S-4

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As filed with the Securities and Exchange Commission on November 10, 2004

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JOSTENS IH CORP.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	3911 (Primary Standard Industrial Classification Code Number)	20-0106749 (I.R.S. Employer Identification Number)
(see table of additional registrants)
5501 American Boulevard West Minneapolis, Minnesota 55437 (952) 830-3300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Marie D. Hlavaty, Esq. 5501 American Boulevard West Minneapolis, Minnesota 55437 (952) 830-3300 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to: Risë B. Norman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after the Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
75/8% Senior Subordinated Exchange Notes due 2012	$500,000,000	100%	$500,000,000	$63,350
Guarantees of 75/8% Senior Subordinated Exchange Notes due 2012(2)	N/A(3)	(3)	(3)	(3)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

See inside facing page for additional registrant guarantors.

(3)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number	Address, including Zip Code and Telephone Number, including Area Code, of Agent for Service, of Registrant's Principal Executive Offices
Jostens, Inc.	Minnesota	3911	41-0343440	5501 American Boulevard West Minneapolis, MN 55437
Von Hoffmann Holdings Inc.	Delaware	2732	22-1661746	1000 Camera Avenue St. Louis, MO 63126
Von Hoffmann Corporation	Delaware	2732	43-0633003	1000 Camera Avenue St. Louis, MO 63126
The Lehigh Press, Inc.	Pennsylvania	2750	23-1417330	7001 North Park Drive Pennsauken, NJ 08109 (856) 665-5200
Precision Offset Printing Company, Inc.	Delaware	2732	23-1354890	1000 Camera Avenue St. Louis, MO 63126
Anthology, Inc.	Delaware	2732	36-4228578	3640 Edison Place Rolling Meadows, IL 60008 (847) 506-9800
AHC I Acquisition Corp.	Delaware	2844	13-3979203	1815 East Main Street Chattanooga, TN 37404 (423) 624-3301
AKI Holding Corp.	Delaware	2844	74-2883163	1815 East Main Street Chattanooga, TN 37404 (423) 624-3301
AKI, Inc.	Delaware	2844	13-3785856	1815 East Main Street Chattanooga, TN 37404 (423) 624-3301
IST, Corp.	Delaware	2844	31-1812966	5600 Energy Parkway Baltimore, MD 21226 (410) 360-3000

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 10, 2004

$500,000,000

JOSTENS IH CORP.

        Offer to Exchange all outstanding 7⁵/8% Senior Subordinated Notes due 2012 for an equal amount of 7⁵/8% Senior Subordinated Notes due 2012, which have been registered under the Securities Act of 1933.

The Exchange Offer

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We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable.



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You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.



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The exchange offer expires at 5:00 p.m., New York City time, on            , 200  , unless extended. We do not currently intend to extend the expiration date.



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The exchange of outstanding notes for exchange in the exchange offer will not be a taxable event for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer.

The Exchange Notes

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The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the placement of the outstanding notes.



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The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable.

Results of Exchange Notes

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The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

        If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. By making such acknowledgment, you will not be deemed to admit that you are an "underwriter" under the Securities Act of 1933. Broker-dealers may use this prospectus in connection with any resale of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer or until any broker-dealer has sold all registered notes held by it, we will make this prospectus available to such broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or trading activities. See "Plan of Distribution".

        If you are an affiliate of Jostens IH Corp. or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act of 1933 in connection with any resale transaction.

You should consider carefully the risk factors beginning on page 17 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2004

TABLE OF CONTENTS

	PAGE
WHERE YOU CAN FIND MORE INFORMATION	i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
INDUSTRY AND MARKET DATA	iii
SUMMARY	1
RISK FACTORS	17
USE OF PROCEEDS	33
CAPITALIZATION	34
THE TRANSACTIONS	35
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	36
SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA	48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	51
BUSINESS	79
MANAGEMENT	96
PRINCIPAL SHAREHOLDERS	105
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	107
DESCRIPTION OF CERTAIN INDEBTEDNESS	112
THE EXCHANGE OFFER	115
DESCRIPTION OF THE NOTES	125
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER	185
PLAN OF DISTRIBUTION	186
LEGAL MATTERS	187
EXPERTS	187
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

        This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any exchange notes offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offer contained herein and, if given or made, such information or representations must not be relied upon as having been authorized by Jostens IH Corp. Neither the delivery or this prospectus nor any sales made hereunder shall under any circumstances create an implication that there has been no change in our affairs or that of our subsidiaries since the date hereof.

WHERE YOU CAN FIND MORE INFORMATION

        We and our guarantor subsidiaries have filed with the Securities and Exchange Commission a registration statement on Form S-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We and our guarantor subsidiaries are not currently subject to the informational requirements of the Securities Exchange Act of 1934, as amended. As a result of the offering of the exchange notes, we and our guarantor subsidiaries will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C.

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20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

        So long as we and our guarantor subsidiaries are subject to the periodic reporting requirements of the Exchange Act, we and our guarantor subsidiaries are required to furnish the information required to be filed with the SEC to the trustee and the holders of the outstanding notes and the exchange notes. We and our guarantor subsidiaries have agreed that, even if we and our guarantor subsidiaries are not required under the Exchange Act to furnish such information to the SEC, we will nonetheless continue to furnish information that would be required to be furnished by us and our guarantor subsidiaries by Sections 13 or 15(d) of the Exchange Act.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, expected cost savings, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. The words "may", "might", "will", "should", "estimate", "project", "plan", "anticipate", "expect", "intend", "outlook", "believe" and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under "Risk Factors" and elsewhere in this prospectus.

        The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

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our substantial indebtedness following the consummation of the Transactions (as defined);



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our inability to implement our business strategy and achieve anticipated cost savings in a timely and effective manner;



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competition from other companies;



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the seasonality of our businesses;



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loss of significant customers or customer relationships;



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fluctuations of raw material prices and our reliance on a limited number of suppliers;



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Jostens, Inc.'s reliance on independent sales representatives;



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our reliance on numerous complex information systems;



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Von Hoffmann Holdings Inc.'s dependency on the sale of school textbooks;



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the textbook adoption cycle and levels of government funding for education spending;



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the reliance of our businesses on limited production facilities;



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the amount of capital expenditures required at our businesses;



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the failure of Arcade's sampling systems to comply with U.S. postal regulations;

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labor disturbances;



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environmental regulations;



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foreign currency fluctuations and foreign exchange rates;



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the outcome of litigation; and



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control by our controlling shareholders.

        We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

INDUSTRY AND MARKET DATA

        We obtained the industry, market and competitive position data referenced throughout this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties, including Veronis Suhler Communications, the National Center for Educational Statistics and the U.S. Department of Education. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications, studies and surveys is reliable, we have not independently verified market and industry data from third party sources. While we believe our internal company research is reliable, such research has not been verified by any independent source.

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SUMMARY

This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before participating in the exchange offer. You should read the entire prospectus carefully. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in "Risk Factors" and elsewhere in this prospectus. Except where otherwise indicated in this prospectus, all references to (1) "we", "us" and "our" refer to Jostens IH Corp. and its subsidiaries, the corporation that operates Jostens, Von Hoffmann and Arcade, (2) "Jostens Holding", "our parent" and "our parent company" refer to our indirect parent, Jostens Holding Corp., (3) "Jostens" refers to Jostens, Inc. and its subsidiaries, (4) "Von Hoffmann" refers to Von Hoffmann Holdings Inc. and its subsidiaries, (5) "Arcade" refers to AHC I Acquisition Corp. and its subsidiaries and (6) "our companies" and "our businesses" refer to Jostens, Von Hoffmann and Arcade after giving effect to the Transactions. All references to a particular fiscal year of Jostens IH Corp., or JIHC, are to the four fiscal quarters ended the Saturday nearest to December 31. All references to a particular Von Hoffmann fiscal year are to the four fiscal quarters ended December 31. All references to a particular Arcade fiscal year are to the four fiscal quarters ended June 30. Unless otherwise indicated, financial information identified in this prospectus as "pro forma" gives effect to the consummation of the Transactions (as defined) and certain other events as described under "Unaudited Pro Forma Condensed Consolidated Financial Information".

Our Company

        We are a leading North American specialty printing, marketing and school-related affinity products and services enterprise that was formed through the combination of Jostens, Von Hoffmann and Arcade. On a pro forma basis, we generated approximately 74% of our net sales for fiscal 2003 from printing and marketing products, which include, among others, yearbooks, educational materials, diplomas, announcements, direct marketing materials and commercial printing. We also manufacture and distribute other non-print based school-related affinity products and services such as class rings, caps and gowns and school photography. More than 80% of our pro forma net sales for fiscal 2003 were generated for products and services for which we believe we have the #1 or #2 market position in North America.

        On October 4, 2004, we completed a series of transactions, pursuant to which Arcade and Von Hoffmann became our direct, wholly-owned subsidiaries. As a result of these transactions, affiliates of Kohlberg Kravis Roberts & Co. L.P., or KKR, own approximately 49.6% of our voting interests and 45% of our economic interest, and affiliates of DLJ Merchant Banking Partners III, L.P., or DLJMBP III, own approximately 41% of our voting interests and 45% of our economic interest, with the remainder held by other co-investors and certain members of management. See "The Transactions".

        Our primary end market is the North American educational sector, which generated approximately 76.9% of our pro forma net sales for fiscal 2003. The North American educational sector includes high schools, colleges, middle and elementary schools and the educational publishers that service them. Over the last 100 years, we have developed long-standing relationships with administrators in over 25,000 schools in North America and major publishers of educational textbooks such as Harcourt Inc., Houghton Mifflin Company, The McGraw-Hill Companies and Pearson Plc.

        We believe Jostens, Von Hoffmann and Arcade all have attractive and growing niche end markets. We believe that the combination of these businesses will diversify our revenue base as well as allow us to realize substantial cost savings over time.

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        We will manufacture and provide our products and services through three operating companies: Jostens, Von Hoffmann and Arcade. The following chart sets forth a list of key products and services and our belief as to our respective market positions for each of our operating companies:

	Jostens		Von Hoffmann		Arcade
Key products and services:	• • • •	Yearbooks Class and affiliation rings Graduation products Photography	• • • •	Textbooks Textbook covers Standardized tests Textbook components	• •	ScentStrip® Patented products, including BeautiSeal®
Estimated North American market position:	• • • •	#1 Yearbooks #1 Class rings #1 Graduation products #1 School photography (Canada)	• •	#1 Textbook covers #2 Elementary and high school case-bound textbooks	•	#1 Scent strip samplers

Jostens

        Jostens is the nation's leading provider of school-related affinity products and services including yearbooks, class rings and graduation products. Our 107-year history of providing quality products has enabled us to develop long-standing relationships with school administrators throughout the country. Jostens' high degree of customer satisfaction translates into annual retention rates of over 90% in its major product lines. We believe Jostens has an estimated 40% to 50% market share across its major product lines.

        Jostens sells its products and services predominantly to North American high school and college students, primarily through a network of approximately 1,000 sales representatives and associates. Most of these sales representatives and associates are independent. Jostens' sales representatives and technical support employees assist students and faculty advisors with the planning and layout of yearbooks. With a new class of students each year and periodic faculty advisor turnover, Jostens' sales representatives and customer service employees are the main point of continuity for the yearbook production process on a year-to-year basis. In most schools with which it has a relationship, Jostens sells class rings to students as the designated supplier of the school's official class ring. Class rings are also sold through college bookstores, other campus stores, retail jewelry stores and via the Internet. Jostens also sells caps, gowns, diplomas and announcements, as well as graduation-related accessories, to students and administrators through the same sales representatives who sell class rings.

        In addition to its other product lines, Jostens is the leading provider of school photography products and services in Canada and has a small but growing presence in the United States. Through Jostens' network of sales representatives and independent dealers, Jostens provides photography services for special events and class and individual school pictures of high school, middle and elementary school students.

        We estimate that the school-related affinity products market, which consists of sales of yearbooks, class rings and graduation products to 16,500 U.S. high schools and 5,300 U.S. colleges, represents $1.5 billion in annual revenues. Jostens also participates in the estimated $2.7 billion North American school photography industry. Historically, Jostens has benefited from growth in the number of total graduates and the total school population, unlike other businesses whose growth is correlated with economic cycles. According to the National Center for Educational Statistics, the number of U.S. high

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school graduates increased from 2.5 million in 1992 to a projected 3.0 million in 2004. The U.S. Department of Education expects continued growth for the remainder of the decade.

Von Hoffmann

        Von Hoffmann is a leading manufacturer of four-color case-bound and soft-cover educational textbooks, textbook covers, standardized test materials and related components for major educational publishers in the United States. The educational publishers, in turn, sell them to elementary schools, middle schools, high schools and colleges. Von Hoffmann also provides commercial printing services to non-educational customers, including business-to-business catalog publishers, the federal government, trade publishers and the health-care and financial services industries. Its Lehigh Direct business provides a range of innovative printing products and services to the direct marketing sector. Over its 100-year history, Von Hoffmann has established itself as a trusted provider of quality products with a reputation for on-time delivery and innovation.

        Von Hoffmann's primary customers in the instructional materials market include Harcourt, Inc., Houghton Mifflin Company, The McGraw-Hill Companies and Pearson Plc. Von Hoffmann competes in the educational textbook market by leveraging its reputation for quality and full service and by providing competitive pricing and rapid turnaround. We believe that Von Hoffmann has approximately a 50% market share of the textbook cover market and approximately a 35% market share of the elementary through high school, or ELHI, four-color case-bound textbook market.

        The 2004 Veronis Suhler Forecast estimates that the end-market for ELHI and college instructional materials will grow from $8.7 billion in 2003 to $11.6 billion in 2008 driven by increases in: (1) prospective textbook adoptions in the coming years; (2) standardized testing; (3) state funding for public elementary and secondary schools; (4) the importance of supplemental materials; and (5) levels of student enrollment. We believe that expected positive trends in the planned textbook adoption cycle in key states over the next several years and the respective curricula to be adopted will contribute significantly to growth in our business. We believe that the market for ELHI and college instructional materials has attractive characteristics and remains one of the strongest sectors within the book publishing industry.

Arcade

        Arcade is a leading global marketer and manufacturer of multi-sensory and interactive advertising sampling systems that utilize various technologies to engage the senses of touch, sight and smell. Arcade has over a 100 year history and introduced its ScentStrip® product in 1980. Arcade offers an extensive portfolio of proprietary, patented and patent-pending technologies that can be incorporated into various marketing programs designed to reach the consumer at home or in-store, such as magazine inserts, catalog inserts, remittance envelopes, statement enclosures, blow-ins, direct mail, direct sell and point-of-sale materials and gift-with-purchase/purchase-with-purchase programs.

        Arcade sells its products to fragrance companies (such as Estée Lauder, Inc. and L'Oréal Group), prestige and mass cosmetic companies (such as Mary Kay Inc.), consumer products companies (such as The Procter & Gamble Company), department stores, home shopping retailers and specialty retailers. ScentStrip® sales represented 39% of Arcade's net sales for its fiscal 2003. We estimate that Arcade has approximately a 50% market share of the scent strip segment of the fragrance sampling market.

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Business Strengths

        We believe that we are distinguished by the following business strengths:

Leading market positions and competitive advantages

        More than 80% of our pro forma net sales for fiscal 2003 were generated from products and services in which we believe we have the #1 or #2 market position in North America. We believe that Jostens has an approximately 40% to 50% market share across its major product lines, Von Hoffmann has approximately a 50% market share of the textbook cover market and approximately a 35% market share of the four-color case-bound textbook market, and Arcade has approximately a 50% market share of the scent strip sampler market.

        The majority of Jostens' sales are "in the schoolhouse", to school administrators and students, with whom long-standing relationships and the trust that an individualized, quality product will be delivered on-time are important. Von Hoffmann's manufacturing operations, particularly its bookbinding capabilities, and dedication to the educational end market provide a competitive advantage over other printers that would have to dedicate significant resources to establish similar production capabilities. We believe that Arcade is the industry leader in the introduction of innovative products with nearly one half of Arcade's revenues generated from products for which Arcade holds patents.

Attractive and growing industry dynamics

        The markets for our products and services exhibit attractive characteristics that we believe will contribute to the growth of our businesses. We believe that continued growth in the number of high school graduates will benefit Jostens. Jostens' core products are generally purchases that are made through various economic cycles. Additionally, we believe that the expected upturn in the textbook adoption cycle over the next several years will be a primary contributor to growth for Von Hoffmann. Similarly, we believe that Arcade is well positioned to benefit from any rebound in the advertising market.

Reputation for superior quality and customer service

        We have successfully leveraged the quality and depth of our products and services to establish, maintain and grow our long-term customer relationships. We currently serve 25,000 schools, every major textbook publisher and a variety of leading fragrance, cosmetic and consumer products customers. We believe our businesses are well regarded in the markets in which they operate, where reliable service, product quality and the ability to solve complex production and distribution problems are important competitive attributes. Jostens has maintained long-standing customer relationships through its ability to provide highly customized and personalized products. Jostens' high degree of customer satisfaction translates into annual retention rates of over 90% of its customers in its major product lines. Von Hoffmann maintains long-standing relationships with the major educational publishers, and each of its top five customers has been a customer of Von Hoffmann for over 30 years. Arcade's technical expertise, manufacturing reliability and customer capabilities have enabled it to develop strong relationships with its customers. Arcade's top five customers have been Arcade customers for over 10 years.

Experienced management team

        Our executive management team has considerable industry experience. Marc Reisch, who has joined our company as Chairman, President and Chief Executive Officer, has over 20 years experience in the printing and publishing industries and formerly served as the Chairman and Chief Executive Officer of Quebecor World North America. He also has a proven track record of successfully acquiring and integrating companies. Our senior management team has substantial industry experience and an

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average of 22 years of experience in the industries in which our companies operate. Our management will also be highly motivated stakeholders through our new equity and option plan, which includes substantial management investment in our equity.

Business Strategy

        The principal features of our business strategy include the following:

Improve customer service and selling strategy to drive growth

        We expect to continue to enhance our relationships with our customers through a focus on customer service and sales force effectiveness across our businesses. Jostens, Von Hoffmann and Arcade will maintain separate sales forces to sell their products, which will help to ensure continuity in our customer relationships. We believe there are opportunities within each of our businesses to increase sales to existing customers and to expand our customer base through a continued focus on our selling strategy. At Jostens, our sales strategy will be focused on improving account retention and buy rates through enhanced customer service and new product offerings, increasing the cross-selling of additional Jostens products to existing customers and adding new customers. At Von Hoffmann, our efforts will be directed at increasing our sales to existing educational customers through a focus on product quality, customer service and the breadth of our product offering following the acquisition of Lehigh Press. We also plan to expand our commercial printing business during our off-peak seasons through a targeted sales effort to non-educational customers. At Arcade, we intend to grow our market share with our core fragrance and cosmetics customers through a continued emphasis on customer service and product innovation. We also plan to expand Arcade's customer base by emphasizing the effectiveness of its advertising solutions in less traditional markets such as consumer packaged goods.

Enhance core product and service offerings

        We have continually invested in our businesses to position ourselves as a leader in innovation and breadth of products and services in each market we serve. Through new product development and services and the addition of new features, add-ons and customization, we believe we are able to further stimulate the demand for our products, improve account retention and relationships and generate additional revenue. For instance, Jostens was an industry leader in introducing the electronic manufacturing of yearbooks. Similarly, Von Hoffmann has selectively added new service offerings, such as design, art procurement, editorial, color separation and printing plastic transparencies and decorative covers in the instructional materials and commercial printing markets. Arcade has expanded its sampling system business by developing and acquiring new technologies in the olfactory and beauty sampling system categories. We believe that Arcade's innovative sampling systems have altered the economics and efficiencies of product sampling in the cosmetic and fragrance markets. We intend to continue to invest time and resources to maintain our leading positions in our three businesses.

Implement near-term cost savings initiatives

        By combining our three businesses in connection with the Transactions, we believe that significant, near-term cost saving opportunities exist. These cost savings will primarily be achieved through procurement initiatives aimed at reducing the costs of materials and services used in our operations and reducing corporate and administrative expenses. Our procurement initiatives will focus on our raw materials, but will also encompass other materials and services such as logistics and energy costs. We expect to reduce our corporate and administrative expenses through selected rationalization of certain overhead costs across our three businesses. Through these initiatives, we expect to achieve annual cost savings of between $22 million and $30 million, with approximately $20 million achievable in 2005. See "Risk Factors—Risks Relating to Our Business—We may not be able to achieve all of our expected cost savings and benefits from the Transactions."

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Improve operating efficiencies and asset utilization

        The combination of Jostens, Von Hoffmann and Arcade provides opportunities to maximize the efficiency of our assets and operations and grow revenue and profitability. First, we intend to extend continuous improvement and lean manufacturing practices across all three businesses. Second, we will continue to invest in certain facilities and consolidate others to improve our asset utilization while continuing to provide our customers with high quality products and services. Third, we intend to take advantage of the seasonality present in our businesses to capture selected commercial printing business. We intend to leverage Von Hoffmann's facilities, our reputation in the commercial market and our management team's experience in the commercial printing industry to increase our presence in the commercial printing market. Lastly, we intend to continue to identify additional corporate purchasing and procurement opportunities beyond those outlined above.

Selectively pursue complementary acquisitions

        We intend to pursue opportunistic acquisitions to leverage our existing infrastructure, expand our geographic reach and broaden our product and service offerings. In 2003, Von Hoffmann acquired Lehigh Press, which provides us with a market-leading position in the manufacturing of textbook covers and a significant direct mail business. In 2003, Jostens purchased a small U.S. photography business and a small soft-cover, elementary school-focused memory book printer. We believe that there will be additional acquisition opportunities in the industries in which we operate.

The Transactions

        We are indirectly owned by affiliates of DLJMBP III, affiliates of KKR (together with DLJMBP III, the "Sponsors"), other co-investors and certain members of management. On July 21, 2004, our parent entered into a contribution agreement with Fusion Acquisition LLC, or Fusion, an affiliate of KKR, pursuant to which Fusion contributed to our parent (the "Contribution") all of the stock of Von Hoffmann and Arcade that Fusion acquired immediately prior to such Contribution pursuant to two separate mergers, or the Merger, in exchange for shares of our parent's common stock. Subsequent to the Contribution, our parent caused all of the equity interests of Von Hoffmann and Arcade held by it to be contributed to us, which resulted in Von Hoffmann and Arcade becoming our wholly-owned subsidiaries.

        Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners II, L.P., or DLJMBP II, and DLJMBP III owned approximately 82.5% of our outstanding equity, with the remainder held by other co-investors and certain members of management. Upon consummation of the Transactions, an affiliate of KKR was issued equity interests representing approximately 49.6% of our parent's voting interest and 45% of our parent's economic interest. As a result of the Transactions, affiliates of DLJMBP III held equity interests representing approximately 41% of our parent's voting interest and 45% of our parent's economic interest, with the remainder held by other co-investors and certain members of management.

