Exhibit 10.10
AIRCRAFT LEASE AGREEMENT
This Aircraft Lease Agreement ("Lease") is made and entered into as of March 15,
2004, by and between JOSTENS HOLDING CORP., a Delaware corporation ("Lessor"),
with its principal place of business at 5501 American Boulevard West,
Minneapolis, Minnesota 55437, and JOSTENS, INC., a Minnesota corporation
("Lessee"), with its principal place of business at 5501 American Boulevard
West, Minneapolis, Minnesota 55437.
W I T N E S S E T H
WHEREAS, Lessor has purchased a certain Citation CJ2 aircraft, manufacturer's
serial number 111, current registration number N219FL, including two (2)
Williams/Rolls Royce FJ44-2C aircraft engines, bearing manufacturer's serial
numbers 126090 and 126091 installed thereon (collectively the "Aircraft");
WHEREAS, Lessee desires to Lease the Aircraft from Lessor on the terms and
subject to the conditions set forth herein; and
WHEREAS, Lessor and Lessee desire that all flight operations conducted by Lessee
under this Lease be conducted pursuant to Part 91 of the Federal Aviation
Regulations and that this Lease not be construed as giving rise to air taxi
operations under Part 135 of the Federal Aviation Regulations.
NOW, THEREFORE, the parties hereto agree as follows:
1.
LEASE OF AIRCRAFT.
PURSUANT TO THE
TERMS AND CONDITIONS OF THIS LEASE, LESSOR AGREES TO LEASE TO LESSEE, AND LESSEE
AGREES TO LEASE FROM LESSOR, THE AIRCRAFT FOR THE TERM OF THIS LEASE.
2.
FEES.
IN CONSIDERATION FOR LESSOR'S
LEASE OF THE AIRCRAFT TO LESSEE, LESSEE SHALL PAY TO LESSOR AIRCRAFT LEASE FEES
AS SET FORTH ON THE LEASE SUPPLEMENT ATTACHED HERETO (THE "AIRCRAFT LEASE FEES")
IN SUCH AMOUNTS AND AT SUCH TIMES AS ARE SET FORTH THEREIN.
3.
TERM.
THIS LEASE SHALL COMMENCE ON THE
DATE HEREOF AND SHALL CONTINUE IN EFFECT FOR A PERIOD OF ONE YEAR, AND SHALL
AUTOMATICALLY RENEW ON AN ANNUAL BASIS UNLESS EITHER PARTY SHALL GIVE NOTICE TO
THE OTHER THAT IT DESIRES TO TERMINATE OR UNLESS TERMINATED EARLIER IN
ACCORDANCE WITH THE TERMS HEREOF.
4.
COSTS OF OPERATION.
ALL COSTS OF
OPERATING THE AIRCRAFT, INCLUDING, WITHOUT LIMITATION, COSTS OF AVIATION FUEL,
OIL AND ADDITIVES FOR THE AIRCRAFT, SHALL BE FOR THE ACCOUNT OF, AND PAID BY,
LESSEE.
5.
REPAIR AND MAINTENANCE; LOGBOOKS AND
RECORDS.
(A)
LESSEE HEREBY REPRESENTS AND WARRANTS TO
LESSOR THAT THE AIRCRAFT SHALL BE MAINTAINED IN GOOD FLYING CONDITION IN
CONFORMITY WITH ALL APPLICABLE FEDERAL AND STATE LAWS, RULES AND REGULATIONS.
ALL ROUTINE AIRCRAFT INSPECTIONS, MAINTENANCE AND SERVICES SHALL BE FOR THE
ACCOUNT OF, AND PAID BY, LESSOR.
(B)
LESSEE SHALL MAINTAIN ALL LOGS, MANUALS,
INSPECTION DATA, MODIFICATION AND OVERHAUL RECORDS REQUIRED TO BE MAINTAINED
WITH RESPECT TO THE AIRCRAFT (COLLECTIVELY, "LOGBOOKS").
6.
INSPECTION RIGHT.
LESSOR OR ITS
DESIGNEE SHALL HAVE THE RIGHT TO INSPECT THE AIRCRAFT AT ANY REASONABLE TIME
UPON REASONABLE ADVANCE NOTICE.
AT THE TIME OF SUCH INSPECTION, LESSEE SHALL
MAKE AVAILABLE TO LESSOR OR ITS DESIGNEE THE LOGBOOKS.
7.
DISCLAIMER OF WARRANTY.
NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, LESSOR EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTY AS TO AIRWORTHINESS, DESIGN, VALUE, CONDITION,
SUITABILITY, ABSENCE OF