.

     

    D. Necessary Consents. Each
Credit Party shall have obtained all material consents necessary or advisable in
connection with the transactions contemplated by this Amendment.

     

    E. Opinions of Counsel to Credit
Parties. The Administrative Agent and the Revolving Lenders shall have
received originally executed copies of the favorable written opinions of Ropes
& Gray LLP, counsel for Credit Parties, addressed to the Administrative
Agent and the Revolving Lenders, as to such matters as the Administrative Agent
may reasonably request, dated as of the Second Amendment Effective Date and
otherwise in form and substance reasonably satisfactory to the Administrative
Agent (and each Credit Party hereby instructs such counsel to deliver such
opinions to the Administrative Agent and the Revolving Lenders).

     

    F. Other
Documents.  The Administrative Agent and the Lenders shall have
received such other documents, information or agreements regarding Credit
Parties as the Administrative Agent or the Collateral Agent may reasonably
request.

     

    
      	
              SECTION
      III.  

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    In order
to induce Lenders to enter into this Amendment and to amend the Credit Agreement
in the manner provided herein, each Credit Party which is a party hereto
represents and warrants to each Lender that the following statements are true
and correct in all material respects:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Corporate Power and
Authority.  Such Credit Party has all requisite power and
authority to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Amendment (the “Amended Agreement”) and the
other Credit Documents.

     

    A. Authorization of
Agreements.  The execution and delivery of this Amendment and
the performance of the Amended Agreement and the other Credit Documents have
been duly authorized by all necessary action on the part of such Credit
Party.

     

    B. No Conflict.  The
execution and delivery by such Credit Party of this Amendment and the
performance by such Credit Party of the Amended Agreement and the other Credit
Documents do not and will not (i) violate (A) any provision of any law, statute,
rule or regulation, or of the certificate or articles of incorporation or
partnership agreement, other constitutive documents or by-laws of Holdings, the
Company or any Credit Party or (B) any applicable order of any court or any
rule, regulation or order of any Governmental Authority, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any Contractual Obligation of the
applicable Credit Party, where any such conflict, violation, breach or default
referred to in clause (i) or (ii) of this Section III.C., individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect, (iii)
except as permitted under the Amended Agreement, result in or require the
creation or imposition of any Lien upon any of the properties or assets of each
Credit Party (other than any Liens created under any of the Credit Documents in
favor of Collateral Agent on behalf of the Secured Parties), or (iv) require any
approval of stockholders, members or partners or any approval or consent of any
Person under any Contractual Obligation of each Credit Party, except for such
approvals or consents which will be obtained on or before the Second Amendment
Effective Date and except for any such approvals or consents the failure of
which to obtain will not have a Material Adverse Effect.

     

    C. Governmental
Consents.  No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be
required in connection with the execution and delivery by such Credit Party of
this Amendment and the performance by such Credit Party of the Amended Agreement
and the other Credit Documents to which it is a party, except for such actions,
consents and approvals the failure to obtain or make which could not reasonably
be expected to result in a Material Adverse Effect or which have been obtained
and are in full force and effect.

     

    D. Binding
Obligation.  This Amendment and the Amended Agreement have been
duly executed and delivered by such Credit Party and this Amendment, the Amended
Agreement and each other Credit Document to which it is a party each constitutes
a legal, valid and binding obligation of such Credit Party to the extent a party
thereto, enforce­able against such Credit Party in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors’ rights
generally and except as enforceability may be limited by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    E. Incorporation of Representations and
Warranties from Credit Agreement. The representations and warranties of
such Credit Party contained in Section 4 of the Amended Agreement and each other
Credit Document to which it is a party are and will be true and correct in all
material respects on and as of the Second Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true and correct in all material respects on and as of such
earlier date.

     

    F. Absence of
Default.  No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Default.

     

    
      	
              SECTION
      IV.  

            	
              ACKNOWLEDGMENT,
      CONSENT AND CONFIRMATION

            


    

     

    Each
Guarantor hereby acknowledges that it has reviewed the terms and provisions of
the Credit Agreement and this Amendment and consents to the amendment of the
Credit Agreement effected pursuant to this Amendment, including the extension of
the new Revolving Commitments and the other transactions contemplated
thereby.  The Company and each Guarantor hereby confirms its
respective guarantees, pledges, grants of security interests and other
agreements, as applicable, under each Credit Document to which it is a party or
otherwise bound, including under each of the Collateral Documents to which it is
a party, and that notwithstanding the effectiveness of this Amendment and the
extension of the new Revolving Commitments and the other transactions
contemplated thereby, such guarantees, pledges, grants of security interests and
other agreements shall continue to be in full force and effect and shall accrue
to the benefit of the Secured Parties under the Amended Agreement and the other
Credit Documents, which for the avoidance of doubt includes the Revolving
Lenders providing Revolving Commitments pursuant to Section 1.8 of this
Amendment.

     

    Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions
to effectiveness set forth in this Amendment, such Guarantor is not required by
the terms of the Credit Agreement or any other Credit Document to consent to the
amendments to the Credit Agreement effected pursuant to this Amendment and (ii)
nothing in the Credit Agreement, this Amendment or any other Credit Document
shall be deemed to require the consent of such Guarantor to any future
amendments to the Credit Agreement.

