exhibit_4-1.htm


    Exhibit
4.1

    


     

    SECOND
SUPPLEMENTAL INDENTURE

     

    SECOND
SUPPLEMENTAL INDENTURE , dated as of February 25, 2009 (this “Second 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 Second 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 Second Supplemental Indenture
with the consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding;

     

    WHEREAS,
the Company has received 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;

     

    WHEREAS,
all other acts and proceedings required by law, by the Indenture, and by the
organizational documents of the Company to make this Second 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
Second Supplemental Indenture. This Second Supplemental Indenture will become
effective when it is executed and delivered by the Company and the
Trustee.

     

    SECTION
1.02                                Amendments to Article 4, 5, and
6.  Pursuant to Section 9.02 of the Indenture, the amendments
set forth in paragraphs (a) through (s) of this Section 1.02 shall become
effective as of the date of this Second Supplemental Indenture:

     

    (a)           Amendment of Section 4.03
(Reports.)  Section 4.03 of the Indenture is hereby amended and
restated in its entirety to read as follows:

     

    Section 4.03 [INTENTIONALLY
OMITTED].


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    (b)           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.

     

    (c)           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].

     

    (d)           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].

     

    (e)           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].

     

    (f)           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].

     

    (g)           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].

     

    (h)           Amendment of Section 4.10 (Asset
Sales).  Section 4.10 of the Indenture is hereby amended and
restated in its entirety to read as follows:

     

    Section
4.10  [INTENTIONALLY OMITTED].

     

    (i)           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].

     

    (j)           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].

     

    (k)           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].

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    (l)           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].

     

    (m)           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].

     

    (n)           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:

     

    Section
4.16  [INTENTIONALLY OMITTED].

     

    (o)           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].

     

    (p)           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].

     

    (q)           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].

     

    (r)           Amendment of Section 5.01 (Merger,
Consolidation, or Sale of Assets).  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.

     

    The Company shall not, directly or
indirectly: (i) consolidate or merge with or into another Person (whether
or not the Company is the surviving corporation); or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a
whole, in one or more related transactions, to another Person,
unless:

     

    (1)
either:

     

    (A) the
Company is the surviving corporation; or

     

    (B) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a corporation, limited liability company or limited
partnership organized or existing under the laws of the United States, any state
of the United States or the District of Columbia (provided that if such Person
is not a corporation, such Person shall be required to cause a subsidiary of
such Person that is a corporation to be a co-obligor under the
Notes);

     

    (2) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of the Company
under the Notes and this Indenture.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    This Section 5.01 will not apply
to:

     

    (1) a
merger of the Company with an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction; or

     

    (2) any
consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among the Company and its Restricted
Subsidiaries.

     

    (s)           Amendment of Section 6.01 (Events of
Default).  Clauses (3), (4), (5) and (6) of Section 6.01 of the
Indenture are hereby amended and restated in their entirety to read as
follows:

     

    Section
6.01                                Events
of Default

     

    (3)  failure by the
Company or any of its Restricted Subsidiaries to comply with the provisions of
Section 5.01 hereof;

     

    (4)  [INTENTIONALLY
OMITTED];

     

    (5)  [INTENTIONALLY
OMITTED];

     

    (6)  [INTENTIONALLY
OMITTED];

     

    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 effective as of the
execution of this Second Supplemental Indenture:

     

    (a)           Amendment to Paragraph 7 of the
Notes.  Paragraph 7 of each Note is hereby amended and restated
in its entirety to read as follows:

     

    (7)  [INTENTIONALLY
OMITTED].

     

    (b)           Amendment to Paragraph 12 of the
Notes.  Clauses (iii), (iv), (v) and (vi) of Paragraph 12 of
each Note are hereby amended and restated in their entirety to read as
follows:  “(iii) failure by the Company
or any of its Restricted Subsidiaries to comply with the provisions of Section
5.01 hereof; (iv)
[INTENTIONALLY OMITTED];
(v)  [INTENTIONALLY OMITTED]; (vi) [INTENTIONALLY
OMITTED];”.

     

    ARTICLE
II

     

    THE
TRUSTEE

     

    SECTION 2.01  Privileges and Immunities of
Trustee.  The Trustee accepts the amendment of the Indenture
and the Notes affected by this Second 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 Second Supplemental Indenture, for the due
execution thereof by the Company or for the recitals contained herein, which are
the Company’s responsibility.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    ARTICLE
III

     

    MISCELLANEOUS
PROVISIONS

     

    SECTION
3.01                                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 Second
Supplemental Indenture or the Indenture or any provision herein or therein
contained.

     

    SECTION
3.02                                Governing Law.  THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
SECOND 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
3.03                                Severability
Clause.  In case any provision in this Second 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
3.04                                Ratification of Indenture; Second
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 Second 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 Second
Supplemental Indenture or with respect to the recitals contained herein, all of
which recitals are made solely by the other parties hereto.

     

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

     

    SECTION
3.06                                Headings.  The
headings of the Articles and the sections in this Second 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
3.07                                Successors.  All
agreements of the Company and the Trustee in this Second Supplemental Indenture
will bind their respective successors.

     

    


     

    [Signature
Pages to Follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

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

     

    


    
      	
              AMERICAN
      ACHIEVEMENT GROUP HOLDING CORP.

            
	 
      	 
      
	
              By:

            	
              /s/
      Donald Percenti

            
	 
      	
              Name:
      Donald Percenti

            
	 
      	
              Title:  CEO
      and President

            
	 
      	 
      


    

    


    


    


    
      	
              U.S.
      BANK NATIONAL ASSOCIATION,

              as
      Trustee

            
	 
      	 
      
	
              By:

            	
              /s/
      Richard Prokosch

            
	 
      	
              Name:
      Richard Prokosch

            
	 
      	
              Title:
      Vice President