        In connection with the Transactions, we concluded tender offers to repurchase any and all of the outstanding 12³/4% Senior Subordinated Notes Due 2010 of Jostens, 10¹/4% Senior Notes Due 2009 and 10³/8% Senior Subordinated Notes Due 2007 of Von Hoffmann Corporation, 13¹/2% Subordinated Exchange Debentures Due 2009 of Von Hoffmann Holdings Inc. and 10¹/2% Senior Notes Due 2008 of AKI, Inc. and received the requisite consents from the respective holders of those notes to amend the indentures governing each respective series of notes to eliminate substantially all of the restrictive covenants and effect certain other amendments to those indentures. In accordance with the contribution agreement, we discharged the indentures governing the 12³/4% Senior Subordinated Notes due 2010 of Jostens and the 10¹/4% Senior Notes Due 2009 of Von Hoffmann and redeemed all other notes not tendered in connection with the tender offers.

6

        In connection with the Transactions:

•

JIHC entered into new senior secured credit facilities, consisting of a $150 million Term Loan A Facility, an $870 million Term Loan B Facility and a $250 million revolving credit facility, primarily to cover seasonal working capital requirements;



•

JIHC issued $500 million aggregate principal amount of 7⁵/8% senior subordinated notes due 2012;



•

Von Hoffmann equity holders were paid approximately $187.5 million;



•

Holders of Arcade's Amended and Restated Notes were paid $81.0 million and holders of Arcade's Mandatorily Redeemable Preferred Stock were paid $63.6 million;



•

Jostens repaid approximately $61.9 million of indebtedness under its previous revolving credit facility;



•

we used approximately $1,384.7 million to redeem Jostens' 14% Senior Redeemable Payment-in-Kind Preferred Stock and to refinance other outstanding indebtedness of Jostens, Von Hoffmann and Arcade (including accrued interest, tender premiums and prepayment penalties);



•

we paid approximately $86.0 million of transaction fees and expenses; and



•

we issued shares of our parent's common stock and options to purchase shares of our parent's common stock to Marc Reisch, our new Chairman, President and Chief Executive Officer.

        The Contribution, Mergers and related financing transactions are referred to collectively in this prospectus as the "Transactions".

7

Ownership and Corporate Structure

        The chart below illustrates our ownership and corporate structure.

(1)

An affiliate of KKR owns equity interests representing approximately 49.6% of the voting interest and 45% of the economic interest of Jostens Holding, and affiliates of DLJMBP III own equity interests representing approximately 41% of the voting interest and 45% of the economic interest of Jostens Holding, with the remainder held by other co-investors and certain members of management.

(2)

Consists of 10¹/4% Senior Discount Notes Due 2013 of Jostens Holding that remain outstanding. These notes are not guaranteed by us and therefore are effectively subordinated to our notes.

(3)

Jostens Secondary Holdings Corp. pledged the stock of JIHC as security for the benefit of the lenders under our new senior secured credit facilities and is a guarantor of our new senior secured credit facilities.

(4)

Consists of a six-year $150 million Term Loan A Facility, a seven-year $870 million Term Loan B Facility and a $250 million five-year revolving credit facility. We drew approximately $70 million under our revolving credit facility at closing of the Transactions. Except for approximately $15 million of outstanding indebtedness under the Canadian portion of JIHC's new revolving credit facility, we expect to repay the entire outstanding portion of our new revolving credit facility during the fourth quarter of 2004 with cash flows from operations. Our new senior secured credit facilities are secured by substantially all of our assets and substantially all of the assets of our material current and future domestic subsidiaries, including all of our capital stock and the capital stock of each of our direct and indirect subsidiaries, except that with respect to foreign subsidiaries such lien and pledge is limited to 65% of the capital stock of "first-tier" foreign subsidiaries, and substantially all of our and certain of our domestic subsidiaries' tangible and intangible assets.

8

The Offering

        On October 4, 2004, Jostens IH Corp. completed the private offering of the outstanding notes. References to the "notes" in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.

        We and the guarantors entered into a registration rights agreement with the initial purchasers in the private offering in which we and the guarantors agreed to deliver to you this prospectus as part of the exchange offer and we agreed to use all commercially reasonable efforts to complete the exchange offer within 20 business days after the effective date of the registration statement covering the exchange. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:

•

the exchange notes have been registered under the Securities Act;



•

the exchange notes are not entitled to certain registration rights which are applicable to the outstanding notes under the registration rights agreement; and



•

certain special interest rate provisions are no longer applicable.

The Exchange Offer	We are offering to exchange up to $500,000,000 aggregate principal amount of our 75/8% Senior Subordinated Exchange Notes due 2012, which we refer to in this prospectus as the exchange notes, for up to $500,000,000 million aggregate principal amount of our 75/8% Senior Subordinated Notes due 2012, which we refer to in this prospectus as the outstanding notes. Outstanding notes may be exchanged only in integral multiples of $1,000.
Resale	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are an "affiliate" of Jostens IH Corp., as the issuer, within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are acquiring the exchange notes in the ordinary course of your business and that you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution".
	Any holder of outstanding notes who:
	•	is an affiliate of the issuer;

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	•	does not acquire exchange notes in the ordinary course of business; or
	•	tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
	cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirement of the Securities Act in connection with the resale of the exchange notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                , 200  , or such later date and time to which we extend it (the "expiration date"). We do not currently intend to extend the expiration date. A tender of outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.
Certain Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. Please read the section captioned "The Exchange Offer—Certain Conditions to the Exchange Offer" of this prospectus for more information regarding the conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures by DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	•	any exchange notes that you receive will be acquired in the ordinary course of business;
	•	you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;

10

	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activity, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and
	•	you are not an "affiliate", as defined in Rule 405 of the Securities Act, of the issuer or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such outstanding notes in the exchange offer, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures".
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement and, accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you are a holder of outstanding notes and you do not tender your outstanding notes in the exchange offer, you will continue to hold such outstanding notes and you will be entitled to all the rights and limitations applicable to the outstanding notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

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Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
Certain Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See "United States Federal Income Tax Consequences of the Exchange Offer".
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	The Bank of New York is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned "The Exchange Offer—Exchange Agent" of this prospectus.

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Summary of Terms of the Exchange Notes

Issuer	Jostens IH Corp.
Notes Offered	$500,000,000 aggregate principal amount of 75/8% Senior Subordinated Notes due 2012.
Maturity Date	October 1, 2012.
Interest Payment Dates	April 1 and October 1 of each year, beginning April 1, 2005.
Guarantees	The notes will be guaranteed, jointly and severally, on a senior subordinated unsecured basis, by each of our subsidiaries that guarantees our obligations under our new senior secured credit facilities and certain of our future subsidiaries.
Ranking	The notes and the guarantees will be our and our subsidiary guarantors' senior subordinated obligations and will rank:
	•	junior to all of our and the guarantors' existing and future senior indebtedness, including any borrowings under our new senior secured credit facilities;
	•	equally with any of our and the guarantors' future senior subordinated indebtedness and trade payables;
	•	senior to any of our and the guarantors' future indebtedness that is expressly subordinated in right of payment to the notes;
	•	effectively senior to the 101/4% Senior Discount Notes Due 2013 of Jostens Holding, which are not guaranteed by us; and
	•	effectively junior to all of the existing and future liabilities of our subsidiaries that do not guarantee the notes.
	On a pro forma basis, as of July 3, 2004, the notes and the subsidiary guarantees would have ranked junior to:
	•	approximately $1,020 million of senior indebtedness; and
	•	$20.6 million of total liabilities, including trade payables but excluding intercompany obligations, of our non-guarantor subsidiaries.
	As of July 3, 2004, on a pro forma basis, our non-guarantor subsidiaries would have had approximately 3.7% of our assets. On a pro forma basis, our non-guarantor subsidiaries would have generated approximately 5.5% of our revenues for the year ended January 3, 2004.
Optional Redemption	Prior to October 1, 2008, we may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus the make-whole premium described under "Description of the Notes—Optional Redemption".
	We may redeem some or all of the notes at any time and from time to time on or after October 1, 2008, in whole or in part, in cash at the redemption prices described in this prospectus, plus accrued and unpaid interest to the date of redemption.

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	In addition, until October 1, 2007, we may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of certain equity offerings.
Change of Control	If a change of control occurs, each holder of the notes may require us to repurchase all or a portion of such holder's notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
Restrictive Covenants	The terms of the notes place certain limitations on our ability and the ability of our restricted subsidiaries to, among other things,
	•	incur or guarantee additional indebtedness or issue disqualified or preferred stock;
	•	pay dividends or make other equity distributions;
	•	repurchase or redeem capital stock;
	•	make investments;
	•	sell assets or consolidate or merge with or into other companies;
	•	create limitations on the ability of our restricted subsidiaries to make dividends or distributions;
	•	engage in transactions with affiliates; and
	•	create liens.
	These covenants are subject to important exceptions and qualifications, which are described under "Description of the Notes—Certain Covenants".
No Prior Market; PORTAL Market Listing	The exchange notes will be new securities for which there is no market. Although the initial purchasers in the private offering of the outstanding notes have informed us that they intend to make a market in the outstanding notes and, if issued, the exchange notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the outstanding notes or exchange notes will develop or be maintained. The notes have been made eligible for trading on PORTALSM.
Use of Proceeds	There will be no cash proceeds to us from the exchange offer.

Risk Factors

        See "Risk Factors" immediately following this summary for a discussion of certain risks relating to the exchange offer.

        Our principal executive offices are located at 5501 American Boulevard West, Minneapolis, Minnesota 55437 and our telephone number there is (952) 830-3300. We are incorporated in the State of Delaware. We maintain websites at www.jostens.com, www.vonhoffmann.com and www.arcadeinc.com. Information contained on our websites does not constitute a part of this prospectus and is not being incorporated by reference herein.

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Summary Supplemental and Pro Forma Consolidated Financial Data

        The tables below set forth a summary of our supplemental historical and pro forma consolidated financial data at the dates and for the periods indicated. The summary supplemental and pro forma consolidated financial data should be read in conjunction with "Unaudited Pro Forma Condensed Consolidated Financial Information", "Selected Historical Consolidated and Combined Financial Data", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

Supplemental Financial Presentation

        As a result of our parent's merger with a subsidiary established by DLJMBP III on July 29, 2003 (the "2003 Jostens Merger"), JIHC applied purchase accounting, which resulted in a new valuation for the assets and liabilities of JIHC to their fair values. In addition, as a result of the 2003 Jostens Merger, we have accounted for the combination of JIHC, Von Hoffmann and Arcade as entities under common control. The summary supplemental financial data of Combined JIHC set forth below combine the historical consolidated financial data of JIHC, Von Hoffmann and Arcade after July 29, 2003 as a result of the common ownership of JIHC, Von Hoffmann and Arcade by affiliates of DLJMBP III on such date. The summary consolidated financial data of JIHC prior to July 29, 2003 are those of Jostens, as the predecessor of JIHC, and have been prepared using Jostens' historical basis of accounting. The summary consolidated financial data of JIHC for the period from December 29, 2002 through July 29, 2003 (predecessor) and the summary combined financial data for the period from July 30, 2003 through January 3, 2004 have been derived from the audited combined financial statements and related notes included elsewhere in this prospectus. As presented elsewhere in this prospectus, "Combined JIHC" refers to the combined financial data of JIHC, Von Hoffmann and Arcade after July 29, 2003.

Pro Forma Financial Presentation

        The summary unaudited pro forma condensed consolidated balance sheet gives effect to (1) the Transactions and (2) the reclassification of Lehigh Direct from an asset held for sale to an asset held for use, as if they had all occurred on July 3, 2004. The summary unaudited pro forma condensed consolidated statements of income give effect to (1) the Transactions, (2) the 2003 Jostens Merger, (3) the acquisition of Lehigh Press (including its Lehigh Direct business) on October 22, 2003 (the "Lehigh Press Acquisition") and (4) the reclassification of Lehigh Direct from a discontinued operation to a continuing operation as if they all had occurred on December 29, 2002.

        The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma financial information is provided for informational purposes only. The pro forma financial data do not purport to represent what our results of operations

15

or financial position actually would have been if the Transactions had occurred at any date, nor do such data purport to project the results of operations for any future period.

								Jostens			Combined JIHC			Pro Forma
		Fiscal Year Ended						Fiscal Year Ended 2003									Six Months Ended
		Predecessor
		2001			2002			Seven Months Ended July 29, 2003			Successor Five Months Ended January 3, 2004			Fiscal Year 2003			June 28, 2003			July 3, 2004
Statement of Operations Data(1):
Net sales		$	736.6		$	756.0		$	504.1		$	486.4		$	1,409.5		$	815.2		$	857.8
Cost of products sold			311.3			316.0			218.6			323.8			868.4			464.8			496.2
	Gross profit		425.3			440.0			285.5			162.6			541.2			350.3			361.6
Selling and administrative expenses			300.9			306.4			196.5			166.1			431.4			232.7			243.0
Transaction costs(2)			—			—			31.0			0.2			—			—			—
Special charges			2.5			—			—			—			1.9			0.3			1.2
	Operating income (loss)		121.9			133.6			58.0			(3.7	)		107.9			117.3			117.3
Loss on redemption of debt(3)			—			1.8			13.9			0.5
Interest expense, net			76.8			67.3			(32.4	)		67.0			95.5			47.5			47.6
Other			—			—			—			—			1.1			0.6			0.2
	Income (loss) before income taxes		45.1			64.5			11.7			(71.2	)		11.3			69.3			69.6
Provision (benefit) for income taxes			18.6			36.2			8.7			(19.6	)		7.7			47.1			47.3
	Income (loss) from continuing operations	$	26.5		$	28.3		$	3.0		$	(51.6	)	$	3.6		$	22.2		$	22.3
Other Financial Data:
Ratio of earnings to fixed charges(4)			1.6	x		1.9	x		1.4	x		—			1.1	x		2.4	x		2.4	x
Depreciation and amortization		$	28.6		$	26.9		$	14.6		$	47.3		$	152.4		$	58.8		$	68.0
Capital expenditures		$	22.2		$	22.8		$	6.1		$	20.7		$	40.1		$	16.9		$	13.8

Balance Sheet Data:	At July 3, 2004
Cash and cash equivalents	$	10.4
Working capital(5)		99.1
Total assets		2,433.6
Total debt		1,520.0
Shareholders' equity		400.9

(1)

Certain selected financial data have been reclassified for all periods presented to reflect the results of discontinued operations consisting of the exit from our Recognition business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations".

(2)

For the predecessor period in 2003, transaction costs represent $31.0 million of transaction expenses incurred in connection with the 2003 Jostens Merger. For the successor period for the five months ended December 31, 2003, transaction costs represent $0.2 million of expenses incurred in connection with the 2003 Jostens Merger.

(3)

For the fiscal year ended December 28, 2002, loss on redemption of debt represents a loss of $1.8 million in connection with Jostens' repurchase of $7.5 million principal amount of its 12³/4% Senior Subordinated Notes. For the predecessor seven month period from December 29, 2002 through July 29, 2003, loss on redemption of debt represents a loss of $13.9 million consisting of the write-off of unamortized deferred financing costs in connection with refinancing Jostens' old senior secured credit facility. For the successor five month period from July 30, 2003 through January 3, 2004, loss on redemption of debt represents a loss of $0.5 million in connection with Jostens' repurchase of $8.5 million principal amount of its 12³/4% Senior Subordinated Notes.

(4)

For the purposes of calculating the ratio of earnings to fixed charges (and for any period subsequent to the adoption of SFAS 150, preferred stock dividends), earnings represent income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) on all indebtedness plus amortization of debt issuance costs (and for any period subsequent to the adoption of SFAS 150, accretion of preferred stock dividends), and the portion of rental expense that we believe is representative of the interest component of rental expenses. For the five months ended January 3, 2004, our earnings were insufficient to cover fixed charges by $71.3 million.

(5)

Working capital represents current assets (excluding cash and cash equivalents, income tax receivable, deferred taxes and assets held for sale, as applicable) less current liabilities (excluding short-term borrowings, current maturities of long-term debt, deferred taxes, income taxes payable and interest payable, as applicable).

16

RISK FACTORS

You should carefully consider the following factors in addition to the other information set forth in this prospectus before you decide to tender outstanding notes in the exchange offer. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently believe are immaterial may also adversely impact our business operations. If any of the following risks actually occur, our business, financial condition, results of operations would likely suffer. In such case the trading price of the exchange notes could fall, and you may lose all or part of your original investment.

Risks Related to the Exchange Offer

If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering circular distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Summary—The Offering" and "The Exchange Offer" for information about how to tender your outstanding notes.

        The tender of outstanding notes under the exchange offer will reduce the principal amount of the outstanding notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to the reduction in liquidity.

Risks Relating to Our Indebtedness and the Exchange Notes

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness, including the exchange notes.

        As of July 3, 2004, on a pro forma basis, we would have had outstanding indebtedness of $1,520.0 million, which would have represented 79.1% of our total capitalization. As of July 3, 2004, on a pro forma basis, we would have had availability of $235.4 million (net of standby letters of credit of $14.6 million) under our new revolving credit facility. We drew approximately $70 million under our new revolving credit facility at closing, due primarily to seasonal working capital requirements.

        Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;



•

require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;



•

limit our flexibility in planning for and reacting to changes in our businesses and in the industries in which we operate;



•

make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

17

•

limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes; and



•

place us at a disadvantage compared to our competitors who have less debt.

        Any of the above listed factors could materially adversely affect our business, financial condition and results of operations. Furthermore, our interest expense could increase if interest rates increase because the entire amount of our debt under our new senior secured credit facilities bears interest at floating rates, initially, at our option, at either adjusted LIBOR plus 2.50% per annum or the alternate base rate plus 1.50% (or, in the case of Canadian dollar denominated loans under the revolving credit facility, the bankers' acceptance discount rate plus 2.50% or the Canadian prime rate plus 1.50% per annum). See "Description of Certain Indebtedness—New Senior Secured Credit Facilities". If we do not have sufficient earnings to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, none of which we can guarantee we will be able to do.

        We will be able to incur significant additional indebtedness in the future. Although the indentures governing the notes and the existing parent notes and the credit agreement governing our new senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. As of July 3, 2004, on a pro forma basis, our new senior secured credit facilities and the notes would permit additional borrowings of up to $235.4 million (net of standby letters of credit of approximately $14.6 million) under our new revolving credit facility. We drew approximately $70 million under our new revolving credit facility at closing, due primarily to seasonal working capital requirements. Our new senior secured credit facilities allow us, subject to certain conditions, to incur term loans under the Term Loan B Facility, or under a new term loan facility, in either case in an aggregate principal amount of up to $300 million, which additional term loans will have the same security and guarantees as the Term Loan A and Term Loan B Facilities. One-half of this amount may be incurred under the indenture governing the notes as permitted debt. All of those borrowings would rank senior to the notes and subsidiary guarantees thereof. If new debt is added to our anticipated debt levels, the related risks that we now face, including those described above, could intensify.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

        Our estimated annual payment obligations for 2003 with respect to our indebtedness, determined on a pro forma basis, are comprised of $10.0 million of principal payments and approximately $88.3 million of interest payments. For the year ended January 3, 2004, our earnings were insufficient to cover our fixed charges by $59.5 million. After giving pro forma effect to the Transactions, our ratio of earnings to fixed charges would have been 1.1x for the year ended January 3, 2004. Our ability to pay interest on and principal of the notes and to satisfy our other debt obligations principally will depend upon our future operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments.

        If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further

18

restrict our business operations. In addition, the terms of existing or future debt instruments, including the new senior secured credit facilities, the indenture governing the existing parent notes and the indenture governing the notes, may restrict us from adopting some of these alternatives. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the notes.

Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

        We are a holding company, and all of our assets are owned by our subsidiaries. Repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes and existing discount notes.

Only certain of our subsidiaries guarantee the notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the notes.

        Certain of our subsidiaries, including our existing and future foreign subsidiaries, are not required to guarantee the notes. As of July 3, 2004, on a pro forma basis, our non-guarantor subsidiaries would have had approximately 3.7% of our assets. On a pro forma basis, our non-guarantor subsidiaries would have generated approximately 5.5% of our revenues for fiscal 2003. However, the indenture permits these subsidiaries to incur significant amounts of indebtedness in the future. In the event that any non-guarantor subsidiary (including any foreign subsidiary) becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables, and the claims (if any) of third party holders of preferred equity interests in our non-guarantor subsidiaries.

The terms of our new senior secured credit facilities and the indentures governing the notes and the existing parent notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

        Our new senior secured credit facilities and the indentures governing the notes and the existing parent notes contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to engage in acts that may be in our best long-term interests. Our new senior secured credit facilities include financial covenants, including requirements that we:

•

maintain a minimum interest coverage ratio; and



•

not exceed a maximum total leverage ratio.

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The financial covenants contained in our new senior secured credit facilities become more restrictive over time. In addition, our new senior secured credit facilities limit our ability to make capital expenditures and require that we use a portion of excess cash flow and proceeds of certain asset sales that are not reinvested in our business to repay indebtedness under them.

        Our new senior secured credit facilities also include covenants restricting, among other things, our ability to:

•

incur liens;



•

incur additional debt (including guarantees, debt incurred by direct or indirect subsidiaries, and obligations in respect of foreign currency exchange and other hedging arrangements) or issue preferred stock;



•

pay dividends, or make redemptions and repurchases, with respect to capital stock;



•

prepay, or make redemptions and repurchases of, subordinated debt;



•

make loans and investments;



•

make capital expenditures;



•

engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;



•

change the business conducted by Jostens Secondary Holdings Corp., us or our subsidiaries; and



•

amend the terms of subordinated debt.

        The indentures relating to the notes and the existing parent notes also contain numerous covenants including, among other things, restrictions on our ability to:

•

incur or guarantee additional indebtedness or issue disqualified or preferred stock;



•

create liens;



•

pay dividends or make other equity distributions;



•

repurchase or redeem capital stock;



•

make investments or other restricted payments;



•

sell assets or consolidate or merge with or into other companies;



•

create limitations on the ability of our restricted subsidiaries to make dividends or distributions to us; and



•

engage in transactions with affiliates.

        The operating and financial restrictions and covenants in our existing debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictive covenants in the new senior secured credit facilities would result in a default under the new senior secured credit facilities. If any such default occurs, the lenders under the new senior secured credit facilities may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, enforce their security interest or require us to apply all of our available cash to repay these borrowings, any of which would result in an event of default under the notes. The lenders also have the right in these circumstances to terminate any commitments they have to provide further borrowings.

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Your right to receive payments on the notes and the guarantees is junior to the rights of the lenders under our new senior secured credit facilities and to all of our and the guarantors' other senior indebtedness, including any of our or the guarantors' future senior debt.

        The notes and the guarantees rank in right of payment behind all of our and the guarantors' existing senior indebtedness, including borrowings under our new senior secured credit facilities, and rank in right of payment behind all of our and the guarantors' future borrowings, except for any future indebtedness that expressly provides that it ranks equal or junior in right of payment to the notes and the related guarantees. See "Description of the Notes". As of July 3, 2004, on a pro forma basis, we would have had approximately $1,020 million of senior indebtedness, and the revolving credit portion (net of standby letters of credit of approximately $14.6 million) of our new senior secured credit facilities would have provided for additional borrowings of up to $235.4 million, all of which would be senior indebtedness when drawn. At the closing of the Transactions, we drew approximately $70 million under our new revolving credit facility. Our new senior secured credit facilities allow us, subject to certain conditions, to incur additional term loans under the Term Loan B Facility, or under a new term facility, in either case in an aggregate principal amount of up to $300 million, which additional term loans will have the same security and guarantees as the Term Loan A and Term Loan B Facilities. As of July 3, 2004, on a pro forma basis, the subsidiary guarantors would have had approximately $1,020 million of senior indebtedness which would have represented guarantees of borrowings under our new senior secured credit facilities. We are also permitted to incur substantial additional indebtedness, including senior indebtedness, in the future.