     

    
      	
              SECTION
      V.  

            	
              MISCELLANEOUS

            


    

     

    A. Reference
to and Effect on the Credit Agreement and the Other Credit
Documents.

     

    (i) On and
after the Second Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Credit
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Amendment.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii) Except as
specifically amended by this Amendment, the Credit Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified
and confirmed.

     

    (iii) The
execution, delivery and performance of this Amendment shall not constitute a
waiver of any provision of, or operate as a waiver of any right, power or remedy
of any Agent, Lender or Credit Party under, the Credit Agreement or any of the
other Credit Documents.

     

    B. Headings.  Section and
Subsection headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.

     

    C. Applicable
Law.  THIS AMENDMENT AND THE RIGHTS AND OB­LIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401) WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.

     

    D. Counterparts.  This Amendment
may be executed in any number of counter­parts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.  Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission or electronic transmission (in pdf format) will be effective as
delivery of a manually executed counterpart hereof.

     

    E. Amendment
and Restatement.  To facilitate
reference to the provisions of the Credit Agreement, as amended by this
Amendment, each Lender executing this Amendment hereby authorizes the
Administrative Agent, on its behalf, to enter into an amendment and restatement
of the Credit Agreement, at the Administrative Agent's option, as amended by
this Amendment (including without limitation, adding or deleting (as applicable)
each reference to the defined terms deleted pursuant to Section 1.1 of this
Amendment); provided that any such amendment and restatement shall be
distributed to each Lender.

     

    [Remainder of this page intentionally
left blank.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written
above.

    


    
      	
               
      

            	
              COMPANY:

            	
              AMERICAN
      ACHIEVEMENT CORPORATION

            


    

    


    


    By:  /s/ Kris
Radhakrishnan

    Name: Kris Radhakrishnan

    Title: Chief Financial Officer and
Treasurer


    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    GUARANTORS:                                                                           AAC HOLDING CORP.

    


    


    By:  /s/ Kris
Radhakrishnan

    Name:
Kris Radhakrishnan

    Title:
Chief Financial Officer and Treasurer

    


    EDUCATIONAL
COMMUNICATIONS, INC.

    COMMEMORATIVE
BRANDS, INC.

    TAYLOR
SENIOR HOLDING CORP.

    TP
HOLDING CORP.

    TAYLOR
PUBLISHING COMPANY

    CBI
NORTH AMERICA, INC.

    


    


    By:  /s/ Kris
Radhakrishnan

    Name:
Kris Radhakrishnan

    Title:
Chief Financial Officer and Treasurer

    


    TAYLOR
PUBLISHING MANUFACTURING, L.P.

    By:           Taylor
Publishing Company, its General Partner

    


    


    By:  /s/ Kris
Radhakrishnan

    Name:
Kris Radhakrishnan

    Title:
Chief Financial Officer and Treasurer

    


    TAYLOR
MANUFACTURING HOLDINGS, LLC

    By:           Taylor
Publishing Company, its Sole Member

    


    


    By:  /s/ Kris
Radhakrishnan

    Name:
Kris Radhakrishnan

    Title:
Chief Financial Officer and Treasurer

    



    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ADMINISTRATIVE
      AGENT:

            	
              GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

            


    

    
      	
               
      

            	
              As
      Administrative Agent

            


    

    


    


    By:  /s/ Elizabeth
Fischer

    Authorized
Signatory

    



    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              LENDERS:

            	
              DEUTSCHE BANK AG CAYMAN ISLANDS
      BRANCH, as Issuing Bank, Swing Line Lender and a
    Lender

            


    

    


    


    By:  /s/ Erin
Morrissey

            Name:
Erin Morrissey

            Title:
Vice President

    


    


    By:  /s/ Evelyn
Thierry

            Name:
Evelyn Thierry

            Title:
Vice President


    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    CIT LENDING SERVICES
CORPORATION, as a
Lender

    


    


    By:  /s/ Jeffrey
Ulmer

            Name:
Jeffrey Ulmer

            Title:
Senior Vice President


    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    GENERAL ELECTRIC CAPITAL
CORPORATION, as a
Lender

    


    


    By:  /s/ Marie G.
Mollo

            Name:
Marie G. Mollo

            Title:
Duly Authorized Signatory


    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    NATIONAL CITY BANK, as a Lender

    


    


    By:  /s/ James
Ritchie

            Name:
James Ritchie

            Title:
Managing Director

    



    
      
        
          [Signature
Page to Second Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    TO
SECOND AMENDMENT

    


    


    Extended
Revolving Commitments

     

    


     

    
      
        	
                Lender

              	
                Revolving
      Commitment

              	
                Pro
      Rata Share

              
	
                Deutsche
      Bank AG Cayman Islands Branch

              	
                $1,923,076.92

              	
                7.69%

              
	
                CIT
      Lending Services Corporation

              	
                $6,250,000.00

              	
                25.00%

              
	
                General
      Electric Capital Corporation

              	
                $16,826,923.08

              	
                67.31%

              
	
                Total

              	
                $25,000,000

              	
                100%

              


      

    

    



    
      
        
          Appendix
A