        We and the guarantors may not pay principal, premium, if any, interest or other amounts on account of the notes or the guarantees in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under the new senior secured credit facilities, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, we or the guarantors may not be permitted to pay any amount on account of the notes or the guarantees for a designated period of time. See "Description of the Notes—Payment of Notes".

        Because of the subordination provisions in the notes and the guarantees, in the event of a bankruptcy, liquidation, reorganization or similar proceeding relating to us or a guarantor, our or the guarantor's assets will not be available to pay obligations under the notes or the applicable guarantee until we or the guarantor has made all payments in cash on its senior indebtedness. Sufficient assets may not remain after all these payments have been made to make any payments on the notes or the applicable guarantee, including payments of principal or interest when due. In addition, in the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors' senior subordinated indebtedness, as the case may be, in the assets remaining after we and the guarantors have paid all of the senior indebtedness. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables or other unsecured, unsubordinated creditors in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of senior indebtedness. See "Description of the Notes—Ranking".

The notes are not secured by our assets, and the lenders under our new senior credit facilities are entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

        In addition to being contractually subordinated to all existing and future senior indebtedness, the notes and the guarantees are not secured by any of our assets. In contrast, our obligations under the new senior secured credit facilities are secured by substantially all of our assets and substantially all of

21

the assets of our material current domestic and future subsidiaries, including all of our capital stock and the capital stock of each of our existing and future direct and indirect subsidiaries (except that with respect to foreign subsidiaries such lien and pledge will be limited to 65% of the capital stock of "first-tier" foreign subsidiaries), and substantially all of our material existing domestic subsidiaries and future domestic subsidiaries' tangible and intangible assets. In addition, we may incur other senior indebtedness, which may be substantial in amount, and which may, in certain circumstances, be secured. As of July 3, 2004, on a pro forma basis, we would have had $1,020 million of senior secured indebtedness. At closing, we drew approximately $70 million under our new $250 million senior secured revolving credit facility. Except for approximately $15 million of outstanding indebtedness under the Canadian portion of JIHC's new revolving credit facility, we expect to repay the entire outstanding portion of our new revolving credit facility during the fourth quarter of 2004 with cash flows from operations. Our new senior secured credit facilities allow us, subject to certain conditions, to incur additional term loans under the Term Loan B Facility, or under a new term facility, in either case in an aggregate principal amount of up to $300 million, which additional term loans will have the same security and guarantees as the Term Loan A and Term Loan B Facilities.

        Because the notes and the guarantees are unsecured obligations, your right of repayment may be compromised if any of the following situations occur:

•

we enter into bankruptcy, liquidation, reorganization, or other winding-up proceedings;



•

there is a default in payment under the new senior secured credit facilities or other secured indebtedness; or



•

there is an acceleration of any indebtedness under the new senior secured credit facilities or other secured indebtedness.

        If any of these events occurs, the secured lenders could sell those of our assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture at such time. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the notes and the guarantees.

Federal and state statutes allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the guarantors.

        Our existing and certain of our future subsidiaries guarantee our obligations under the notes. The issuance of the guarantees by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of a guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may void or otherwise decline to enforce a guarantor's guaranty, or subordinate such guaranty to the applicable guarantor's existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when the applicable guarantor entered into its guaranty or, in some states, when payments became due under such guaranty, the applicable guarantor received less than reasonably equivalent value or fair consideration and either:

•

was insolvent or rendered insolvent by reason of such incurrence;



•

was engaged in a business or transaction for which such guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that such guarantor would incur, debts beyond such guarantor's ability to pay such debts as they mature.

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The court might also void a guaranty, without regard to the above factors, if the court found that the applicable guarantor entered into its guaranty with actual intent to hinder, delay or defraud its creditors. In addition, any payment by a guarantor pursuant to its guarantees could be voided and required to be returned to such guarantor or to a fund for the benefit of such guarantor's creditors.

        A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for such guaranty if such guarantor did not substantially benefit directly or indirectly from the issuance of the notes. Our anticipated use of proceeds, which includes the distribution of a substantial portion of the proceeds of the notes to our shareholders, could increase the risk of such a finding. If a court were to void a guaranty, you would no longer have a claim against the applicable guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from any guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of such guarantor's debts, including contingent liabilities, was greater than the fair saleable value of such guarantor's assets; or



•

the present fair saleable value of such guarantor's assets were less than the amount that would be required to pay such guarantor's probable liability on such guarantor's existing debts, including contingent liabilities, as they become absolute and mature; or



•

such guarantor could not pay such guarantor's debts as they become due.

        To the extent a court voids any of the guarantees as fraudulent transfers or holds any of the guarantees unenforceable for any other reason, holders of notes would cease to have any direct claim against the applicable guarantor. If a court were to take this action, the applicable guarantor's assets would be applied first to satisfy the applicable guarantor's liabilities, if any, before any portion of its assets could be applied to the payment of the notes.

        Each guaranty contains a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guaranty to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce the guarantor's obligation to an amount that effectively makes the guaranty worthless.

We may not be able to repurchase notes upon a change of control.

        Certain events constitute a change of control under the indenture governing the notes. The indenture governing the senior discount notes of our parent contains similar provisions. Upon the occurrence of such events, you will have the right to require us to repurchase your notes, and the holders of senior discount notes will have the right to require our parent to repurchase their notes at a purchase price in cash equal to 101% of the principal amount or accreted value, as applicable, of the applicable notes plus accrued and unpaid interest, if any, to the extent applicable. The new senior secured credit facilities provide that certain change of control events (including a Change of Control as defined in the indenture relating to the notes) constitute a default. Any future credit agreement or other agreements relating to senior indebtedness to which we become a party may contain similar provisions. If we experience a change of control that triggers a default under our new senior secured credit facilities, we could seek a waiver of such default or seek to refinance our new senior secured credit facilities. In the event we do not obtain such a waiver or refinance the new senior secured credit facilities, such default could result in amounts outstanding under our new senior secured credit facilities being declared due and payable. In the event we experience a change of control that results in our

23

having to repurchase your notes and/or our parent having to repurchase the senior discount notes, we may not have sufficient financial resources to satisfy all of our obligations under our new senior secured credit facilities and/or the notes, and our parent may not have sufficient financial resources to satisfy its obligations under the senior discount notes. A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default under the relevant indenture. In addition, the change of control covenant in the indenture governing the notes and our parent's senior discount notes does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction. See "Description of the Notes—Certain Covenants".

Your ability to sell the notes may be limited by the absence of an active trading market, and if one develops, it may not be liquid.

        We are offering the exchange notes to the holders of the outstanding notes. The outstanding notes were offered and sold in October 2004 to a small number of institutional investors and are eligible for trading in the PORTAL market. However, we do not intend to apply for the notes or any exchange notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. There is currently no established market for the exchange notes, and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates and the markets for similar securities. The initial purchasers in the private offering of the outstanding notes have advised us that they intend to make a market in the exchange notes, but they are not obligated to do so. Each initial purchaser may discontinue any market making in the exchange notes at any time, in its sole discretion. As a result, any trading market for the exchange notes or, in the case of any holders of notes that do not exchange them, the trading market for the notes following the offer to exchange the notes for exchange notes, may not be liquid. You may not be able to sell your notes or exchange notes at a particular time or at favorable prices or at all.

        The liquidity of any market for the notes and the future trading prices of the notes will depend on many factors, including:

•

our operating performance and financial condition;



•

our ability to complete the offer to exchange the notes for the exchange notes;



•

the interest of securities dealers in making a market in the notes; and



•

the market for similar securities.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes.

Risks Relating to Our Business

If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and adversely affected.

        Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including improving customer service and selling strategies to drive growth, enhancing our core product and service offerings and improving operating efficiencies and asset utilization. We may not be able to

24

successfully implement our business strategy or achieve the benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to successfully implement some or all of the initiatives of our business plan, our operating results may not improve to the extent we expect, or at all.

        Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to successfully implement our business strategy may adversely affect our business, financial condition and results of operations and thus our ability to service our indebtedness, including our ability to make principal and interest payments on the notes. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

The combination of Jostens, Von Hoffmann and Arcade may prove disruptive and could result in the combined businesses failing to meet our expectations.

        Our future operations and cash flow will depend largely upon our ability to operate Jostens, Von Hoffmann and Arcade efficiently, achieve the strategic operating objectives for our businesses and realize significant synergies and cost savings. Our new management team may encounter unforeseen difficulties in managing the integration of our three businesses. In order to successfully combine and operate our businesses, our management team will need to focus on realizing projected synergies and cost savings on a timely basis while maintaining the efficiency of our operations. Any substantial diversion of management attention or difficulties in operating three distinct businesses could affect our sales and ability to achieve operational, financial and strategic objectives.

We may not be able to achieve all of our expected cost savings and benefits from the Transactions.

        Our business plan anticipates net potential annualized cost savings of between $22 and $30 million. The scope of our cost savings plan is broad and significant and may cause losses to our business that we cannot predict. The costs to implement our cost savings plan are approximately $10 million. However, a variety of factors could cause us not to achieve the benefits of the savings plan, or could result in harm to our business, including, among others, the following:

•

delays in the anticipated timing of activities related to our cost savings plan;



•

higher than expected or unanticipated costs to implement the plan and to operate the business;



•

our inability to obtain lower raw material prices;



•

our inability to replace suppliers with less expensive alternative sources; and



•

our inability to reduce corporate and administrative expenses.

The occurrence of any of these or other factors could affect our ability to achieve cost savings in a timely manner and could adversely affect our business, financial condition and results of operations.

We may not be able to consummate acquisitions on acceptable terms, and future acquisitions may be disruptive.

        As part of our business strategy, we may selectively pursue strategic acquisitions to leverage our existing infrastructure, expand our geographic reach and broaden our product and service offerings. Acquisitions involve a number of risks and present financial, managerial and operational challenges, including:

•

diversion of management attention from existing businesses;

25

•

difficulty with integration of personnel and financial and other systems;



•

increased expenses, including compensation expenses resulting from newly hired employees; and



•

potential disputes with the sellers of acquired businesses, technologies, services or products.

        Our ability to consummate acquisitions will be limited by our ability to identify appropriate acquisition candidates on acceptable terms and our financial resources, including available cash and borrowing capacity. In addition, we could experience financial or other setbacks if any of the businesses that we have acquired or invested in have problems of which we are not aware.

We are subject to competition.

        We face competition in our businesses from a number of companies, some of which have substantial financial and other resources. Our future financial performance will depend, in large part, on our ability to establish and maintain an advantageous market position. Because of substantial resources, some of our competitors may be able to adapt more quickly to new or emerging technologies and changes in customer preferences or to devote greater resources to the promotion and sale of their products than we can. We expect to meet significant competition from existing competitors with entrenched positions, and may face additional competition from new competitors, with respect to our existing product lines and new products we might introduce. Further, competitors might expand their product offerings, either through internal product development or acquisitions of our direct competitors. These competitors could introduce products or establish prices for their products in a manner that could adversely affect our ability to compete. For example, in recent years competitive pressures have resulted in lower prices for some of Arcade's fragrance products. Additional increases in competition could have an adverse effect on our business, financial condition and results of operations, as could similar increases in competition and the supply of the products that we produce. To maintain a competitive advantage, we may need to invest in product development, manufacturing capabilities and sales and marketing. We may not have sufficient resources to make the necessary investments to compete successfully against competitors.

The seasonality of our industries could have a material adverse effect on our business, financial condition and results of operations.

        We are subject to seasonal fluctuations. Our businesses experience seasonal fluctuations in their net sales tied primarily to the North American school year. For 2003, on a pro forma basis, we recorded approximately 40% of our annual net sales during the second quarter of our fiscal year. Jostens generates a majority of its annual net sales in the second quarter. Deliveries of caps, gowns and diplomas for spring graduation ceremonies and spring deliveries of school yearbooks are the key drivers of Jostens' seasonality. Von Hoffmann's net sales are impacted seasonally by state and local schoolbook purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The college textbook market is also seasonal with the majority of textbook sales occurring during June through August and November through January. Significant amounts of inventory are acquired by publishers prior to those periods in order to meet customer delivery requirements. Arcade's net sales have also historically reflected seasonal variations, and we expect Arcade to generate a majority of its annual net sales during our third and fourth quarters. These seasonal variations are based on the timing of customers' advertising campaigns, which have traditionally been concentrated prior to the Christmas and spring holiday seasons. The seasonality of each of our businesses requires us to allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demands.

        The majority of our pro forma cash flows historically would have been generated in the fourth quarter of our fiscal year. The seasonality of our businesses requires us to manage our cash flows carefully over the course of the year. If we fail to manage our cash flows effectively in response to

26

seasonal fluctuations, we may be unable to offset the results from any such period with results from other periods, which could impair our ability to service our debt. These seasonal fluctuations also require us to allocate our resources accurately in order to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demand periods. If we fail to monitor production and distribution accurately during these peak seasonal periods and are unable to satisfy our customers' delivery requirements, we could jeopardize our relationships with our customers.

A substantial decrease or interruption in business from our significant customers could adversely affect our business, financial condition or results of operations.

        Our top ten customers represented 20.6% of our pro forma net sales for 2003. Von Hoffmann and Arcade are particularly dependent on a limited number of customers. Many of our customer arrangements are by purchase order or are terminable at will at the option of either party. A substantial decrease or interruption in business from our significant customers could result in write-offs or in the loss of future business and could have a material adverse effect on our business, financial condition and results of operations.

        Jostens relies on relationships with schools, school administrators and students for the sale of its products. If Jostens failed to deliver high quality products in a timely manner or failed to respond to changing consumer preferences, it could jeopardize its customer relationships. Significant customer losses at our Jostens business would have a material adverse effect on our business, financial condition and results of operations.

        Von Hoffmann's customers include, among others, approximately 50 autonomous divisions of the four major educational textbook publishers. Each of these divisions maintains its own manufacturing relationships and generally makes textbook manufacturing decisions independently of other divisions. Combining division sales, these four publishers accounted for approximately 42% of Von Hoffmann's net sales for 2003. Von Hoffmann does not have long-term contracts with any of these customers. Accordingly, Von Hoffmann's ability to retain or increase its business with these customers depends upon its relationships with each customer's divisional managers and senior executives. Any cancellation, deferral or significant reduction in manufacturing sold to these principal customers or a significant number of smaller customers could seriously harm our business, financial condition and results of operations.

        Arcade's top three customers accounted for 41.9% of Arcade's net sales for fiscal 2004. Arcade does not generally have long-term contracts with any of its customers. Arcade may be required by some customers to qualify its manufacturing operations under specified supplier standards. If Arcade is unable to qualify under any supplier standards, Arcade's customers may not continue to purchase sampling systems from Arcade. An adverse change in Arcade's relationship with any of its significant customers could have a material adverse effect on our business, financial condition and results of operations.

We are subject to fluctuations in the cost and availability of raw materials and the possible loss of suppliers.

        We are dependent upon the availability of raw materials to manufacture our products. The principal raw materials that Jostens purchases are gold and other precious metals, paper products and precious, semiprecious and synthetic stones. Von Hoffmann primarily uses paper, ink, bindery materials and adhesives. Similarly, Arcade utilizes paper in producing its sampling products. The price and availability of these raw materials is affected by numerous factors beyond our control. These factors include:

•

the level of consumer demand for these materials;



•

the supply of these materials;

27

•

foreign government regulation and taxes;



•

market uncertainty;



•

environmental conditions in the case of paper; and



•

political and worldwide economic conditions.

        Any material increase in the price of these raw materials could adversely impact our cost of sales. When these fluctuations result in significantly higher raw material costs, our operating results are adversely affected to the extent we are unable to pass on these increased costs to our customers. Therefore, significant fluctuations in gold, paper products or precious, semiprecious and synthetic stone prices and other materials could have a material adverse effect on our business, financial condition and results of operations.

        We rely on a limited number of suppliers for some of our raw materials. For example, Jostens purchases substantially all of its precious, semiprecious and synthetic stones from a single supplier located in Germany with manufacturing sites in Germany and Sri Lanka. We believe this supplier provides stones to almost all of the class ring manufacturers in the United States. If access to this supplier were lost or curtailed to any significant extent, particularly during periods of peak demand for rings, Jostens' business would suffer. We may not be able to secure alternative supply arrangements in a timely and cost-efficient fashion. Similarly, all of Arcade's ScentStrip® sampling systems, which accounted for approximately 39% of Arcade's net sales for fiscal 2004, utilize specific grades of paper that are produced exclusively for Arcade by one domestic supplier. Arcade does not have a purchase agreement with the supplier, and we are not aware of any other suppliers of these specific grades of paper. Until alternative methods are developed, however, a loss of Arcade's supply of paper and the resulting competitive advantage could have a material adverse effect on Arcade's business, financial condition and results of operations to the extent that Arcade is unable to obtain such paper elsewhere. Moreover, certain of Arcade's label sampling systems, including Arcade's ScentSeal®, LiquaTouch®, BeautiSeal® and BeautiTouch® products, which accounted for approximately 27% of Arcade's net sales for fiscal 2004, utilize certain foil laminates that are sourced from one qualified vendor, with whom we do not have a supply agreement in place. We may not be successful in locating another vendor should our current vendor cease to supply component materials to us. A loss of supply of these raw materials could have a material adverse effect on our business, financial condition and results of operations.

        Von Hoffmann operates a paper management program for several of its customers. The largest and most significant paper supplier that participates in this program is MeadWestvaco Corporation, which provided approximately 92% of the paper for this program in 2003. We may not be successful in ensuring that our customers will continue to participate in the program. In addition, Von Hoffmann does not have long-term contracts with any of its raw material suppliers. Therefore, these suppliers may not continue to provide raw materials to Von Hoffmann at attractive prices, or at all, or Von Hoffmann may not be able to obtain raw materials in the future from these or other providers on the scale and within the time frames required.

        Any failure to obtain raw materials for our business on a timely basis at an affordable cost, or any significant delays or interruptions of supply could have a material adverse effect on our business, financial condition and results of operations.

Changes in Jostens' relationships with its independent sales representatives may adversely affect our business, financial condition and results of operations.

        The success of our Jostens business is highly dependent upon the efforts and abilities of Jostens' network of independent sales representatives. Many of Jostens' relationships with customers and schools are cultivated and maintained by its sales representatives. Jostens' independent sales representatives typically operate under one to three year contracts for the sale of Jostens products.

28

These contracts are generally terminable upon 90 days notice from the end of the current year. Jostens' sales representatives could terminate or fail to renew their contracts with Jostens due to factors outside of our control. If Jostens were to experience a significant loss of its independent sales representatives, it could have a material adverse effect upon our business, financial condition and results of operations.

Our businesses depend on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

        Our businesses depend upon numerous information systems for operational and financial information and our billing operations. Jostens, for example, currently has a major information technology initiative underway. We may not be able to enhance existing information systems or implement new information systems that can integrate successfully our disparate operational and financial information systems. Furthermore, we may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems. In addition, our information systems may require modifications, improvements or replacements that may require substantial expenditures and may require interruptions in operations during periods of implementation. Implementation of these systems is further subject to the availability of information technology and skilled personnel to assist us in creating and implementing the systems. The failure to successfully implement and maintain operational, financial and billing information systems at our businesses could have an adverse effect on our business, financial condition and results of operations.

We may be required to make significant capital expenditures for our businesses in order to remain technologically and economically competitive.

        Our capital expenditure requirements primarily relate to our Von Hoffmann and Jostens businesses. Von Hoffmann's capital expenditure requirements primarily relate to capacity increases and technological improvements to remain competitive. Changing competitive conditions or the emergence of any significant technological advances utilized by competitors could require us to invest significant capital in additional production technology or capacity in order to remain competitive. Jostens' capital expenditure requirements primarily relate to information technology and capital improvements throughout its business. Jostens may be required to incur additional capital expenditures to remain competitive in its industry. If we are unable to fund any such investment or otherwise fail to invest in new technologies, our business, financial condition or results of operations could be materially and adversely affected.

Our businesses are subject to changes arising from developments in technology that could render our products obsolete or reduce product consumption.

        New emerging technologies, including those involving the Internet, could result in new products and services being provided that could compete with our products and services. As a result of these factors, our growth and future financial performance may depend on our ability to develop and market new products and services and create new distribution channels, while enhancing existing products, services and distribution channels, in order to incorporate the latest technological advances and accommodate changing customer preferences, including the use of the Internet. Jostens' Internet-based efforts may not be successful and may erode its relationships with its current customers. Similarly, Von Hoffmann derives a significant portion of its net sales from customers in the business of publishing textbooks intended for the ELHI and college markets and is thereby dependent upon the sale of books to these markets. Von Hoffmann's business would suffer if consumption of these products decreased or if these products became obsolete, e.g., if there were a shift to use of online materials. If we fail to anticipate or respond adequately to changes in technology and user preferences or are unable to finance the capital expenditures necessary to respond to such changes, our business, financial condition or results of operations could be materially and adversely affected.

29

Von Hoffmann's results of operations are subject to variations due to the textbook adoption cycle and government funding for education spending.

        Von Hoffmann experiences fluctuations in its results of operations due to the textbook adoption cycle and government funding for education spending. The cyclicality of the elementary and high school market is primarily attributable to the textbook adoption cycle. Von Hoffmann's results of operations are also affected by reductions in local, state and/or federal school funding for textbook purchasing. In school districts in states that primarily rely on local tax proceeds, significant reductions in those proceeds can severely restrict district purchases of instructional materials. In districts and states that primarily rely on state funding for instructional materials, a reduction in state allocations, changes in announced school funding or additional restrictions on the use of those funds may affect our results of operations. Lower than expected sales by us during the adoption period or a reduction in government funding for education spending could have a material adverse effect on Von Hoffmann's cash flows and, therefore, on our ability to service our obligations with respect to the notes and our other indebtedness. Recently, Von Hoffmann has experienced pricing pressures due to these factors and general economic conditions. If these conditions were to persist, our business, financial condition and results of operations could be adversely affected.

The results of operations of Von Hoffmann and Arcade are dependent on their respective principal production facilities.

        Approximately 50% of Von Hoffmann's net sales for 2003 were generated from its Jefferson City, Missouri production facility where it manufactures, among other products, its four-color educational textbooks. Any disruption of production capabilities at this facility for a significant term could lead to the loss of customers during any period during which production is interrupted and adversely affect our business, financial condition and results of operations. Similarly, Arcade produces each of its product lines in a different facility. Any disruption of production capabilities at any of Arcade's facilities could adversely affect its business, financial condition and results of operations.

Actions taken by the U.S. Postal Service could have a material adverse effect on our Arcade business.

        Arcade's sampling products are approved by the U.S. Postal Service, or USPS, for inclusion in subscription magazines mailed at periodical postage rates. USPS approved sampling systems have a significant cost advantage over other competing sampling products, such as miniatures, vials, packettes, sachets and blisterpacks, because these competing products cause an increase from periodical postage rates to the higher third-class rates for the magazine's entire circulation. Subscription magazine sampling inserts delivered to consumers through the USPS accounted for approximately 22% of Arcade's net sales for its fiscal 2004. If the USPS approves other competing types of sampling products for use in subscription magazines without requiring a postal surcharge, or reclassifies Arcade's sampling products such that they would incur a postal surcharge, it could have a material adverse effect on Arcade's business, financial condition and results of operations.

A deterioration in labor relations or labor availability could have an adverse impact on our operations.

        As of July 3, 2004, we employed 7,678 full-time employees on a pro forma basis (19.4% of which were subject to collective bargaining agreements). Approximately 808 of our employees at Jostens work under two collective bargaining agreements that expire in June 2007 and August 2007, respectively. Approximately 450 of our employees at Von Hoffmann work under six collective bargaining agreements that expire between December 2004 and March 2008. Approximately 229 of our employees at Arcade work under a collective bargaining agreement that expires in March 2007. We may not be able to negotiate subsequent labor agreements on satisfactory terms. If these workers were to engage in a strike, work stoppage or other slowdown, we could experience a disruption of our operations and/or higher ongoing labor costs, which could adversely affect our business, financial condition and results of

30

operations. In addition, if our other employees were to become unionized, we could experience a further disruption of our operations and/or higher ongoing labor costs, which could adversely affect our business, financial condition and results of operations. Given the seasonality of its business, Jostens utilizes a high percentage of seasonal employees to maximize efficiency and manage its costs. If these seasonal employees were to find alternative forms of employment, we may not be able to find replacements in a timely or cost effective manner.

We are subject to environmental obligations and liabilities that could impose substantial costs upon us and may adversely affect our financial results and our ability to service our debt.

        Our operations are subject to a wide variety of federal, state and local laws and regulations governing emissions to air, discharge to waters, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and employee health and safety matters. Our costs include compliance with such laws and regulations. Such laws and regulations have generally become more stringent over time, and compliance with them could increase our costs or otherwise affect our operations in the future.

        Also, as an owner or operator of real property or as a generator of hazardous substances, we may be subject to liability for environmental investigations and cleanups, regardless of fault, pursuant to the Comprehensive Environmental Response Compensation and Liability Act or analogous state laws, as well as to claims for harm to health or property or for natural resource damages arising out of contamination or exposure to hazardous substances. In addition to the potentially large expenses associated with investigation and cleanup liabilities and damage awards, many of these laws and regulations provide for substantial fines and criminal sanctions for violations, as well as punitive damages. Liability in many situations may be imposed not only without regard to fault, but may also be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire cost.

        We have incurred losses to address environmental conditions at or emanating from several of our current and former facilities. At one of those facilities, approximately $7.5 million has been spent to date. Based on findings included in remediation reports and discussions with our advisors, we estimate that less than $1 million will be needed to finish addressing environmental conditions there. Our accrual as of October 2, 2004 for this matter was approximately $592,000. However, our estimates of the potential liability associated with this site may be exceeded by, or our reserve may be insufficient to cover, the actual costs of remediation. Also, environmental conditions may be identified at other sites, including current and former facilities that conduct or have conducted operations similar to those at our facilities that are or have been the subject of environmental investigation and remediation, resulting in additional liabilities to us. Any such liabilities could have a material adverse effect on our results of operations and could adversely affect our ability to make payments on the notes.

We are subject to risks that our intellectual property may not be adequately protected, and we may be adversely affected by the intellectual property rights of others.

        We rely on a combination of patents and trademarks, licensing agreements and unpatented proprietary know-how and trade secrets to establish and protect our intellectual property rights, particularly those of Arcade, which derives a majority of its revenues from products with some proprietary protections. We enter into confidentiality agreements with customers, vendors, employees, consultants and potential acquisition candidates to protect our know-how, trade secrets and other proprietary information. However, these measures and our patents and trademarks may not afford complete protection of our intellectual property, and it is possible that third parties may copy or otherwise obtain and use our proprietary information and technology without authorization or otherwise infringe, impair, misappropriate, dilute or violate our intellectual property rights. In addition, a portion of Arcade's manufacturing processes is not covered by

31

any patent or patent application. Our competitors may independently develop equivalent or superior know-how, trade secrets or production methods.

        We are involved in litigation from time to time in the course of our businesses to protect and enforce our intellectual property rights. Third parties from time to time may initiate litigation against us asserting that our businesses infringe or otherwise violate their intellectual property rights. Our intellectual property rights may not have the value that we believe them to have, and our products or processes may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. Further, we may not prevail in any such litigation, and the results or costs of any such litigation may have a material adverse effect on our business, financial condition or results of operations. The expense involved in Arcade intellectual property litigation, for example, has been and could continue to be significant. Any litigation concerning intellectual property could be protracted and costly, is inherently unpredictable and could have a material adverse effect on our business, financial condition and results of operations regardless of its outcome.

Our controlling shareholders may have interests that conflict with yours.

        As a result of the Transactions, we are controlled by the Sponsors. These investors collectively control our affairs and policies. Circumstances may occur in which the interests of these shareholders could be in conflict with the interests of the holders of the notes. In addition, these shareholders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the holders of the notes if the transactions resulted in our being more leveraged or significantly changed the nature of our business operations or strategy. In addition, if we encounter financial difficulties, or we are unable to pay our debts as they mature, the interests of our shareholders might conflict with those of the holders of the notes. In that situation, for example, the holders of the notes might want us to raise additional equity from the Sponsors or other investors to reduce our leverage and pay our debts, while the Sponsors might not want to increase their investment in us or have their ownership diluted and instead choose to take other actions, such as selling our assets. Additionally, the Sponsors and certain of their affiliates are in the business of making investments in companies and currently hold, and may from time to time in the future acquire, interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. For instance, certain of the Sponsors currently have investments in Merrill Corp. and Primedia Inc. Further, if they pursue such acquisitions or make further investments in our industry, those acquisition and investment opportunities may not be available to us. So long as the Sponsors continue to indirectly own a significant amount of our equity, even if such amount is less than 50%, they will continue to be able to influence or effectively control our decisions.

We are dependent upon certain members of our senior management.

        We are substantially dependent on the personal efforts, relationships and abilities of certain members of our senior management, particularly Marc Reisch, our Chairman, President and Chief Executive Officer. The loss of Mr. Reisch's services or the services of any other member of senior management could have a material adverse effect on our company.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes are registered under the Securities Act, are not entitled to the registration rights which are applicable to the outstanding notes, and are not subject to certain special interest rate provisions applicable to the outstanding notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

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CAPITALIZATION

        The following table sets forth our capitalization as of July 3, 2004 on an actual basis and on a pro forma basis giving effect to the Transactions. The information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Unaudited Pro Forma Condensed Consolidated Financial Information" and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

			As of July 3, 2004*
			Historical		Pro Forma
			(In millions)
Debt (including current maturities)
	Old revolving credit facilities(1)		$	34.7	$	—
	Old senior secured credit facilities(2)			417.7		—
	New senior secured credit facilities(3):
		Revolving credit facility(4)		—		—
		Term Loan A Facility		—		150.0
		Term Loan B Facility		—		870.0
	123/4% Senior Subordinated Notes of Jostens(5)			224.9		—
	103/8% Senior Subordinated Notes of Von Hoffmann Corporation(5)			100.0		—
	101/4% Senior Notes of Von Hoffmann Corporation(5)			277.5		—
	131/2% Subordinated Exchange Debentures of Von Hoffmann(5)			44.2		—
	101/2% Senior Notes of AKI, Inc.(5)			103.5		—
	Arcade Amended and Restated Notes			72.9		—
	14% Senior Redeemable Payment-in-Kind Preferred Stock of Jostens(5)			122.4		—
	Arcade Mandatorily Redeemable Preferred Stock			133.0		—
	75/8% Senior Subordinated Notes of JIHC			—		500.0
	Total debt			1,530.8		1,520.0
Total shareholders' equity				328.0		400.9
		Total capitalization	$	1,858.8	$	1,920.9

*

As of June 30, 2004 with respect to the debt of Von Hoffmann, Von Hoffmann Corporation, Arcade and AKI, Inc.

(1)

Consists of old revolving credit facilities of Jostens, Von Hoffmann and Arcade.

(2)

Consists of old senior secured credit facility of Jostens.

(3)

Consists of a $150 million six-year Term Loan A Facility, an $870 million seven-year Term Loan B Facility and a $250 million five-year revolving credit facility.

(4)

We drew approximately $70 million under our new revolving credit facility in connection with the closing of the Transactions. Except for approximately $15 million of outstanding indebtedness under the Canadian portion of JIHC's new revolving credit facility, we expect to repay the entire outstanding portion of our new revolving credit facility during the fourth quarter of 2004 with cash flows from operations.

(5)

Assumes that 100% of holders tender their notes in the currently outstanding tender offers and that all outstanding preferred stock is redeemed. In accordance with the contribution agreement entered into in connection with the Transactions, we discharged the indentures governing the 12³/4% Senior Subordinated Notes Due 2010 of Jostens and the 10¹/4% Senior Notes Due 2009 of Von Hoffmann and redeemed all other notes not tendered in connection with the tender offers.

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THE TRANSACTIONS

        On July 21, 2004, our parent entered into a contribution agreement with Fusion providing for the contribution by Fusion of all of the stock of Von Hoffmann and Arcade held by it to our parent in exchange for shares of common stock of our parent. Fusion is controlled by investment funds affiliated with KKR.

        Immediately prior to the Contribution, Fusion acquired all of the stock of Von Hoffmann and Arcade through two separate mergers. A wholly-owned subsidiary of Fusion merged with and into Von Hoffmann with Von Hoffmann surviving the merger. As a result of the merger, Von Hoffmann became a wholly-owned subsidiary of Fusion. At the effective time of the Von Hoffmann merger, holders of equity interests in Von Hoffmann exchanged their interests in Von Hoffmann for the right to receive an aggregate amount of $650 million less the aggregate amount of Von Hoffmann's net debt and certain transaction advisory fees, subject to closing adjustments (including a working capital adjustment).

        Contemporaneous with the Von Hoffmann merger, a wholly-owned subsidiary of Fusion merged with and into Arcade with Arcade surviving the merger. As a result of the merger, Arcade became a wholly-owned subsidiary of Fusion. As of the effective time of the Arcade merger, Arcade's outstanding common stock was cancelled in exchange for no consideration. Holders of the Mandatorily Redeemable Preferred Stock of Arcade received an aggregate of $250 million less the aggregate amount of Arcade's net debt and certain transaction expenses, subject to closing adjustments (including a working capital adjustment).

        After the acquisition by Fusion of the outstanding equity interests of Von Hoffmann and Arcade and the subsequent Contribution, our parent contributed the equity interests of Von Hoffmann and Arcade to Jostens Secondary Holdings Corp. and then to us, which resulted in Von Hoffmann and Arcade becoming our wholly-owned subsidiaries.

        Prior to consummation of the Transactions, affiliates of DLJMBP II controlled Von Hoffmann and Arcade, and DLJMBP III owned approximately 82.5% of our parent's outstanding equity, with the remainder held by other co-investors and certain members of management. Upon consummation of the Transactions, an affiliate of KKR was issued equity interests representing approximately 49.6% of the voting interest and 45% of the economic interest of our parent, and affiliates of DLJMBP III held equity interests representing approximately 41% of the voting interest and 45% of the economic interest of our parent, with the remainder held by other co-investors and certain members of management.

        In connection with the Transactions, JIHC entered into new senior secured credit facilities, consisting of a $150 million Term Loan A Facility, an $870 million Term Loan B Facility and a $250 million revolving credit facility and issued $500 million aggregate principal amount of notes.

        In connection with the Transactions, Jostens, Von Hoffmann and Arcade repaid their existing indebtedness and remaining preferred stock. Each of the companies has concluded tender offers for their existing notes. In connection with these tender offers, each company received the requisite consents of the holders of these notes to amend the respective indentures governing these notes to eliminate substantially all of the restrictive covenants contained in these indentures. In accordance with the contribution agreement entered into in connection with the Transactions, we discharged the indentures governing the 12³/4% Senior Subordinated Notes Due 2010 of Jostens and the 10¹/4% Senior Notes Due 2009 of Von Hoffmann and redeemed all other notes not tendered in connection with the tender offers.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial statements of JIHC, Von Hoffmann and Arcade included elsewhere in this prospectus. The historical consolidated financial data of Combined JIHC set forth below combines the historical consolidated financial data of JIHC, Von Hoffmann and Arcade after July 29, 2003 as a result of common ownership of JIHC, Von Hoffmann and Arcade by affiliates of DLJMBP III and DLJMBP II effective as of such date. The historical consolidated financial statements of JIHC prior to July 29, 2003 are those of Jostens as the predecessor of JIHC. The selected consolidated financial data of JIHC prior to July 29, 2003 have been prepared using JIHC's historical basis of accounting. The unaudited pro forma condensed consolidated balance sheet gives effect to (1) the Transactions and (2) the reclassification of Lehigh Direct from an asset held for sale to an asset held for use, as if they had all occurred on July 3, 2004. The unaudited pro forma condensed consolidated statements of income for the 2003 fiscal year and the six month periods ended June 28, 2003 and July 3, 2004 give effect to (1) the Transactions, (2) the 2003 Jostens Merger, (3) the Lehigh Press Acquisition and (4) the reclassification of Lehigh Direct from a discontinued operation to a continuing operation as if they had all occurred on December 29, 2002. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated financial statements. The Von Hoffmann and Arcade pro forma financial data have been presented based on their respective four quarters ended December 31 and two quarters ended June 30.

        The 2003 Jostens Merger and the Lehigh Press Acquisition were accounted for utilizing purchase accounting, which resulted in a new valuation for the assets and liabilities of Jostens and Lehigh Press to their fair values. See notes 2 and 3 to the financial statements of Combined JIHC included elsewhere in this prospectus for the purchase price allocation of the 2003 Jostens Merger and the Lehigh Press Acquisition. The following unaudited pro forma condensed consolidated financial statements give effect to purchase accounting for these transactions for all periods presented. The combination of JIHC, Von Hoffmann and Arcade has been accounted for as a combination of entities under common control, and as such the historical basis of accounting has not been adjusted.

        The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information does not purport to represent what our results of operations or financial condition would actually have been had all of the events described above, including the Transactions, occurred on the dates indicated, nor does it purport to project the results of operations or financial condition of JIHC for any future period or as of any future date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the information contained in "Selected Historical Consolidated and Combined Financial Data", "Summary—The Transactions", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

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JOSTENS IH CORP.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

		As of July 3, 2004
		Combined JIHC Historical		Adjustments			Pro Forma
		(In thousands)
Assets
Cash and cash equivalents		$	28,527	$	(18,144	)(a)	$	10,421
					38	(b)
Accounts receivable, net			169,169		15,777	(b)		184,946
Inventories, net			96,890		2,893	(b)		99,783
Deferred income taxes			14,573		189	(b)		26,409
					11,647	(c)
Salesperson overdrafts, net			21,414		—			21,414
Prepaid and other current assets			10,585		719	(b)		11,304
Assets held for sale			62,280		(62,280	)(b)		—
	Total current assets		403,438		(49,161	)		354,277
Property and equipment, net			223,700		26,560	(b)		250,260
Goodwill			1,111,041		9,277	(b)		1,120,318
Intangibles, net			627,750		16,000	(b)		643,750
Deferred financing costs, net			33,939		(33,939	)(d)		—
New deferred financing costs, net			—		53,878	(e)		53,878
Other			11,080		—			11,080
		$	2,410,948	$	22,615		$	2,433,563
Liabilities and Shareholders' Equity
Short-term borrowings		$	9,675	$	(9,675	)(a)	$	—
Accounts payable			43,382		6,867	(b)		50,249
Accrued employee compensation and related taxes			40,620		504	(b)		41,124
Commissions payable			45,653		—			45,653
Customer deposits			57,866		—			57,866
Income taxes payable			34,200		353	(b)		—
					(46,200	)(c)
					11,647	(c)
Interest payable			22,564		(22,564	)(a)		—
Current portion old debt			5,150		(5,150	)(a)		—
Current portion new debt					9,975	(a)		9,975
Deferred income taxes			—		—			—
Other accrued liabilities			20,162		489	(b)		20,651
Current portion of discontinued operations			2,770		—			2,770
	Total current liabilities		282,042		(53,754	)		228,288
Old debt			1,260,515		(1,237,652	)(a)		—
					(22,863	)(f)
New debt			—		1,510,025	(a)		1,510,025
Redeemable preferred stock			255,387		(173,903	)(a)		—
					(16,328	)(f)
					(65,156	)(g)
Deferred income taxes			250,844		960	(b)		260,156
					8,352	(c)
Pension liabilities, net			—		—			—
Other noncurrent liabilities			34,144		—			34,144
	Total liabilities		2,082,932		(50,319	)		2,032,613
	Total shareholders' equity		328,016		72,934	(h)		400,950
		$	2,410,948	$	22,615		$	2,433,563

See the accompanying notes to the unaudited pro forma condensed consolidated balance sheet.

37

JOSTENS IH CORP.

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(In thousands)

(a)

Set forth below are the estimated sources and uses of funds pertaining to the Transactions.

(1)	Sources of funds:
	Proceeds from revolving credit facility	$	—
	Proceeds from Term loan A facility (current portion of $5,625)		150,000
	Proceeds from Term loan B facility (current portion of $4,350)		870,000
	Proceeds from offering of JIHC 75/8% Senior Subordinated Notes		500,000
	Von Hoffmann/Arcade available cash		18,144
	Proceeds from KKR equity contribution		254,500
	Proceeds from management investment		5,000
	Total sources of funds	$	1,797,644
(2)	Uses of funds:
	Repayment of Jostens revolving credit facility	$	9,675
	Repayment of long term debt:
	Jostens term loan		417,705
	Jostens 123/4% Senior Subordinated Notes		203,985
	Von Hoffmann credit facility		23,500
	Von Hoffmann 101/4% Senior Notes		275,000
	Von Hoffmann 103/8% Senior Subordinated Notes		100,000
	Von Hoffmann 131/2% Subordinated Exchange             Debentures		44,181
	Arcade credit facility		1,500
	Arcade 101/2% Senior Notes		103,510
	Repurchase of notes held by Arcade shareholders             including $483 of accrued interest		73,904
		$	1,243,285	*
	Repayment or Repurchase of Preferred Stock:
	Repurchase of Jostens Preferred Stock		106,107
	Payment to Arcade Preferred Shareholders		67,796
			173,903
	Payment of accrued interest, excluding $483 related to the Arcade shareholder notes		22,081
	Payment to Von Hoffmann shareholders		183,800
	Payment of transaction fees, expenses and other transaction costs		85,800
	Payment of prepayment penalties/premiums		79,100
	Total uses of funds	$	1,797,644

*	Total repayment of long term debt	1,243,285
	less current liabilities	(5,150	)
	less accrued interest	(483	)
		1,237,652

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(b)

Reclassification of balance sheet for Lehigh Direct that was reported as an asset held for sale in the historical financial results. In connection with the Transactions, Lehigh Direct was treated as a business held for use and not as a business held for sale. The reclassification is as follows:

Cash and cash equivalents		$	38
Accounts receivable, net			15,777
Inventories, net			2,893
Deferred income taxes			189
Prepaid and other current assets			719
Assets held for sale			(62,280	)
Property and equipment, net			26,560
Goodwill			9,277
Intangibles			16,000
	Total assets	$	9,173
Accounts payable		$	6,867
Accrued employee compensation and related taxes			504
Income taxes payable			353
Other accrued liabilities			489
Deferred income taxes			960
	Total liabilities	$	9,173

(c)

Reflects the incremental tax effect of the Transactions as follows:

Currently deductible transaction costs	$	7,322
Prepayment penalties (excluding $15,700 of non-deductible preferred stock penalties)		63,400
Unamortized premium related to Von Hoffmann 101/4% Senior Notes		(2,485	)
Unamortized debt issuance costs related to historical debt		33,939
Unamortized original issue discount related to existing Jostens 123/4% Senior Subordinated Notes (tax basis)		13,323
		115,499
Tax rate		40	%
Current tax provision	$	46,200	*
Unamortized premium related to Jostens 123/4% Senior Subordinated Notes (book basis)	$	(20,879	)
Tax rate		40	%
Deferred tax provision	$	(8,352	)
Total tax provision	$	37,848

*

The $46,200 debit to income tax payable resulted in an increase to the deferred tax asset of $11,647.

(d)

Reflects the elimination of unamortized debt issuance costs of $33,939 related to the existing notes and credit facilities that were repaid in connection with the Transactions.

(e)

Reflects capitalization of estimated debt issuance costs of $53,878 that we incurred in connection with the new senior credit facilities and our 7⁵/8% Senior Subordinated Notes.

39

(f)

Reflects gain from unamortized premiums of $20,879 related to the old Jostens senior notes, unamortized premiums of $2,485 related to the old Von Hoffmann senior notes, unamortized premiums of $16,328 related to the old Jostens preferred stock and a loss from $501 discount on the old Arcade notes.

(g)

Reflects redemption of Arcade preferred stock with a book value of $132,952 for cash payment to its shareholders of $67,796. The excess $65,156 book value of the preferred stock over the cash payment to the shareholders has been reflected as an adjustment to shareholders' equity.

(h)

Reflects adjustments to equity consisting of:

Management equity contribution	$	5,000
KKR equity contribution		254,500
Cash to Von Hoffmann shareholders		(183,800	)
Gain on redemption of Arcade preferred stock		65,156
Income statement adjustments(1)		(67,922	)
	$	72,934

(1)

Reflects income statement impact as follows:

Transaction fees and expenses, net of amount capitalized	$	(31,922	)
Prepayment penalties/premiums		(79,100	)
Write-off of historical unamortized debt issuance costs		(33,939	)
Write-off of historical premiums and discounts on debt and preferred stock as described in note (f) above		39,191
Tax impact as described in note (c) above.		37,848
	$	(67,922	)

40

JOSTENS IH CORP.

Unaudited Pro Forma Condensed Consolidated Statement of Income
Fiscal Year 2003

		Combined JIHC Five Months Ended January 4, 2004 Historical			Jostens Seven Months Ended July 29, 2003 Historical		Von Hoffmann Seven Months Ended July 31, 2003 Historical		Arcade Seven Months Ended July 31, 2003 Historical			Pro Forma Adjustments			Pro Forma
		(In thousands, except for ratio)
Net sales		$	486,358		$	504,058	$	233,776	$	64,230		$	121,121	(a)	$	1,409,543
Cost of products sold			323,779			218,594		191,250		41,298			93,446	(b)		868,367
	Gross profit		162,579			285,464		42,526		22,932			27,675			541,176
Selling and administrative expenses			164,588			196,430		12,730		10,793			46,838	(c)		431,379
Transaction costs			226			30,960		—		—			(31,186	)(h)		—
Special charges			1,512			—		390		—			—			1,902
	Operating income (loss)		(3,747	)		58,074		29,406		12,139			12,023			107,895
Interest expense, net			66,691			32,446		23,640		15,056			(42,357	)(d)		95,476
Loss on redemption of debt			503			13,878		—		1,015			(15,396	)(e)		—
Other expense			325			—		287		266			262	(f)		1,140
	Income (loss) from continuing operations before income taxes		(71,266	)		11,750		5,479		(4,198	)		69,514			11,279
Provision (benefit) for income taxes			(19,618	)		8,695		2,252		804			15,537	(g)		7,670
Income (loss) from continuing operations		$	(51,648	)	$	3,055	$	3,227	$	(5,002	)	$	53,977		$	3,609
Other Financial Data:
Ratio of earnings to fixed charges																1.1	x(i)

See the accompanying notes to the unaudited pro forma condensed consolidated statement of income.

41

JOSTENS IH CORP.

Unaudited Pro Forma Condensed Consolidated Statement of Income

		Six Months Ended July 3, 2004
		Combined JIHC Historical		Pro Forma Adjustments			Pro Forma
		(In thousands, except for ratio)
Net sales		$	810,785	$	47,010	(a)	$	857,795
Cost of products sold			482,759		13,463	(b)		496,222
	Gross profit		328,026		33,547			361,573
Selling and administrative expenses			235,502		7,539	(c)		243,041
Special charges			1,229		—			1,229
	Operating income		91,295		26,008			117,303
Interest expense, net			77,759		(30,202	)(d)		47,557
Loss on redemption of debt			420		(420	)(e)		—
Other expense			158		—	(f)		158
	Income from continuing operations before income taxes		12,958		56,630			69,588
Provision for income taxes			3,526		43,794	(g)		47,320
Income from continuing operations		$	9,432	$	12,836		$	22,268
Other Financial Data:
Ratio of earnings to fixed charges								2.4	x(i)

See the accompanying notes to the unaudited pro forma condensed consolidated statement of income.

42

JOSTENS IH CORP.

Unaudited Pro Forma Condensed Consolidated Statement of Income

		Six Months Ended June 28, 2003
		JIHC Historical		Von Hoffmann Historical		Arcade Historical			Adjustments			Pro Forma
		(In thousands)
Net sales		$	496,460	$	198,114	$	53,263		$	67,316	(a)	$	815,153
Cost of products sold			211,750		161,902		34,664			56,506	(b)		464,822
	Gross profit		284,710		36,212		18,599			10,810			350,331
Selling and administrative expenses			180,047		11,089		9,138			32,390	(c)		232,664
Special charges			—		334		—			—			334
	Operating income		104,663		24,789		9,461			(21,580	)		117,333
Interest expense, net			27,475		20,276		11,708			(11,994	)(d)		47,465
Loss on redemption of debt			—		—		1,015			(1,015	)(e)		—
Other expense			—		288		233			69	(f)		590
	Income (loss) from continuing operations before income taxes		77,188		4,225		(3,495	)		(8,640	)		69,278
Provision for income taxes			32,079		1,738		182			13,110	(g)		47,109
Income (loss) from continuing operations		$	45,109	$	2,487	$	(3,677	)	$	(21,750	)	$	22,169

See the accompanying notes to the unaudited pro forma condensed consolidated statement of income.

43

JOSTENS IH CORP.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income

(In thousands)

(a)

Represents adjustments to net sales consisting of:

			Six Months Ended
	Fiscal Year
			June 28, 2003		July 3, 2004
	2003
Lehigh Press Acquisition(1)	$	104,815	$	67,316	$	—
Lehigh Direct reclassification(2)		16,306		—		47,010
	$	121,121	$	67,316	$	47,010

(1)

Reflects sales of Lehigh Press prior to the Lehigh Press Acquisition.



(2)

Reclassification of sales of Lehigh Direct, which was reported as a discontinued operation in the historical financial results of Von Hoffmann. In connection with the Transactions, Lehigh Direct was no longer treated as a discontinued operation.

(b)

Represents adjustments to cost of products sold consisting of:

				Six Months Ended
	Fiscal Year
				June 28, 2003		July 3, 2004
	2003
Jostens historical purchase accounting adjustments(1)	$	(43,330	)	$	—	$	(38,278	)
Jostens depreciation expense(2)		7,908			4,012		3,584
Jostens order backlog intangible(3)		36,900			2,400		11,800
Lehigh Press Acquisition(4)		79,256			50,001		—
Lehigh Direct reclassification(5)		12,047			—		34,049
Lehigh Press depreciation expense(6)		665			93		2,308
	$	93,446		$	56,506	$	13,463

(1)

Elimination of Jostens' historical purchase accounting adjustments recorded in connection with the 2003 Jostens Merger in the period from July 30, 2003 to July 3, 2004. The adjustment eliminates the effect of amortization of purchase price allocated to the order backlog intangible asset of $2,190 and $34,400 for fiscal 2003 and the six months ended July 3, 2004, respectively, incremental depreciation as a result of the write-up of property, plant and equipment of $3,393 and $3,858 for fiscal 2003 and the six months ended July 3, 2004, respectively, and sale of inventory of $37,747 for fiscal 2003.



(2)

Incremental Jostens' depreciation as a result of the purchase price allocated to property, plant and equipment, in applying purchase accounting in connection with the 2003 Jostens Merger, depreciated over the remaining useful lives.



(3)

Reflects Jostens' amortization of purchase price allocated to order backlog intangible, in applying purchase accounting in connection with the 2003 Jostens Merger, as product in backlog is delivered to customers over a 17 month period.



(4)

Reflects cost of products sold related to sales adjustment in (a)(1) above.



(5)

Reclassification of cost of products sold related to sales adjustment in (a)(2) above.

44

(6)

Incremental Lehigh Press depreciation as a result of the purchase price allocated to property, plant and equipment, in applying purchase accounting in connection with the Lehigh Press Acquisition, depreciated over the remaining useful lives.

(c)

Represents adjustments to selling and administrative expenses consisting of:

				Six Months Ended
	Fiscal Year
				June 28, 2003			July 3, 2004
	2003
Jostens historical purchase accounting adjustments(1)	$	(17,312	)	$	—		$	(20,738	)
Jostens school relationship intangible(2)		33,505			16,438			16,438
Jostens internally developed software intangible(3)		3,398			1,699			1,736
Jostens patented/unpatented technology intangible(4)		3,713			1,820			1,820
Jostens depreciation expense(5)		580			(166	)		779
Lehigh Press Acquisition(6)		19,305			11,702			—
Lehigh Direct reclassification(7)		2,045			—			6,029
Lehigh Press depreciation(8)		(2	)		(13	)		(37	) 1,475
Lehigh Press amortization(9)		3,829			2,002			—
Lehigh Press shareholder expenses(10)		(1,855	)		(895	)		—
Lehigh Press historical amortization(11)		(357	)		(173	)		—
	$	46,838		$	32,390		$	7,539

(1)

Elimination of Jostens' historical purchase accounting adjustments recorded in connection with the 2003 Jostens Merger in the period from July 30, 2003 to July 3, 2004 related to amortization of purchase price allocated to intangibles in applying purchase accounting.



(2)

Reflects amortization over 10 years of purchase price allocated to school relationship intangible, in applying purchase accounting.



(3)

Reflects amortization over two to five years of purchase price allocated to internally developed software intangible, in applying purchase accounting.



(4)

Reflects amortization over three years of purchase price allocated to patented/unpatented technology intangible, in applying purchase accounting.



(5)

Incremental depreciation as a result of the purchase price allocated to property, plant and equipment, in applying purchase accounting in connection with the 2003 Jostens Merger, depreciated over the remaining useful lives.



(6)

Reflects selling and administrative expenses of Lehigh Press incurred prior to the Lehigh Press Acquisition.



(7)

Reclassification of selling and administrative expenses of Lehigh Direct that were reported as a discontinued operation in the historical financial results of Von Hoffmann. In connection with the Transactions, Lehigh Direct was no longer treated as a discontinued operation.



(8)

Incremental Lehigh Press depreciation as a result of the purchase price allocated to property, plant and equipment, in applying purchase accounting, depreciated over the remaining useful lives.



(9)

Amortization of purchase price allocated to Lehigh Press non-compete agreements and customer relationship intangibles, in applying purchase accounting in connection with the Lehigh Press Acquisition, over their estimated useful lives.

45

(10)

Elimination of compensation, fringe benefits and other costs directly associated with two Lehigh Press stockholders whose employment did not continue after completion of the Lehigh Press Acquisition.



(11)

Adjustment for elimination of compensation arrangements associated with these Lehigh Press stockholders.

(d)

Reflects pro forma interest expense resulting from our new capital structure based on an assumed London Interbank Offered Rate, or LIBOR, of 1.98% as follows:

				Six Months Ended
	Fiscal Year
				June 28, 2003			July 3, 2004
	2003
Revolving credit facility(1)	$	1,871		$	531		$	1,144
Term Loan A Facility(2)		6,657			3,360			3,171
Term Loan B Facility(3)		38,927			19,488			19,342
75/8% Senior Subordinated Notes of JIHC(4)		38,125			19,063			19,063
Commitment fees(5)		1,041			566			497
Gold contract fees(6)		358			153			290
Other miscellaneous interest expense and fees(7)		1,313			712			458
Total cash interest expense		88,292			43,873			43,965
Amortization of capitalized debt issuance costs(8)		7,184			3,592			3,592
Total pro forma net interest expense		95,476			47,465			47,557
Less historical net interest expense		(137,833	)		(59,459	)		(77,759	)
Net adjustment to net interest expense	$	(42,357	)	$	(11,994	)	$	(30,202	)

(1)

Reflects pro forma interest expense on our new revolving credit facility assuming outstanding balances ranging from $18,000 to $96,000 and using an effective interest rate of LIBOR plus 2.50%.



(2)

Reflects pro forma interest expense on our new Term Loan A Facility assuming an initial outstanding balance of $150,000 and scheduled semi-annual amortization and using an effective interest rate of LIBOR plus 2.50%.



(3)

Reflects pro forma interest expense on our new Term Loan B Facility assuming an initial outstanding balance of $870,000 and scheduled semi-annual amortization and using an effective interest rate of LIBOR plus 2.50%.



(4)

Reflects pro forma interest expense on $500,000 of 7⁵/8% Senior Subordinated Notes of JIHC.



(5)

Reflects commitment fees of 0.50% on the undrawn balance of the $250,000 revolving credit facility.



(6)

Represents fees paid under our precious metals consignment arrangement in order to finance our gold inventory.



(7)

Reflects miscellaneous interest expense related to payments of tax liabilities and deferred compensation arrangements as well as fees incurred to maintain operating bank accounts. For fiscal 2003, includes $2,860 for interest expense related to a settlement with the Internal Revenue Service, or IRS.



(8)

Reflects non-cash amortization of capitalized debt issuance costs over the term of our senior secured credit facilities.

46

A ¹/8% change in the interest rate on our new indebtedness would have the following effect on pro forma interest expense:

			Six Months Ended
	Fiscal Year
			June 28, 2003		July 3, 2004
	2003
New senior secured credit facilities	$	1,324	$	652	$	660

As of July 3, 2004, the estimated weighted average interest rate on our new borrowings was approximately 5.51%.

(e)

Represents elimination of the historical loss (gain) related to redemption of existing notes and credit facilities that was recorded during the applicable periods as a result of redemptions recorded during such periods. The existing notes and existing credit facilities are being repaid in connection with the Transactions.

(f)

Represents adjustments to other expense consisting of:

				Six Months Ended
	Fiscal Year
				June 28, 2003			July 3, 2004
	2003
Lehigh Press Acquisition other expenses(1)	$	12,460		$	81		$	—
Lehigh Press Acquisition transaction expenses(2)		(12,186	)		—			—
Lehigh Press gain on disposal of fixed assets(3)		(12	)		(12	)		—
	$	262		$	69		$	—

(1)

Reflects other expenses of Lehigh Press incurred prior to or concurrently with the Lehigh Press Acquisition, including transaction expenses in connection with the Lehigh Press Acquisition.



(2)

Reflects expenses incurred by Lehigh Press in connection with the Lehigh Press Acquisition.



(3)

Reflects gain on disposal of fixed assets prior to the Lehigh Press Acquisition.

(g)

Reflects an effective tax rate of 68%. The effective tax rate is higher than the statutory rate due to the relatively large impact of permanent differences on relatively small pre-tax net income. The effective rate for the year is used to record tax expense on an interim basis through the year as required by generally accepted accounting principles.

(h)

Represents elimination of transaction expenses related to the 2003 Jostens Merger.

(i)

For the purposes of calculating the ratio of earnings to fixed charges (and for any period subsequent to the adoption of SFAS 150, preferred stock dividends), earnings represent income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) on all indebtedness plus amortization of debt issuance costs (and for any period subsequent to the adoption of SFAS 150, accretion of preferred stock dividends), and the portion of rental expense that we believe is representative of the interest component of rental expenses.

47

SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

JIHC—Historical

        The selected consolidated financial data as of December 28, 2002 and January 3, 2004, for the years ended December 29, 2001 and December 28, 2002 and for the period from December 29, 2002 to July 29, 2003 (predecessor) and for the period from July 30, 2003 to January 3, 2004 (successor) presented below have been derived from the consolidated financial statements and related notes of JIHC included elsewhere in this prospectus. The selected consolidated financial data as of January 1, 2000, December 30, 2000 and December 29, 2001 and for the years ended January 1, 2000 and December 30, 2000 presented below have been derived from the consolidated financial statements and related notes of JIHC that are not included in this prospectus. The selected consolidated financial data as of June 28, 2003 (predecessor) and July 3, 2004 (successor) and for each of the periods then ended have been derived from the unaudited consolidated financial statements and related notes of JIHC included elsewhere in this prospectus. In the opinion of management, the unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period.

        As a result of the 2003 Jostens Merger, JIHC has reflected predecessor and successor periods in the following selected consolidated financial data. The 2003 Jostens Merger has been accounted for utilizing purchase accounting, which resulted in a new valuation for the assets and liabilities of JIHC to their fair values. The selected consolidated financial data of JIHC prior to July 29, 2003 are those of Jostens as the predecessor of JIHC and have been prepared using Jostens' historical basis of accounting.

        The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto of JIHC included elsewhere in this prospectus.

Combined JIHC—Supplemental Financial Data

        The selected combined financial data of Combined JIHC set forth below combine the historical consolidated financial data of JIHC, Von Hoffmann and Arcade after July 29, 2003 as a result of the common ownership of JIHC, Von Hoffmann and Arcade by affiliates of DLJMBP III on such date. The selected combined financial data for the period from July 30, 2003 through January 3, 2004 have been derived from the audited combined financial statements and related notes included elsewhere in this prospectus. The selected combined financial data as of July 3, 2004 (successor) and for the period then ended have been derived from the unaudited combined financial statements and related notes of Combined JIHC included elsewhere in this prospectus. In the opinion of management, the unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period.

        The selected historical consolidated and combined financial data set forth below should be read in conjunction with, and are qualified by reference to, "Management's Discussion and Analysis of

48

Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto of Combined JIHC included elsewhere in this prospectus.

		Historical																								Supplemental
		Jostens															Jostens and JIHC									Combined JIHC
														Predecessor Seven Months Ended July 29, 2003						Six Months Ended									Six Months Ended
		Fiscal Year
																	Successor Five Months Ended January 3, 2004			Predecessor June 28, 2003			Successor July 3, 2004			Successor Five Months Ended January 3, 2004			Successor July 3, 2004
		1999			2000			2001			2002
		(In millions, except for ratio and percentages)
Statement of Operations(1):
Net sales		$	701.5		$	724.6		$	736.6		$	756.0		$	504.1		$	284.1		$	496.5		$	519.3		$	486.4		$	810.8
Cost of products sold			305.0			305.1			311.3			316.0			218.6			162,6			211.8			257.7			323.8			482.8
	Gross profit		396.5			419.5			425.3			440.0			285.5			121.5			284.7			261.6			162.6			328.0
Selling and administrative expenses			293.6			301.7			300.9			306.4			196.5			143.8			180.0			204.7			166.1			235.5
Transaction costs(2)			—			46.4			—			—			31.0			0.2			—			—			0.2			—
Special charges			20.2			0.3			2.5			—			—			—			—			—			—			1.2
	Operating income (loss)		82.7			71.1			121.9			133.6			58.0			(22.5	)		104.7			56.9			(3.7	)		91.3
Loss on redemption of debt(3)			—			—			—			1.8			13.9			0.5			—			0.4			0.5			0.4
Interest expense, net			7.0			58.9			76.8			67.3			(32.4	)		31.1			27.5			32.2			67.0			77.8
Equity losses and write down of investments			—			6.7			—			—			—			—			—			—			—			—
Other expense			—			—			—			—			—			—			—			—			—			0.2
	Income (loss) from continuing operations before income taxes		75.7			5.5			45.1			64.5			11.7			(54.1	)		77.2			24.3			(71.2	)		12.9
Provision (benefit) for income taxes			31.7			16.0			18.6			36.2			8.7			(17.9	)		32.1			2.4			(19.6	)		3.5
Income (loss) from continuing operations			44.0			(10.5	)		26.5			28.3			3.0			(36.2	)		45.1			21.9			(51.6	)		9.4
Gain (loss) on discontinued operations, net of tax			(0.8	)		(2.3	)		(22.4	)		1.6			—			—			—			—			1.4			4.2
Cumulative effect of accounting change, net of tax			—			(5.9	)		—			—			4.6			—			—			—			—			—
	Net income (loss)		43.2			(18.7	)		4.1			29.9			7.6		$	(36.2	)		45.1		$	21.9			(50.2	)		13.6
Dividends and accretion on redeemable preferred shares			—			(5.8	)		(10.2	)		(11.7	)		(6.5	)		—			6.5			—			—			—
	Net income (loss) available to common shareholders	$	43.2		$	(24.5	)	$	(6.1	)	$	18.2		$	1.1		$	(36.2	)	$	38.6		$	21.9		$	(50.2	)	$	13.6
Statement of Cash Flows:
Net cash provided by (used in) operating activities		$	125.2		$	35.5		$	71.6		$	55.5		$	(6.8	)	$	71.8		$	32.2		$	33.8		$	102.5		$	50.3
Net cash provided used in investing activities			(37.2	)		(18.2	)		(15.8	)		(22.8	)		(11.9	)		(440.5	)		(10.8	)		(6.6	)		(552.3	)		(8.5	)
Net cash provided by (used in) financing activities			(52.1	)		(29.3	)		(39.3	)		(64.8	)		12.9			387.9			(9.6	)		(41.9	)		477.4			(53.8	)
Other Financial Data:
Ratio of earnings to fixed charges and preferred stock dividends(4)			9.0	x		1.1	x		1.6	x		1.9	x		1.4	x		—			3.8	x		1.7	x		—			1.2	x
Depreciation and amortization		$	22.7		$	26.8		$	28.6		$	26.9		$	14.6		$	34.5		$	12.6		$	69.6		$	47.3		$	87.0
Capital expenditures		$	26.8		$	21.2		$	22.2		$	22.8		$	6.1		$	17.0		$	5.4		$	6.7		$	20.7		$	13.8

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	Historical																				Supplemental
	Jostens												Jostens and JIHC								Combined JIHC
												Predecessor Seven Months Ended July 29, 2003				Six Months Ended							Six Months Ended
	Fiscal Year
													Successor Five Months Ended January 3, 2004			Predecessor June 28, 2003			Successor July 3, 2004		Successor Five Months Ended January 3, 2004		Successor July 3, 2004
	1999		2000			2001			2002
	(In millions, except for ratio and percentages)
Balance Sheet Data (at end of period):
Cash and cash equivalents, net	$	38.5	$	26.6		$	43.1		$	10.9		—	$	19.4		$	22.9		$	4.6	$	43.7	$	28.6
Working capital(5)		10.2		(12.8	)		(55.0	)		(51.5	)	—		(58.5	)		5.2			1.6		10.3		81.8
Property and equipment, net		84.6		79.3			68.2			65.4		—		105.6			60.7			97.4		245.5		223.7
Total assets		408.2		388.3			374.6			327.5		—		1,720.4			330.9			1,621.1		2,501.6		2,410.9
Total debt		121.2		684.8			647.0			589.4		—		698.4			581.8			652.2		1,325.1		1,275.3
Redeemable preferred stock(6)		—		48.8			59.0			70.8		—		135.3			77.3			122.4		258.8		255.4
Shareholders' equity (deficit)		36.5		(586.3	)		(599.1	)		(582.5	)	—		384.5			(543.1	)		406.6		314.1		328.1

(1)

Certain selected financial data has been reclassified for all periods presented to reflect the results of discontinued operations consisting of the exit of our Recognition business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations".

(2)

For the fiscal year ended December 30, 2000, transaction costs represent $46.4 million of transaction expenses incurred in connection with the merger and recapitalization of Jostens. For the predecessor period in 2003, transaction costs represent $31.0 million of transaction expenses incurred in connection with the 2003 Jostens Merger. For the successor period for the five months ended December 31, 2003, transaction costs represent $0.2 million of transaction expenses incurred in connection with the 2003 Jostens Merger.

(3)

For the fiscal ended December 28, 2002, loss on redemption of debt represents a loss of $1.8 million in connection with Jostens' repurchase of $7.5 million principal amount of its 12³/4% Senior Subordinated Notes. For the predecessor seven month period from December 29, 2002 through July 29, 2003, loss on redemption of debt represents a loss of $13.9 million consisting of the write-off of unamortized deferred financing costs in connection with refinancing Jostens' old senior secured credit facility. For the successor five month period from July 30, 2003 through January 3, 2004, loss on redemption of debt represents a loss of $0.5 million in connection with Jostens' repurchase of $8.5 million principal amount of its 12³/4% Senior Subordinated Notes. For the combined successor period ended July 3, 2004, loss on redemption of debt represents a loss of $0.4 million in connection with the repurchase of $5.0 million principal amount of Jostens' 12³/4% Senior Subordinated Notes.

(4)

For the purposes of calculating the ratio of earnings to fixed charges (and for any period subsequent to the adoption of SFAS 150, preferred stock dividends), earnings represent income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) on all indebtedness plus amortization of debt issuance costs (and for any period subsequent to the adoption of SFAS 150, accretion of preferred stock dividends), and the portion of rental expense that we believe is representative of the interest component of rental expense. For the five months ended December 2003, JIHC and Combined JIHC earnings did not cover fixed charges by $54.1 million and $71.3 million, respectively.

(5)

Working capital represents current assets (excluding cash and cash equivalents, deferred taxes and assets held for sale, as applicable) less current liabilities (excluding short-term borrowings, current maturities of long-term debt, deferred taxes, income taxes payable and interest payable, as applicable).

(6)

Liquidation preference of Jostens' (predecessor) redeemable preferred stock as of the end of 2000, 2001 and 2002, was $65.6 million, $75.2 million, and $86.3 million, respectively, including accrued dividends. Liquidation preference of JIHC and Arcade redeemable preferred stock as of the end of 2003 was $222.6 million, including accrued dividends.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve numerous risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of these risks and uncertainties, including those set forth in this prospectus under "Special Note Regarding Forward-Looking Statements" and under "Risk Factors". You should read the following discussion in conjunction with "Unaudited Pro Forma Condensed Consolidated Financial Information", "Selected Historical Consolidated and Combined Financial Data" and the consolidated financial statements and notes appearing elsewhere in this prospectus.

Management Overview

        Our businesses will generate a significant portion of their net sales through the sale of specialty printing and marketing products to the North American education sector. Our printing and marketing products include, among others, yearbooks, educational materials, diplomas, announcements, direct marketing materials and commercial printing. We also manufacture and distribute school-related affinity products and services, such as class rings, graduation products and school photography. We sell our products and services to end customers through several different sales channels including independent sales representatives and dedicated sales forces. Our sales and results of operations are impacted by general economic conditions, seasonality, cost of raw materials, school population trends, product quality and service and price.

        Jostens manufactures yearbooks, class rings and graduation products and provides photography services primarily to U.S. high school and college students. This business is affected by seasonality of sales, buy rates, the prices of its products and services, the maintenance and addition of accounts and trends in consumer purchasing demands or consumer preferences. We believe that our success in the school-related affinity products and services industry depends on our ability to effectively address the degree of seasonality in our industry and the highly specific needs of our customers, who require personalized, timely service.

        Von Hoffmann manufactures four-color case-bound and soft-cover instructional materials and related components for major educational publishers in the United States. Our Von Hoffmann business also provides printing and design services as well as commercial printing services. Von Hoffmann's sale of products is affected by a number of factors including competition, the ELHI textbook adoption process, general economic conditions and market seasonality. The sale of instructional materials is also affected over the long term by demographic trends in ELHI and college populations.

        Arcade manufactures multi-sensory marketing and interactive advertising and sampling systems. Arcade sells its products to fragrance companies, prestige and mass cosmetic companies, consumer products companies, department stores, home shopping retailers and specialty retailers. The advertising and marketing budgets of these customers are affected by prevailing economic cycles and market conditions.

        We experience seasonal fluctuations in our net sales tied primarily to the North American school year. For 2003, on a pro forma basis, we recorded approximately 40% of our annual net sales during the second quarter of our fiscal year. Jostens generates a majority of its annual net sales in the second quarter. Deliveries of caps, gowns and diplomas for spring graduation ceremonies and spring deliveries of school yearbooks are the key drivers of Jostens' seasonality. Von Hoffmann's net sales are impacted seasonally by state and local schoolbook purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The college textbook market is also seasonal with the majority of textbook sales occurring during June through August and November through January. Significant amounts of inventory are acquired by publishers prior to those periods in order to meet customer delivery requirements. Arcade's net sales have also historically reflected seasonal variations, and we expect Arcade to generate a majority of its annual net sales during our third and fourth quarters. These seasonal variations are based on the timing of customers' advertising

51

campaigns, which have traditionally been concentrated prior to the Christmas and spring holiday seasons. The seasonality of each of our businesses requires us to allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demands.

        Excess capacity in the commerical printing industry in which we operate coupled with recent weaker economic conditions have resulted in continued downward pricing pressures in an already competitive industry environment. Our net sales include sales to certain customers of paper we purchase. The price of paper, a primary material across most of our products and services, is volatile over time and may cause swings in net sales and cost of sales. We generally are able to pass on increases in the cost of paper to our customers across most product lines as such increases are realized by us. Increases in paper prices that began in the second quarter of 2004 are expected to continue through the second half of this year and the first half of 2005.

Acquisitions

        1997 Von Hoffmann Merger.    In 1997, DLJMBP II acquired a controlling interest in Von Hoffmann, with the remaining interest retained by ZS VH L.P. and affiliated funds, or ZS. On June 20, 2002, ZS sold its remaining interest in Von Hoffmann to DLJMBP II. The purchase price paid for ZS's interest came from proceeds from equity contributions made by DLJMBP II in March 2002. As a result of the Transactions, Von Hoffmann is now a wholly-owned, direct subsidiary of JIHC.

        1997 Arcade Merger.    In December 1997, DLJMBP II formed Arcade to acquire all of the outstanding equity interests of Arcade Holding Corporation. As a result of the Transactions, Arcade is now a wholly-owned, direct subsidiary of JIHC.

        Color Prelude Acquisition.    On December 18, 2001, Arcade acquired, through a newly formed subsidiary, IST, Corp., the business including certain assets and liabilities of Color Prelude, Inc., or CP. CP manufactures interactive advertising and sampling products for cosmetic and consumer products companies. As a result of the Transactions, IST, Corp. is now a wholly-owned, indirect subsidiary of JIHC.

        2003 Jostens Merger.    On July 29, 2003, DLJMBP III acquired Jostens through a merger in which Jostens became the surviving company and our direct subsidiary. Jostens paid $471.0 million to holders of its common stock, warrants and options representing a cash payment of $48.25 per share. Jostens accounted for the merger using the purchase method of accounting. The aggregate purchase price of $471.0 million, excluding certain capitalized transaction costs, was allocated to the tangible and intangible assets acquired and liabilities assumed, based upon their relative fair values as of the date of the merger. As a result of the Transactions, an affiliate of KKR owns approximately 49.6% of our parent's voting interest and 45% of our parent's economic interest, and affiliates of DLJMBP III own approximately 41% of our parent's voting interest and 45% of our parent's economic interest, with the remainder held by other co-investors and certain members of management. As a result of the Transactions, Jostens is now a wholly-owned, direct subsidiary of JIHC.

        Lehigh Press Acquisition.    On October 22, 2003, Von Hoffmann acquired all of the outstanding shares of Lehigh Press for approximately $108.3 million, which we refer to as the Lehigh Press Acquisition. The Lehigh Press Acquisition was financed by the borrowing of funds under Von Hoffmann's existing senior secured credit facilities and cash on hand. The acquisition was accounted for under the purchase method of accounting in accordance with the SFAS No. 141, "Business Combinations". The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on the estimates of their respective fair values at the date of the acquisition. The allocation of purchase price resulted in value being assigned to intangible assets and goodwill of $29.4 million and $41.1 million, respectively. In addition, Von Hoffmann has escrowed approximately $3.0 million for certain potential indemnification obligations pursuant to the related stock purchase agreement. The

52

escrow provisions expire at various dates through April 2005. As a result of the Transactions, Lehigh Press is now a wholly-owned, indirect subsidiary of JIHC.

Discontinued Operations

        In November 2003, Von Hoffmann's Board of Directors authorized the exploration of a potential sale of Lehigh Direct. As a result, retroactive to the date Von Hoffmann acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale as outlined by SFAS No. 144. Accordingly, at the acquisition date, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million, which was based on internal analysis of recent similar transactions.

        In connection with the Transactions, Lehigh Direct was treated as an operating business and not as a business held for sale. As a result, the Lehigh Direct division of Lehigh Press no longer meets the criteria, as of July 21, 2004, for classification as an asset held for sale under SFAS No. 144. Accordingly in the third quarter of 2004, the Lehigh Direct division was valued at its carrying amount, adjusted for any depreciation and amortization that would have been recognized had the division been continuously classified as "held and used".

        The change in classification of the Lehigh Direct division resulted in its assets and liabilities being classified within their respective individual financial statement line items rather than within the asset held for sale line in the consolidated balance sheet. The results of the Lehigh Direct division were classified as an operating business rather than as a discontinued operation. We recorded during the third quarter of 2004, a one-time cumulative adjustment for approximately $5.9 million, on a pre-tax basis, associated with the depreciation and amortization expense as if the division was classified as an asset held for use since October 2003, the date of the Lehigh Press Acquisition.

        In December 2001, Jostens' Board of Directors approved a plan to exit its former Recognition business in order to focus its resources on our core school-related affinity products business. The results of the Recognition business are reflected as discontinued operations in its consolidated statement of operations.

Restructuring Activity

        On June 22, 2004, Jostens announced its decision to close its graduation diploma customer service and production operations at our Red Wing, Minnesota manufacturing facility, and to relocate these operations to facilities in Owatonna, Minnesota, Shelbyville, Tennessee and Topeka, Kansas. During the three months ended July 3, 2004, we established a $2.9 million purchase accounting liability for severance and other personnel costs related to the involuntary termination or relocation of employees associated with the closure. The decision to close the Red Wing facility was made in order to improve customer service and the overall efficiency of Jostens. On June 22, 2004, we formally communicated the termination of employment to approximately 180 full-time and seasonal plant and administrative employees. We anticipate that the majority of these exit costs will be paid during 2004.

        In addition to the exit costs, during the remainder of 2004, we expect to incur $1.3 million of capital expenditures, as well as approximately $2.2 million of period costs to transfer equipment, develop information systems and train employees.

        On June 18, 2004, Von Hoffmann announced plans to integrate the skills and capabilities of its three premedia operations: Preface, H & S Graphics and Lehigh Digital, to form one full-service business to be named Anthology, Inc., which performs services from creative through premedia. The integration of these operations into one facility located in Arlington Heights, Illinois will be completed during the fourth quarter of 2004. The cost impact to Von Hoffmann's ongoing operations and financial position is not expected to be material.

        On December 11, 2003, Von Hoffmann announced the closure of two manufacturing facilities under the Precision Offset Printing Company Inc. subsidiary. The remaining operations of this subsidiary have been combined into the Pennsauken, NJ-based Lehigh Lithographers division of The

53

Lehigh Press. The purpose of the closure was to reduce the cost structure as well as to consolidate Von Hoffmann's service offerings to the educational customers who print products on plastics and other synthetic substrates. The amount of pre-tax expenses associated with this closure was approximately $2.2 million.

Other Factors Affecting Comparability

        On July 29, 2003, Jostens was acquired by DLJMBP III through a merger in which Jostens became the surviving company and our direct subsidiary. As a result of the 2003 Jostens Merger, Jostens applied purchase accounting, and a new basis of accounting began on July 29, 2003. Accordingly, the results of operations of Jostens for periods prior to the acquisition are not comparable to results for subsequent periods. In order to enhance comparability, management's discussion and analysis of financial condition and results of operations has been presented on both a pro forma and historical basis. The pro forma financial information does not purport to represent what our financial position or results of operations would actually have been had the acquisition in fact occurred at the beginning of the periods presented or to project our financial position or results of operations for any future date or period.

        As a result of the merger, we have reflected a Jostens predecessor period from December 29, 2002 to July 29, 2003 and a successor period from July 30, 2003 to January 3, 2004 (together, the "Twelve Month 2003 Period") in the historical management's discussion and analysis of financial condition and results of operations for fiscal 2003. The historical financial information for the predecessor periods prior to July 29, 2003 is that of Jostens and its wholly-owned subsidiaries and was prepared using Jostens' historical basis of accounting.

        In addition to the stand-alone financial statements of JIHC, management's discussion and analysis of financial condition and results of operations includes supplemental information that presents financial information for Jostens combined with that of Von Hoffmann and Arcade subsequent to July 29, 2003. The combination results from the three entities being under common ownership subsequent to the acquisition of Jostens by DLJMBP III.

Critical Accounting Policies and Estimates

        In the ordinary course of business, our companies make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of their financial statements in conformity with accounting principles generally accepted in the United States. Actual results could differ significantly from those estimates and assumptions. We believe that the following discussion addresses our companies' most critical accounting policies, which are those that are most important to the portrayal of their financial condition and results and require management's judgment about the effect of matters that are uncertain.

        On an ongoing basis, management evaluates its estimates and assumptions, including those related to revenue recognition, recoverability of long-lived assets, continued value of goodwill and intangibles and pension and other postretirement benefits. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable at the time the estimates and assumptions are made. Actual results may differ from these estimates and assumptions under different circumstances or conditions.

Goodwill and Indefinite-Lived Intangible Assets

        Our companies have adopted SFAS No. 142, "Goodwill and Other Intangible Assets". Under SFAS 142, our companies are required to test goodwill and intangible assets with indefinite lives for impairment annually, or more frequently if impairment indicators occur. The impairment test requires management to make judgments in connection with identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill and indefinite-lived intangible assets to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the

54

fair value of reporting units include projecting future cash flows, determining appropriate discount rates and other assumptions. The projections are based on management's best estimate given recent financial performance, market trends, strategic plans and other available information. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment for each reporting unit. We believe that there are no indications of impairment. However, unforeseen future events could adversely affect the reported value of goodwill and indefinite-lived intangible assets, which totaled approximately $1.7 billion at July 3, 2004 on a combined basis.

Pension and Other Postretirement Benefits

        Jostens sponsors several defined-benefit pension plans that cover nearly all of its employees. Jostens also provides certain medical and life insurance benefits for eligible retirees. Von Hoffmann maintains a trusteed, noncontributory defined benefit pension plan for eligible employees of the Lehigh Press division not otherwise covered by collective bargaining agreements. Jostens and Von Hoffmann account for their respective plans under SFAS No. 87, "Employer's Accounting for Pensions", which requires management to use three key assumptions when computing estimated annual pension expense. These assumptions are the discount rate applied to the projected benefit obligation, expected return on plan assets and the rate of compensation increases.

        Of the three key assumptions, only the discount rate is based on external market indicators, such as the yield on currently available high-quality, fixed income investments or annuity settlement rates. The discount rate used to value the pension obligation at any year end is used for expense calculations the next year. For the rates of expected return on assets and compensation increases, management uses estimates based on experience as well as future expectations. Due to the long-term nature of pension liabilities, management attempts to choose rates for these assumptions that will have long-term applicability.

        The following is a summary of the three key assumptions that are being used in determining 2003 pension expense for Jostens and 2004 pension expense for Von Hoffmann, along with the impact of a 1% change in each assumed rate. Brackets indicate annual pension expense would be reduced. Modification of these assumptions does not impact Jostens' and Von Hoffmann's respective pension funding requirements.

Assumption		Rate		Impact of 1% Increase			Impact of 1% Decrease
				(In thousands)
Jostens
	Discount rate	6.75	%	$	(1,900	)	$	400
	Expected return on plan assets	9.50	%		(2,100	)		2,100
	Rate of compensation increases	6.30	%		400			(400	)
Von Hoffmann
	Discount rate	6.25	%	$	(492	)	$	103
	Expected return on plan assets	8.00	%		(226	)		226
	Rate of compensation increases	3.00	%		104			(104	)

Income Taxes

        As part of the process of preparing their consolidated financial statements, our companies are required to estimate their income taxes in each of the jurisdictions in which they operate. This process involves estimating their actual current tax exposure together with assessing temporary differences resulting from differing treatment of items such as capital assets for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within their respective consolidated balance sheets. Our companies must then assess the likelihood that any deferred tax assets will be recovered from taxable income of the appropriate character within the carryback or carryforward period and to the extent that recovery is not likely, a valuation allowance must be

55

established. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. On a combined basis, our companies have established a tax valuation allowance of $45.0 million at July 3, 2004, primarily related to capital loss and foreign tax credit carryforwards as the tax benefits are not likely to be fully realized.

Revenue Recognition

        The Commission's Staff Accounting Bulletin, or SAB, No. 101, "Revenue Recognition", provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In accordance with SAB No. 101, our businesses recognize revenue when the products are shipped FOB shipping point, delivered (if shipped FOB destination), risk of loss transfers or as services are performed as determined by the contractual agreement and collectibility is reasonably assured. The policies are consistent with industry practices.

Results of Operations—JIHC Historical

Six Months Ended July 3, 2004 Compared to the Six Months Ended June 28, 2003

        The following table sets forth selected information derived from JIHC's condensed consolidated statements of operations for the six month period ended July 3, 2004 (successor) and its condensed consolidated statement of operations for the six month period ended June 28, 2003 (predecessor). JIHC's consolidated financial statements for the predecessor period from December 29, 2002 through July 29, 2003 were prepared using the historical basis of accounting for Jostens. As a result of the transaction on July 29, 2003, JIHC applied purchase accounting as discussed above under "Factors Affecting Comparability". In addition, the following financial results have been presented on a stand-alone basis without giving effect to common ownership in connection with the 2003 Jostens Merger.

In thousands		Jostens (Predecessor) Six Months Ended June 28, 2003		JIHC (Successor) Six Months Ended July 3, 2004		$ Change between Six Months Ended June 28, 2003 and Adjusted Six Months Ended July 3, 2004			% Change between Six Months Ended June 28, 2003 and Adjusted Six Months Ended July 3, 2004
Net sales		$	496,460	$	519,271	$	22,811		4.6	%
Cost of products sold			211,750		257,647		45,897		21.7	%
	Gross profit		284,710		261,624		(23,086	)	(8.1	)%
Selling and administrative expenses			180,047		204,695		24,648		13.7	%
	Operating income (loss)		104,663		56,929		(47,734	)	(45.6	)%
Loss on redemption of debt			—		420		420		NM
Interest expense, net			27,475		32,189		4,714		17.2	%
	Income (loss) from continuing operations before income taxes		77,188		24,320		(52,868	)	(68.5	)%
Provision for (benefit from) income taxes			32,079		2,432		(29,647	)	(92.4	)%
	Net income (loss)	$	45,109	$	21,888	$	(23,221	)	(51.5	)%

NM = Not meaningful

        Net sales.    Net sales increased $22.8 million, or 4.6%, to $519.3 million for the six months ended July 3, 2004 from $496.5 million for the same period last year. The results were attributable to higher overall volume, modest price increases and improved jewelry metal mix back to historical levels. Specific factors contributing to the increase in volume included:

•

increased orders for yearbooks associated with modest net account growth and our acquisition of a yearbook business in the latter part of fiscal 2003;

56

•

increased orders for graduation regalia products attributable to net account growth, an increase in sales of accessory items and an increase in collegiate regalia units per school;



•

a slight shift in customer demand for spring rather than fall deliveries of yearbooks;



•

an increase in the number of color pages per yearbook; and



•

increased jewelry orders for professional championship rings.

These increases were partially offset by lower commercial printing volume and lower same school buy rates for high school class rings.

        Gross profit.    Gross profit decreased $23.1 million, or 8.1%, to $261.6 million for the six months ended July 3, 2004 from $284.7 million for the same prior year period. As a percentage of net sales, gross profit margin decreased 6.9 percentage points to 50.4% for the current six-month period from 57.3% for the same period last year. Excluding $38.3 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, gross profit and gross profit margin increased $15.2 million and 0.5 percentage points, respectively.

        The increase in gross profit was attributable to the sales fluctuations discussed above as well as the impact of prior year non-recurring costs associated with the difficulties encountered with the ERP system implementation. Our gross profit in the six month period ended July 3, 2004 was negatively impacted by higher costs for precious raw materials compared to the prior year period.

        Selling and administrative expenses.    Selling and administrative expenses increased $24.6 million, or 13.7%, to $204.7 million for the six months ended July 3, 2004 from $180.0 million for the same prior year period. As a percentage of net sales, selling and administrative expenses increased 3.1 percentage points to 39.4% for the six-month period ended July 3, 2004 from 36.3% for the same prior year period. Excluding $20.7 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, selling and administrative expenses increased $3.9 million resulting in a 0.9 percentage point decrease in selling and administrative expenses as a percentage of net sales.

        The $3.9 million increase was primarily due to higher commission expense as a result of increased sales, additional investment in customer service and increased spending on marketing activities. These increases were partially offset by the following:

•

the impact of prior year non-recurring costs associated with the difficulties encountered with the ERP system implementation;



•

the impact of prior year non-recurring costs for severance, a legal settlement and acquisition related items; and



•

lower information systems expense due to the timing of costs associated with maintenance contracts and the elimination of depreciation expense related to fully amortized software.

        Operating income.    Operating income decreased $47.7 million to $56.9 million for the six months ended July 3, 2004 from $104.7 million for the same prior year period. Excluding $59.0 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, operating income increased $11.3 million driven by higher net sales, improved gross profit margin and improved cost control.

        Loss on redemption of debt.    During the six months ended July 3, 2004, Jostens voluntarily redeemed $5.0 million principal amount of its senior subordinated notes, recognizing a loss of $0.4 million. The loss consisted of $0.8 million of premium paid on redemption of the notes and a net $0.4 million credit resulting from the write-off of related unamortized premium, original issuance discount and deferred financing costs.

        Net interest expense.    Net interest expense increased $4.7 million, or 17.2%, to $32.2 million for the six months ended July 3, 2004 as compared to $27.5 million for the same prior year period. The

57

increase was primarily due to reclassification of $7.2 million of dividends on Jostens' redeemable preferred stock in connection with the prior year change in accounting principle.

        Provision for income taxes.    The effective rate of tax presented for results of operations for the six month period ended July 3, 2004 is based on JIHC's estimated consolidated effective rate for the entire year. JIHC's estimated annual consolidated effective tax rate for 2004 is 10% and is impacted by nondeductible interest expense associated with Jostens' preferred stock and JIHC's anticipated pre-tax loss for the year.

        Net income.    As a result of the aforementioned items, net income decreased $23.2 million, or 51.5%, to $21.9 million for the six months ended July 3, 2004 from $45.1 million for the same prior year period.

Year Ended January 3, 2004 Compared to the Year Ended December 28, 2003

        The following table sets forth selected information derived from JIHC's consolidated statement of operations for the five month period ended January 3, 2004 (successor) and its consolidated statement of operations for the seven month period ended July 29, 2003 (predecessor) and fiscal years 2002 and 2001. JIHC's consolidated financial statements for the predecessor period from December 29, 2002 through July 29, 2003 were prepared using the historical basis of accounting for Jostens. As a result of the transaction on July 29, 2003, JIHC applied purchase accounting as discussed above under "Factors Affecting Comparability". Although a new basis of accounting began on July 29, 2003, JIHC has presented Twelve Month 2003 Period results representing the sum of the seven month predecessor period and the five month successor period as it believes this presentation facilitates the comparison of its results with the corresponding predecessor periods for fiscal years 2002 and 2001. In addition, the following financial results have been presented on a stand-alone basis without giving effect to common ownership in connection with the 2003 Jostens Merger.

In thousands		Jostens (Predecessor) Twelve Months 2002		Jostens (Predecessor) Seven Months 2003		JIHC (Successor) Five Months 2003			Twelve Month 2003 Period			$ Change between Twelve Months 2002 and Twelve Month 2003 Period			% Change between Twelve Months 2002 and Twelve Month 2003 Period
Net sales		$	755,984	$	504,058	$	284,171		$	788,229		$	32,245		4.3	%
Cost of products sold			315,961		218,594		162,656			381,250			65,289		20.7	%
	Gross profit		440,023		285,464		121,515			406,979			(33,044	)	(7.5	)%
Selling and administrative expenses			306,449		196,430		143,845			340,275			33,826		11.0	%
Transaction costs			—		30,960		226			31,186			31,186		NM
	Operating income (loss)		133,574		58,074		(22,556	)		35,518			(98,056	)	(73.4	)%
Interest expense, net			67,326		32,446		31,118			63,564			(3,762	)	(5.6	)%
Loss on redemption of debt			1,765		13,878		503			14,381			12,616		NM
	Income (loss) from continuing operations before income taxes		64,483		11,750		(54,177	)		(42,427	)		(106,910	)	(165.8	)%
Provision for (benefit from) income taxes			36,214		8,695		(17,955	)		(9,260	)		(45,474	)	(125.6	)%
Income (loss) from continuing operations			28,269		3,055		(36,222	)		(33,167	)		(61,436	)	(217.3	)%
Gain on discontinued operations			1,637		—		—			—			(1,637	)	NM
Cumulative effect of accounting			—		4,585		—			4,585			4,585		NM
	Net income (loss)	$	29,906	$	7,640	$	(36,222	)	$	(28,582	)	$	(58,488	)	(195.6	)%

NM

Not meaningful

58

        Net sales.    Net sales increased $32.2 million, or 4.3%, to $788.2 million for 2003 from $756.0 million for 2002. Of this 4.3% increase, approximately 2.2% resulted from price increases across all product lines, approximately 1.3% resulted from volume/mix increases and approximately 0.8% was due to the strengthening of the Canadian dollar against the U.S. dollar. The fluctuation attributable to price increases includes the effect of a slight recovery in jewelry product mix toward more precious metals with higher price points. Primary factors contributing to the increase in volume from 2002 to 2003 include:

•

net account growth across most of our product lines;



•

an increase in the number of individual orders for graduation products and higher average purchases per student;



•

volume associated with our acquisition of a photography business early in the year;



•

an increase in the number of color pages per yearbook; and



•

incremental jewelry volume from an emerging market.

        These increases were partially offset by a modest decline in net accounts for yearbooks compounded by a slight shift in mix of orders to smaller yearbooks; slightly lower same school buy rates for high school class rings; and lower commercial printing volume.

        Gross profit.    Gross profit decreased $33.0 million, or 7.5%, to $407.0 million for the Twelve Month 2003 Period from $440.0 million for 2002. As a percentage of net sales, gross profit margin decreased 6.6 percentage points to 51.6% for the Twelve Month 2003 Period from 58.2% for 2002. Excluding $43.3 million of inventory costs and depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, gross profit increased $10.3 million resulting in a 1.1 percentage point decrease in gross profit margin.

        The decrease in gross profit margin was primarily due to additional production costs and production inefficiencies incurred in connection with the installation of an ERP system in Jostens' graduation products line. The decline in gross profit margin was due, to a lesser extent, to an increase in the price of gold, higher pension and employee benefit costs, the effect of sales growth on lower margin products and an unfavorable currency fluctuation against the euro associated with our purchases of precious, semiprecious and synthetic stones. Gross profit results were favorably impacted by the general price increases and incremental volume discussed above combined with the strengthening of the Canadian dollar against the U.S. dollar.

        Selling and administrative expenses.    Selling and administrative expenses increased $33.8 million, or 11.0%, to $340.3 million for the Twelve Month 2003 Period from $306.4 million for 2002. As a percentage of net sales, selling and administrative expenses increased 2.7 percentage points to 43.2% for the Twelve Month 2003 Period from 40.5% for 2002. Excluding $17.3 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, selling and administrative expenses increased $16.5 million resulting in a 0.5 percentage point decrease in selling and administrative expenses as a percentage of net sales. The $16.5 million increase was primarily due to the following:

•

higher commission expense as a result of increased sales;



•

incremental spending on information systems, customer service support and selling activities to address the difficulties encountered with the installation of the ERP system;



•

higher pension and employee benefit costs;



•

additional investment in customer service and support; and



•

incremental spending on a combination of severance costs, a legal settlement and acquisition related expenses.

        These increases were partially offset by lower general and administrative expense compared to 2002.

59

        Transaction costs.    During the Twelve Month 2003 Period, Jostens incurred $31.2 million of transaction expenses in connection with the 2003 Jostens merger, consisting of investment banking fees, legal and accounting fees, compensation expense related to stock option payments and a charge to write off prepaid management fees.

        Net interest expense.    Net interest expense decreased $3.8 million, or 5.6%, to $63.6 million for the Twelve Month 2003 Period as compared to $67.3 million for 2002. The decrease was due to a lower average outstanding debt balance during the predecessor period of 2003 compared to 2002 and lower average interest rates offset by $2.8 million of dividends on the JIHC preferred stock and $6.4 million of additional interest expense as a result of the reclassification of dividends on the Jostens preferred stock in connection with the change in accounting principle as further described in Item 8, Note 8 of the Notes to Consolidated Financial Statements.

        Loss on redemption of debt.    As a result of refinancing its senior secured credit facility, Jostens recognized a loss of $13.9 million consisting of unamortized deferred financing costs. In addition, during the successor period of 2003, Jostens redeemed $8.5 million principal amount of its senior subordinated notes, recognizing a loss of $0.5 million. The loss consisted of $0.8 million of premium paid on redemption of the notes and a net $0.3 million credit to write-off unamortized premium, original issuance discount and deferred financing costs.

        Provision for income taxes.    JIHC's effective tax rate was 21.8% for the Twelve Month 2003 Period compared to 56.2% for 2002. JIHC's effective rate of tax benefit for the successor period of 2003 was 33.1%. The rate of benefit for the 2003 periods is less than JIHC's historical effective income tax rate due primarily to the unfavorable impact of nondeductible interest expense attributable to the change in accounting principle and nondeductible transaction costs compounded by JIHC's loss position.

        Cumulative effect of accounting change.    Jostens recognized a cumulative effect of a change in accounting principle upon adoption of SFAS 150 on June 29, 2003, the beginning of Jostens' third quarter. Jostens assessed the value of its redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, resulting in an adjustment of $4.6 million. Jostens did not provide any tax provision in connection with the adoption of SFAS 150 because the payment of the related preferred dividend and discount amortization are not tax deductible.

        Net income (loss).    As a result of the foregoing discussion, net income decreased $58.5 million, or 195.6%, to a loss of $28.6 million for the Twelve Month 2003 Period from $29.9 million for 2002.

60

Results of Operations—JIHC Combined Historical—Supplemental

Successor Six Months Ended July 3, 2004 Compared to the Predecessor Six Months Ended June 28, 2003

        The following table sets forth selected information derived from JIHC's condensed combined statements of operations for the six month period ended July 3, 2004 (successor) and its condensed consolidated statements of operations for the six month period ended June 28, 2003 (predecessor).

		JIHC (Predecessor) Six Months Ended June 28, 2003		Combined JIHC (Successor) Six Months Ended July 3, 2004		$ Change			% Change
		(In thousands)
Net sales		$	496,460	$	810,785	$	314,325		63.3	%
Cost of products sold			211,750		482,759		271,009		128.0	%
	Gross profit		284,710		328,026		43,316		15.2	%
Selling and administrative expenses			180,047		235,502		55,455		30.8	%
Special charges			—		1,229		1,229		NM
	Operating income		104,663		91,295		(13,368	)	(12.8	)%
Interest expense, net			27,475		77,759		50,284		183.0	%
Loss on redemption of debt			—		420		420		NM
Other			—		156		156		NM
	Income from continuing operations before income taxes		77,188		12,960		(64,228	)	(83.2	)%
Provision for income taxes			32,079		3,526		(28,553	)	(89.0	)%
Income from continuing operations			45,109		9,434		(35,675	)	(79.1	)%
Gain on discontinued operations			—		4,229		4,229		NM
Net income		$	45,109	$	13,663	$	(31,441	)	(69.7	)%

NM    Not meaningful

        Net sales.    Net sales increased $314.3 million, or 63.3%, to $810.8 million for the six months ended July 3, 2004 from $496.5 million for the same prior year period. The combination of Von Hoffmann and Arcade with JIHC accounted for $228.0 million and $63.5 million, respectively, of increased net sales while Jostens' net sales increased $22.8 million compared to the same prior year period.

        Jostens' results were attributable to higher overall volume, modest price increases and improved jewelry metal mix back to historical levels. Specific factors contributing to the increase in volume included:

•

increased orders for yearbooks associated with modest net account growth and our acquisition of a yearbook business in the latter part of 2003;



•

increased orders for graduation regalia products attributable to net account growth, an increase in sales of accessory items and an increase in collegiate regalia units per school;



•

a slight shift in customer demand for spring rather than fall deliveries of yearbooks;



•

an increase in the number of color pages per yearbook; and



•

increased jewelry orders for professional championship rings.

These increases were partially offset by lower commercial printing volume and lower same school buy rates for high school class rings.

61

        Gross profit.    Gross profit increased $43.3 million, or 15.2%, to $328.0 million for the six months ended July 3, 2004 from $284.7 million for the same prior year period. As a percentage of net sales, gross profit margin decreased 16.8 percentage points to 40.5% for the six month period ended July 3, 2004 from 57.3% for the same prior year period.

        The combination of Von Hoffmann and Arcade with JIHC resulted in $42.9 million and $23.5 million, respectively, of gross profit increase whereas Jostens' gross profit decreased $23.1 million compared to the same prior year period. Excluding $38.3 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, Jostens' gross profit and gross profit margin increased $15.2 million and 0.5 percentage points, respectively.

        The increase in Jostens' gross profit was attributable to the sales fluctuations discussed above as well as the impact of prior year non-recurring costs associated with the difficulties encountered with the ERP system implementation. Jostens' gross profit in the six month period ended July 3, 2004 was negatively impacted by higher costs for precious raw materials compared to the prior year period.

        Selling and administrative expenses.    Selling and administrative expenses increased $55.5 million, or 30.8%, to $235.5 million for the six months ended July 3, 2004 from $180.0 million for the same prior year period. As a percentage of net sales, selling and administrative expenses decreased 7.3 percentage points to 29.0% for the six month period ended July 3, 2004 from 36.3% for the same prior year period.

        The combination of Von Hoffmannn and Arcade with JIHC contributed $19.5 million and $11.3 million, respectively, of the increased expense while Jostens' selling and administrative expenses increased $24.6 million compared to the same prior year period. Excluding $20.7 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, Jostens' selling and administrative expenses increased $3.9 million resulting in a 0.9 percentage points decrease in the selling and administrative expenses as a percentage of net sales.

        The $3.9 million increase in Jostens' selling and administrative expenses was primarily due to higher commission expense as a result of increased sales, additional investment in customer service and increased spending on marketing activities.

        These increases were partially offset by the following:

•

the impact of prior year non-recurring costs associated with the difficulties encountered with the ERP system implementation;



•

the impact of prior year non-recurring costs for severance, a legal settlement and acquisition related items; and



•

lower information systems expense due to the timing of costs associated with maintenance contracts and the elimination of depreciation expense related to fully amortized software.

        Operating income.    Operating income decreased $13.4 million to $91.3 million for the six months ended July 3, 2004 from $104.7 million for the same prior year period. Jostens' decrease in operating income of $47.7 million was partially offset by the combination of Von Hoffmann and Arcade with JIHC, which contributed $22.2 million and $12.2 million, respectively, of operating income. Excluding $59.0 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, Jostens' operating income increased $11.3 million driven by higher net sales, improved gross profit margin and improved cost control.

        Loss on redemption of debt.    During the six months ended July 3, 2004, Jostens voluntarily redeemed $5.0 million principal amount of its senior subordinated notes, recognizing a loss of $0.4 million. The loss consisted of $0.8 million of premium paid on redemption of the notes and a net

62

$0.4 million credit resulting from the write-off of related unamortized premium, original issuance discount and deferred financing costs.

        Net interest expense.    Net interest expense increased $50.3 million, or 183.0%, to $77.8 million for the six months ended July 3, 2004 as compared to $27.5 million for the same prior year period. The combination of Von Hoffmann and Arcade with JIHC contributed to $24.4 million and $21.2 million, respectively, of the increased expense while Jostens' net interest expense increased $4.7 million compared to the same prior year period. The increase related to Jostens was primarily due to reclassification of $7.2 million of dividends on its redeemable preferred stock in connection with the prior year change in accounting principle offset by premium amortization associated with purchase accounting.

        Provision for income taxes.    The effective rate of tax presented for the combined successor results of operations for the six month period ended July 3, 2004 was based on the total of the income tax expense (benefit) recorded on each of our companies' separately reported financial statements. Jostens and Von Hoffmann applied tax rates of 10% and 30%, respectively, to their separately reported results of operations for the six month periods ended July 3, 2004 and June 30, 2004, respectively. Arcade's effective tax rate for the six month period ended June 30, 2004 was not meaningful.

        Consistent with the provisions of APB 28, Interim Financial Reporting, both Jostens and Von Hoffmann have recorded income tax provisions based on their best estimate of the effective tax rate for the entire year on a separate company basis. The tax provision for Arcade was based on its audited annual income tax provision reduced by the tax provision separately reported for its six month results of operations ended December 31, 2003.

        The principal factor influencing Jostens' and Arcade's separate company tax rates was the effect of nondeductible interest expense associated with the redeemable preferred stock. Arcade's effective tax rate was also negatively affected by an increase in the valuation allowance on certain of its deferred tax assets. The principal factor influencing the Von Hoffmann separate company tax rate was the effect of nondeductible interest expense on its subordinated exchange debentures.

        The 27.2% effective rate of tax for the successor period is not intended to predict the effective rate of tax for the remainder of fiscal 2004, nor is it intended to reflect the rate that would have applied had the transaction occurred at the beginning of the period.

        Discontinued operations.    Discontinued operations of $4.2 million represented Von Hoffmann's operating results for the six months ended July 3, 2004, net of a $2.7 million income tax provision, related to its asset held for sale, the Lehigh Direct division of Lehigh Press.

        Net income.    As a result of the foregoing discussion, net income decreased $31.4 million, or 69.7%, to $13.7 million for the six months ended July 3, 2004 from $45.1 million for the same prior year period.

The Twelve Month 2003 Period Compared to the Predecessor Year Ended December 28, 2002

        The following table sets forth selected information derived from our combined statements of operations for the five month period ended January 3, 2004 (successor) and our consolidated statements of operations for the seven month period ended July 29, 2003 (predecessor) and fiscal years 2002 and 2001. Although a new basis of accounting began on July 29, 2003, we have presented Twelve Month 2003 Period results representing the sum of the seven month predecessor period and the five

63

month successor period in 2003 as we believe this presentation facilitates the comparison of our results with the corresponding periods for fiscal years 2002 and 2001.

		Jostens (Predecessor) Twelve Months 2002		JIHC (Predecessor) Seven Months 2003		Combined JIHC (Successor) Five Months 2003			Twelve Month 2003 Period			$ Change between Twelve Months 2002 and Twelve Month 2003 Period			% Change between Twelve Months 2002 and Twelve Month 2003 Period
		(In thousands)
Net sales		$	755,984	$	504,058	$	486,358		$	990,416		$	234,432		31.0	%
Cost of products sold			315,961		218,594		323,779			542,373			226,412		71.7	%
	Gross profit		440,023		285,464		162,579			448,043			8,020		1.8	%
Selling and administrative expenses			306,449		196,430		166,100			362,530			56,081		18.3	%
Transaction costs			—		30,960		226			31,186			31,186		NM
	Operating income (loss)		133,574		58,074		(3,747	)		54,327			(79,247	)	NM
Interest expense, net			67,326		32,446		66,691			99,137			31,811		47.2	%
Loss on redemption of debt			1,765		13,878		503			14,381			12,616		714.8	%
Other			—		—		325			325			325		NM
	Income (loss) from continuing operations before income taxes		64,483		11,750		(71,266	)		(59,516	)		(123,999	)	(192.3	)%
Provision (benefit) for income taxes			36,214		8,695		(19,618	)		(10,923	)		(47,137	)	(130.2	)%
Income (loss) from continuing operations			28,269		3,055		(51,648	)		(48,593	)		(76,862	)	(271.9	)%
Gain on discontinued operations			1,637		—		1,351			1,351			(286	)	NM
Cumulative effect of accounting change			—		4,585		—			4,585			4,585		NM
Net income (loss)		$	29,906	$	7,640	$	(50,297	)	$	(42,657	)	$	(72,563	)	(242.6	)%

NM    Not meaningful

        Net sales.    Net sales increased $234.4 million, or 31.0%, to $990.4 million for the Twelve Month 2003 Period from $756.0 million for 2002. The combination of Von Hoffmann and Arcade with JIHC accounted for $143.3 million and $58.9 million, respectively, of the increased net sales while Jostens' net sales increased $32.2 million, or 4.3%, compared to the same prior year period.

        Of the 4.3% increase in Jostens' net sales, approximately 2.2% resulted from price increases across all product lines, approximately 1.3% resulted from volume/mix increases and approximately 0.8% was due to the strengthening of the Canadian dollar against the U.S. dollar. The fluctuation attributable to price increases included the effect of a slight recovery in jewelry product mix toward more precious metals with higher price points. Primary factors contributing to the increase in volume from 2002 to the Twelve Month 2003 Period included:

•

net account growth across most of our product lines;



•

an increase in the number of individual orders for graduation products and higher average purchases per student;

64

•

volume associated with our acquisition of a photography business early in the year;



•

an increase in the number of color pages per yearbook; and



•

incremental jewelry volume from the affinity market.

        These increases were partially offset by a modest decline in net accounts for yearbooks compounded by a slight shift in mix of orders to smaller yearbooks; slightly lower same school buy rates for high school class rings; and lower commercial printing volume.

        Gross profit.    Gross profit increased $8.0 million, or 1.8%, to $448.0 million for the Twelve Month 2003 Period from $440.0 million for 2002. As a percentage of net sales, gross profit margin decreased 13.0 percentage points to 45.2% for 2003 from 58.2% for 2002. The combination of Von Hoffmann and Arcade with JIHC resulted in $21.3 million and $19.7 million, respectively, of gross profit increases, whereas Jostens' gross profit decreased $33.0 million in the Twelve Month 2003 Period compared to 2002. Excluding $43.3 million of inventory costs and depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, Jostens' gross profit increased $10.3 million resulting in a 1.1 percentage point decrease in gross profit margin.

        The decrease in Jostens' gross profit margin was primarily due to additional production costs and production inefficiencies incurred in connection with the installation of an ERP system in Jostens' graduation products line. The decline in gross profit margin was due, to a lesser extent, to an increase in the price of gold, higher pension and employee benefit costs, the effect of sales growth on lower margin products and an unfavorable currency fluctuation against the euro associated with our purchases of precious, semiprecious and synthetic stones. Gross profit results were favorably impacted by the general price increases and incremental volume discussed above combined with the strengthening of the Canadian dollar against the U.S. dollar.

        Selling and administrative expenses.    Selling and administrative expenses increased $56.1 million, or 18.3%, to $362.5 million for 2003 from $306.4 million for 2002. As a percentage of net sales, selling and administrative expenses decreased 3.9 percentage points to 36.6% for 2003 from 40.5% for 2002.

        The combination of Von Hoffmann and Arcade with JIHC contributed $13.3 million and $9.0 million, respectively, of the increased expense while Jostens' selling and administrative expenses increased $33.8 million in the Twelve Month 2003 Period compared to 2002. Excluding $17.3 million of depreciation and amortization expense associated with purchase accounting related to the 2003 Jostens Merger, Jostens' selling and administrative expenses increased $16.5 million resulting in a 0.5 percentage point increase in selling and administrative expenses as a percentage of net sales. The $16.5 million increase was primarily due to the following:

•

higher commission expense as a result of increased sales;



•

incremental spending on information systems, customer service support and selling activities to address the difficulties encountered with the installation of the ERP system;



•

higher pension and employee benefit costs;



•

additional investment in customer service and support; and



•

incremental spending on a combination of severance costs, a legal settlement and acquisition related expenses.

        These increases were partially offset by lower general and administrative expense compared to 2002.

        Loss on redemption of debt.    As a result of refinancing its senior secured credit facility, Jostens recognized a loss of $13.9 million consisting of unamortized deferred financing costs. In addition,

65

during the successor period of 2003, Jostens redeemed $8.5 million principal amount of its senior subordinated notes, recognizing a loss of $0.5 million. The loss consisted of $0.8 million of premium paid on redemption of the notes and a net $0.3 million credit to write off unamortized premium, original issuance discount and deferred financing costs.

        Transaction costs.    During the Twelve Month 2003 Period, Jostens incurred $31.2 million of transaction expenses in connection with the 2003 Jostens Merger, consisting of investment banking fees, legal and accounting fees, compensation expense related to stock option payments and a charge to write off prepaid management fees.

        Net interest expense.    Net interest expense increased $31.8 million, or 47.2%, to $99.1 million for the Twelve Month 2003 Period as compared to $67.3 million for 2002. The combination of Von Hoffmann and Arcade with JIHC contributed $18.5 million and $17.1 million, respectively, of the increased expense whereas Jostens' net interest expense decreased $3.8 million in 2003 compared to 2002. The decrease was due to a lower average outstanding debt balance during the predecessor period of 2003 compared to 2002 and lower average interest rates offset by $2.8 million of dividends on the 8% JIHC redeemable preferred stock and $6.4 million of additional interest expense as a result of the reclassification of dividends on the 14% redeemable preferred stock in connection with the change in accounting principle.

        Provision (benefit) for income taxes.    The effective rate of tax presented for the results of operations for the Twelve Month 2003 Period was based on the total of the income tax expense (benefit) recorded on each of our companies' separately reported financial statements. Jostens applied a 21.8% rate of tax benefit to its 12 month pre-tax loss of $42,427. The rate of tax benefit was less than the statutory rate of 35% due to the unfavorable effect of nondeductible interest expense on redeemable preferred stock and nondeductible transaction costs. The rate of tax expense (benefit) provided by Von Hoffmann and Arcade on pre-tax results for the five month successor period in 2003 was (34.6%) and 30.4%, respectively. Von Hoffmann's effective tax rate was negatively impacted by the effect of nondeductible interest expense on subordinated exchange debentures. Arcade's effective tax rate was negatively impacted by the effect of nondeductible interest expense on its redeemable preferred stock and an increase in the valuation allowance on certain of its deferred tax assets.

        The 18.4% effective rate of tax for the Twelve Month 2003 Period is not intended to predict the effective rate of tax for 2004, nor is it intended to reflect the rate that would have applied had the transaction occurred at the beginning of the period.

        For 2002, Jostens' effective tax rate was 56.2%. The rate was greater than the statutory rate due primarily to the negative effect of Jostens' foreign earnings repatriation.

        Cumulative effect of accounting change.    Jostens recognized a cumulative effect of a change in accounting principle upon adoption of SFAS 150 on June 29, 2003, the beginning of Jostens' third quarter. Jostens assessed the value of its 14% redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, resulting in an adjustment of $4.6 million. Jostens did not provide any tax provision in connection with the adoption of SFAS 150 because the payment of the related preferred dividend and discount amortization are not tax deductible.

        Net income (loss).    As a result of the foregoing discussion, net income decreased $72.6 million, or 242.6%, to a loss of $42.7 million for the Twelve Month 2003 Period from $29.9 million for 2002.

66

Results of Operations—Pro Forma

Six Months Ended July 3, 2004 Compared to the Six Months Ended June 28, 2003

        Pro forma net sales.    Net sales increased $42.6 million, or 5.2%, to $857.8 million for the six months ended July 3, 2004 from $815.2 million for the same prior year period.

        Jostens' net sales increased $22.8 million, or 4.6%, to $519.3 million for the six months ended July 3, 2004 from $496.5 million for the same prior year period. The results were attributable to higher overall volume, modest price increases and improved jewelry product mix toward more precious metals at levels consistent with historical levels. Specific factors contributing to the increase in volume included:

•

increased orders for yearbooks associated with modest net account growth and Jostens' acquisition of a yearbook business in the latter part of fiscal 2003;



•

increased orders for graduation regalia products attributable to net account growth, an increase in sales of accessory items and an increase in collegiate regalia units per school;



•

a slight shift in customer demand for spring rather than fall deliveries of yearbooks;



•

an increase in the number of color pages per yearbook; and



•

increased jewelry orders for professional championship rings.

These increases were partially offset by lower commercial printing volume and lower same school buy rates for high school class rings.

        Von Hoffmann's net sales increased $9.6 million, or 3.6%, to $275.0 million for the six months ended June 30, 2004 from $265.4 million for the same prior year period. Included in both six month periods is net sales from Lehigh Press of $81.9 and $67.3 million for 2004 and 2003, respectively. The four-color ELHI and college businesses experienced strong performance with increases of 9.4% and 1.2%, respectively for the six month period of 2004. In addition, our sales in the four-color non-educational market continued to grow with a 76% increase over the comparable prior year six month period. However, the one- and two-color markets, both non-educational and educational, demonstrated double-digit decreases of 19.6% and 18.2%, respectively. The decreases in these segments were impacted by strong prior year sales with one-time catalog, ELHI, and testing projects as well as overall reduction in computer printing activity. Net sales for Lehigh Press increased by $14.6 million over the same period, primarily driven by activity within Lehigh Direct, Von Hoffmann's direct marketing business.

        Arcade's net sales increased $10.2 million, or 19.2%, to $63.5 million for the six months ended June 30, 2004 from $53.3 million for the same prior year period. The increase in net sales was primarily attributable to an increase in sales of sampling technologies for advertising and marketing of domestic fragrance and cosmetic products and international cosmetic products as well as favorable foreign exchange rates. These increases were partially offset by a decrease in sales of sampling technologies for advertising and marketing of domestic consumer products due to strong performance in 2003 driven by one of Arcade's consumer products customers.

        Pro forma gross profit.    Gross profit increased $11.2 million, or 3.2%, to $361.6 million for the six months ended July 3, 2004 from $350.3 million for the same prior year period. As a percentage of net sales, gross profit margin decreased 0.8 percentage points to 42.2% for the six month period ended July 3, 2004 from 43.0% for the same prior year period.

        Jostens' gross profit increased $6.2 million, or 2.2%, to $284.5 million for the six months ended July 3, 2004 from $278.3 million for the same prior year period. As a percentage of net sales, Jostens' gross profit margin decreased 1.3 percentage points to 54.8% for the six month period ended July 3,

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2004 from 56.1% for the same prior year period. Included in gross profit is amortization of value allocated to order backlog in applying purchase accounting of $11.8 and $2.4 million for the six months ended 2004 and 2003, respectively, as well as incremental depreciation as a result of purchase price allocated to property, plant and equipment of $3.6 and $4.0 million for the six months ended 2004 and 2003, respectively. Excluding the impact of purchase accounting, gross profit increased $15.2 million, or 5.3%, to $299.9 million for the six months ended July 3, 2004 from $284.7 million for the same prior year period. Gross profit margin increased 0.5 percentage points to 57.8% from 57.3%. The increase in gross profit, excluding the impact of purchase accounting, was attributable to the sales increases discussed above as well as the impact of prior year costs associated with the difficulties encountered with the ERP system implementation, which we believe to be non-recurring. Jostens' gross profit in the current period was negatively impacted by higher costs for precious raw materials compared to 2003.

        Von Hoffmann's gross profit increased $0.1 million, or 0.1%, to $53.5 million for the six months ended June 30, 2004 from $53.4 million for the same prior year period. As a percentage of net sales, gross profit margin decreased 0.6 percentage points to 19.5% for the six month period ended June 30, 2004 from 20.1% for the same prior year period. The decrease in gross profit margin in 2004 resulted from the adverse impact of the lower activity in the one and two-color market segments.

        Arcade's gross profit increased $4.9 million, or 26.6%, to $23.5 million for the six months ended June 30, 2004 from $18.6 million for the same prior year period. As a percentage of net sales, gross profit margin increased 2.2 percentage points to 37.1% for the six month period ended June 30, 2004 from 34.9% for the same prior year period. The increase in gross profit was primarily due to the increase in sales volume and favorable foreign exchange rates, partially offset by changes in product and format mix and the reduction in prices of certain fragrance sampling products in order to maintain and grow market share.

        Pro forma selling and administrative expenses.    Selling and administrative expenses increased $10.4 million, or 4.5%, to $243.0 million for the six months ended July 3, 2004 from $232.7 million for the same prior year period. As a percentage of net sales, selling and administrative expenses decreased 0.2 percentage points to 28.3% for the six month period ended July 3, 2004 from 28.5% for the same prior year period.

        Jostens' selling and administrative expenses increased $4.9 million, or 2.4%, to $204.7 million for the six months ended July 3, 2004 from $199.8 million for the same prior year period. As a percentage of net sales, selling and administrative expenses decreased 0.9 percentage points to 39.4% for the 2004 six month period ended July 3, 2004 from 40.3% for the same prior year period. Included in selling and administrative expenses is amortization of value allocated to intangibles in applying purchase accounting of $20.0 million in the six months ended 2004 and 2003, as well as increased/(decreased) depreciation as a result of purchase price allocated to property, plant and equipment of $0.8 and ($0.2) million for the six months ended 2004 and 2003, respectively. Excluding the impact of purchase accounting, selling and administrative expenses increased $3.9 million, or 2.2%, to $183.9 million for the six months ended July 3, 2004 from $180.0 million for the same prior year period, and as a percentage of net sales, decreased 0.9 percentage points to 35.4% for the six month period ended July 3, 2004 from 36.3% for the same prior year period.

        The $3.9 million increase was primarily due to higher commission expense as a result of increased sales, additional investment in customer service and increased spending on marketing activities.

        These increases were partially offset by the impact of prior year non-recurring costs associated with the difficulties encountered with the ERP system implementation, the impact of prior year non-recurring costs for severance, a legal settlement and acquisition related items and lower information systems expense due to the timing of costs associated with maintenance contracts and the elimination of depreciation expense related to fully amortized software.

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        Von Hoffmann's selling and administrative expenses increased $3.3 million, or 14.0%, to $27.0 million for the six months ended June 30, 2004 from $23.7 million for the same prior year period. As a percentage of net sales, selling and administrative expenses increased 0.9 percentage points to 9.8% for the six month period ended June 30, 2004 from 8.9% for the same prior year period. Included in both six month periods are selling and administrative expenses from Lehigh Press of $13.9 million and $12.6 million in 2004 and 2003, respectively. The remaining increase was primarily a result of approximately $0.8 million of costs associated with an adverse legal decision rendered against Von Hoffmann in the first quarter of 2004, which decision will not have an ongoing material effect on us, as well as incremental costs associated with sales and administration functions to meet certain strategic objectives.

        Arcade's selling and administrative expenses increased $2.2 million, or 23.7%, to $11.3 million for the six months ended June 30, 2004 from $9.1 million for the same prior year period. As a percentage of net sales, selling and administrative expenses increased 0.6 percentage points to 17.8% for the six month period ended June 30, 2004 from 17.2% for the same prior year period. The increase in selling, general and administrative expenses is primarily related to an increase in advisory services related to customs and duties matters, consulting services related to marketing initiatives, incentive compensation expense, and the impact of foreign exchange rates.

        Pro forma net interest expense.    Net interest expense increased $0.1 million, to $47.6 million for the six months ended July 3, 2004 as compared to $47.5 million for the same prior year period.

        Pro forma provision for income taxes.    As provided under APB 28, "Interim Financial Reporting", the effective tax rate presented for the results of operations for each six-month period is based on our consolidated effective rate for the year ended January 3, 2004. The 68% effective annual tax rate reflects relatively small amounts of unfavorable permanent differences applied to relatively small amounts of annual pre-tax income.

        Pro forma net income.    Net income increased $0.1 million, or 0.5%, to $22.3 million for the six months ended July 3, 2004 as compared to $22.2 million for the same prior year period as a result of the aforementioned items.

Year Ended January 3, 2004 Compared to the Year Ended December 28, 2002

        Pro forma net sales.    Net sales increased $22.2 million, or 1.6%, to $1,409.5 million for 2003 from $1,387.4 million for 2002.

        Jostens' net sales increased $32.2 million, or 4.3%, to $788.2 million for 2003 from $756.0 million for 2002. Of this 4.3% increase, approximately 2.2% resulted from price increases across all product lines, approximately 1.3% resulted from volume/mix increases and approximately 0.8% was due to the strengthening of the Canadian dollar against the U.S. dollar. The fluctuation attributable to price increases includes the effect of a slight improvement in jewelry product mix toward more precious metals with higher price points. Primary factors contributing to the increase in volume from 2002 to 2003 include:

•

net account growth across graduation products, class and affiliation rings and school photography;



•

an increase in the number of individual orders for graduation products and higher average purchases per student;



•

volume associated with Jostens' acquisition of a photography business early in the year;



•

an increase in the number of color pages per yearbook; and



•

incremental jewelry volume from sales of non-educational affiliation rings.

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These increases were partially offset by a modest decline in net accounts for yearbooks compounded by a slight shift in mix of orders to smaller yearbooks; slightly lower same school buy rates for high school class rings; and lower commercial printing volume.

        Von Hoffmann's net sales of $498.2 million in 2003 were consistent with 2002 net sales of $498.2 million. Included in both years were net sales from Lehigh Press of $127.8 million and $118.7 million for 2003 and 2002, respectively. Net sales for Lehigh Press increased by $9.1 million over the period and were primarily driven by activity within Lehigh Direct, Von Hoffmann's direct marketing sector, as Lehigh Lithographers, sales were relatively stable. Sales in Von Hoffmann's core four-color ELHI market remained stable, while sales increased in one- and two-color instructional, testing, and four-color non-educational materials. At the same time, sales in the one- and two-color non-educational market declined due to stagnant business conditions present in the economy.

        Arcade's net sales decreased $10.1 million, or 7.6%, to $123.1 million for 2003 from $133.2 million for 2002. The decrease in net sales was primarily attributable to a $13.6 million decrease in sales of sampling technologies for advertising and marketing of Mary Kay Inc. cosmetic products, as a result of Mary Kay Inc.'s complete brand reintroduction in 2002 and a decrease in sales of sampling technologies for advertising and marketing of domestic cosmetic and international fragrance products. These decreases were partially offset by increased sales of sampling technologies for advertising and marketing of domestic fragrance and consumer products and international cosmetic products as well as favorable foreign exchange rates.

        Pro forma gross profit.    Gross profit increased $4.5 million, or 0.8%, to $541.2 million for 2003 from $536.6 million for 2002. As a percentage of net sales, gross profit margin decreased 0.3 percentage points to 38.4% for 2003 from 38.7% for 2002.

        Jostens' gross profit increased $10.3 million, or 2.6%, to $405.5 million for 2003 from $395.2 million for 2002. Included in gross profit was amortization of value allocated to order backlog in applying purchase accounting of $36.9 million in both 2003 and 2002, as well as incremental depreciation as a result of purchase price allocated to property, plant and equipment of $7.9 million in both 2003 and 2002. Excluding the impact of purchase accounting, gross profit increased $10.3 million, or 2.3%, to $450.3 million for 2003 from $440.0 million for 2002. However, as a percentage of net sales, gross profit margin excluding the impact of purchase accounting decreased 1.1 percentage points to 57.1% for 2003 from 58.2% for 2002.

        The decrease in gross profit margin was primarily due to additional production costs and production inefficiencies incurred in connection with the installation of an ERP system in Jostens' graduation products line. The decline in gross profit margin was also due, to a lesser extent, to an increase in the price of gold, higher pension and employee benefit costs, the effect of sales growth on lower margin products and an unfavorable currency fluctuation against the euro associated with Jostens' purchases of precious, semiprecious and synthetic stones. Gross profit results were favorably impacted by the general price increases and incremental volume discussed above combined with the strengthening of the Canadian dollar against the U.S. dollar.

        Von Hoffmann's gross profit increased $4.4 million, or 5.0%, to $93.0 million for 2003 from $88.6 million for the same prior year period. As a percentage of net sales, gross profit margin increased 0.9 percentage points to 18.7% for 2003 from 17.8% for 2002. The increase in gross profit margin was due to lower depreciation expense associated with fully depreciated assets at the Jefferson City facility.

        Arcade's gross profit decreased $10.1 million, or 19.2%, to $42.7 million for 2003 from $52.8 million for 2002. As a percentage of net sales, gross profit margin decreased 5.0 percentage points to 34.6% in 2003, from 39.6% in 2002. The decrease in gross profit and gross profit margin was primarily due to the decrease in sales volume, changes in product and format mix, the reduction in prices of certain fragrance sampling products in order to maintain and grow market share and an

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increase in property insurance premiums. These decreases were partially offset by favorable foreign exchange rates.

        Pro forma selling and administrative expenses.    Selling and administrative expenses increased $9.7 million, or 2.3%, to $431.4 million for 2003 from $421.7 million for 2002. As a percentage of net sales, selling and administrative expenses increased 0.2 percentage points to 30.6% for 2003 from 30.4% for 2002.

        Jostens' selling and administrative expenses increased $16.6 million, or 4.8%, to $364.2 million for 2003 from $347.6 million for 2002. Included in selling and administrative expenses was amortization of value allocated to intangibles in applying purchase accounting of $40.6 million in both 2003 and 2002, as well as incremental depreciation as a result of purchase price allocated to property, plant and equipment of $0.6 million in both 2003 and 2002. Excluding the impact of purchase accounting, selling and administrative expenses increased $16.5 million, or 5.4%, to $323.0 million for 2003 from $306.4 million for 2002, and as a percentage of net sales, selling and administrative expenses increased 0.5 percentage points to 41.0% for 2003 from 40.5% for 2002. The $16.5 million increase was primarily due to the following:

•

higher commission expense as a result of increased sales;



•

incremental spending on information systems, customer service support and selling activities to address the difficulties encountered with the installation of the ERP system;



•

higher pension and employee benefit costs;



•

additional investment in customer service and support; and



•

incremental spending on a combination of severance costs, a legal settlement and acquisition related expenses.

These increases were partially offset by lower general and administrative expense compared to last year.

        Von Hoffmann's selling and administrative expenses decreased $3.0 million, or 6.0%, to $47.4 million for 2003 from $50.4 million for the same prior year period. As a percentage of net sales, selling and administrative expenses decreased 0.6 percentage points to 9.5% for 2003 from 10.1% for 2002. Included in both periods were selling and administrative expenses from Lehigh Press of $25.1 million and $24.2 million in 2003 and 2002, respectively. The 2002 period was impacted by a $1.8 million payment made to Robert Uhlenhop, Von Hoffmann's former president and chief executive officer, as part of an amendment made to his employment agreement in June 2002. In addition, Von Hoffmann incurred $0.9 million in severance costs related to management changes involving Von Hoffmann's chief executive officer and chief financial officer in 2002. The remaining decrease was primarily due to various cost initiatives throughout the organization.

        Arcade's selling and administrative expenses decreased $3.9 million, or 16.6%, to $19.8 million for 2003 from $23.7 million for 2002. As a percentage of net sales, selling and administrative expenses decreased 1.7 percentage points to 16.1% for 2003 from 17.8% for 2002. The decrease in selling and administrative expenses was primarily related to a $2.4 million decrease in the amortization of goodwill resulting from the adoption of FASB Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", a decrease in amortization of other acquisition related intangible assets, a reduction in sales staffing and related compensation, incentive compensation expense, loss on office lease abandonment and a decrease in legal services related to a patent infringement lawsuit initiated by Arcade. These decreases were partially offset by the impact of foreign exchange rates.

        Pro forma net interest expense.    Net interest expense decreased $3.2 million, or 3.2%, to $95.5 million for 2003 as compared to $98.7 million for 2002.

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        Pro forma provision for income taxes.    The 68% annual effective income tax rate for the year ended January 3, 2004 reflected relatively small amounts of unfavorable permanent differences applied to relatively small amounts of annual pre-tax income. For the year ended December 28, 2002, we used the same effective annual income tax rate for consistency of presentation.

        Pro forma net income.    Net income decreased $1.9 million to $3.6 million for 2003 as compared to $5.5 million for 2002 as a result of the aforementioned items.

Liquidity and Capital Resources

        Net cash provided by operating activities for the five month successor period in 2003 was $102.5 million on a combined basis and net cash used for operating activities for the seven month predecessor period in 2003 was $6.8 million. Cash flows from operating activities funded $20.7 million and $6.1 million of capital expenditures in the five month successor period on a combined basis and seven month predecessor period, respectively. Our companies' capital spending focused on technology, expansion of color printing capacity, proprietary dies and tooling and manufacturing efficiencies in order to improve operating performance.

        Our companies' principal sources of liquidity were cash flows from operating activities and borrowings under the individual company revolving credit facilities prior to the Transactions, which included $221.2 million in aggregate funds on a combined basis available as of July 3, 2004.

        We intend to fund ongoing operations through cash generated by operations and borrowings under JIHC's new revolving credit facility. We have substantial debt service requirements.

        Our new senior secured credit facilities are comprised of a $150 million senior secured Term Loan A Facility with a six year maturity, an $870 million senior secured Term Loan B Facility with a seven year maturity and a $250 million senior secured revolving credit facility with a five year maturity. JIHC drew approximately $70 million under its new revolving credit facility at closing. We currently have $14.6 million standby letters of credit outstanding. Except for approximately $15 million of outstanding indebtedness under the Canadian portion of JIHC's new revolving credit facility, we expect to repay the entire outstanding portion of our new revolving credit facility during the fourth quarter of 2004 with cash flows from operations.

        Borrowings under our new senior secured credit facilities bear interest at our option at either adjusted LIBOR plus an applicable margin or the alternate base rate plus an applicable margin. Borrowings under our new Term Loan A facility and revolving credit facility are subject to adjustment based on a pricing grid.

        The new senior secured credit facilities require us to meet a maximum total leverage ratio, a minimum interest coverage ratio and a maximum capital expenditures limitation. In addition, the new senior secured credit facilities contain certain restrictive covenants which will, among other things, limit our ability to incur additional indebtedness, pay dividends, prepay subordinated debt, make investments, merge or consolidate, change our business, amend the terms of our subordinated debt and engage in certain other activities customarily restricted in such agreements. It also contains certain customary events of defaults, subject to grace periods, as appropriate. See "Description of Certain Indebtedness".

        The indentures governing JIHC's notes and the existing parent notes also contain numerous covenants including, among other things, restrictions on our ability to: incur or guarantee additional indebtedness or issue disqualified or preferred stock; pay dividends or make other equity distributions; repurchase or redeem capital stock; make investments or other restricted payments; sell assets or consolidate or merge with or into other companies; create limitations on the ability of our restricted subsidiaries to make dividends or distributions to us; engage in transactions with affiliates; and create liens.

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        Future principal debt payments are expected to be paid out of cash flows from operations, borrowings under our new revolving credit facility and future refinancing of our debt.

        Certain financial covenants contained in the indenture governing our notes and the credit agreement relating to our new senior secured credit facilities are based on what we refer to herein as "Adjusted EBITDA". In these debt instruments, EBITDA is defined as net income plus net interest expense, income taxes and depreciation and amortization and Adjusted EBITDA is defined as EBITDA further adjusted to give effect to certain adjustments in calculating covenant ratios and compliance under the indenture governing our notes and our new senior secured credit facilities. Adjusted EBITDA is a material component of these covenants. Non-compliance with the financial ratio maintenance covenants contained in our new senior secured credit facilities could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt incurrence ratio contained in the indenture governing our notes offered would prohibit us and our restricted subsidiaries from being able to incur additional indebtedness other than pursuant to specified exceptions.

        EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP, are not measures of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors about the calculation of certain financial covenants in the indenture governing the JIHC notes and JIHC's new senior secured credit facilities. Because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

        The following table sets forth a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA for the periods indicated on a pro forma basis.

	Pro Forma
				Six Months Ended
	Fiscal Year 2003			June 28, 2003		July 3, 2004
	(In millions)
Reconciliation of Net Income to EBITDA:
Net income	$	3.6		$	22.2	$	22.3
Interest expense, net		95.5			47.5		47.6
Income taxes		7.7			47.1		47.3
Depreciation and amortization		152.4			58.8		68.0
EBITDA	$	259.2		$	175.6	$	185.2
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	259.2		$	175.6	$	185.2
Management and advisory fees(a)		1.4			0.5		1.1
Consulting and transaction expenses(b)		1.4			—		—
LIFO adjustment(c)		(0.4	)		—		—
Loss on sale of fixed assets(d)		0.6			0.4		—
Other(e)		2.1			1.7		2.6
Adjusted EBITDA	$	264.3		$	178.2	$	188.9

(a)

For all periods presented, represents the management fees paid to DLJMBP and advisory fees paid to CSFB and its affiliates. We expect to pay annual management fees of $3.0 million to the Sponsors after the Transactions.

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(b)

For all periods presented, represents the amount of fees paid to CSFB for consulting services.



(c)

The LIFO pre-tax adjustment at Von Hoffmann, which is reflected in cost of products and services, reflects an annual adjustment to record inventory on the last-in, first-out method, which management believes better reflects the actual cash flows of the business.



(d)

Loss on fixed assets relates to the disposal of depreciable assets.



(e)

Represents other costs consisting of (i) for the year ended January 3, 2004, severance costs of $0.9 million associated with terminations of information systems and legal personnel for Jostens, Jostens' litigation expenses of $0.6 million, expenses of $0.3 million associated with a Jostens acquisition and Von Hoffmann litigation expenses of $0.3 million; (ii) for the six months ended June 28, 2003, severance costs of $0.8 million associated with terminations of information systems and legal personnel for Jostens, Jostens' litigation expenses of $0.6 million and expenses of $0.3 million associated with an acquisition by Jostens; and (iii) for the six months ended July 3, 2004, expenses of $0.2 million associated with an acquisition by Jostens, Jostens consulting service expenses related to the implementation of an enterprise resource planning, or ERP, system of $0.2 million, Von Hoffmann restructuring charge of $0.9 million for employee severance and equipment relocation related to the closure of Precision Offset Printing Inc. facilities, Von Hoffmann litigation expenses of $0.8 million, Von Hoffmann severance expenses of $0.1 million and consulting services of $0.4 million for Arcade.

        We also have capital expenditure requirements for our businesses. For the fiscal years ended 2003 and 2002, Jostens had capital expenditures of approximately $23.2 million and $22.8 million, respectively, and for fiscal 2004, we expect Jostens to have capital expenditures of approximately $25.4 million, primarily for a new color press for yearbooks, information systems and ongoing maintenance. For the fiscal years ended 2003 and 2002, Von Hoffmann had capital expenditures of approximately $9.1 million and $12.7 million, respectively, and for 2004, we expect Von Hoffmann to have $14.5 million of capital expenditures, primarily related to automation and information technology. For the fiscal years ended 2003 and 2002, Arcade had capital expenditures of approximately $1.8 million and $2.3 million, respectively, and for 2004, we expect Arcade to have $2.1 million of capital expenditures. We expect capital expenditures to increase somewhat in 2005 due to expected increases in capacity at Von Hoffmann.

        Our ability to make scheduled payments of principal, or to pay the interest or additional interest, if any, on, or to refinance our indebtedness, or to fund planned capital expenditures will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based upon the current level of operations, we believe that cash flow from operations, available cash and short-term investments, together with borrowings available under our new senior secured credit facilities, are adequate to meet our future liquidity needs throughout 2005. Our assumptions with respect to future costs may not be correct, and funds available to us from the sources discussed above may not be sufficient to enable us to service our indebtedness, including the notes, or cover any shortfall in funding for any unanticipated expenses. In addition, to the extent we make future acquisitions, we may require new sources of funding including additional debt, or equity financing or some combination thereof. We may not be able to secure additional sources of funding on favorable terms.

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        The following schedule summarizes our contractual obligations and commercial commitments as of July 3, 2004 on a pro forma basis:

		Payments Due by Calendar Year (In thousands)
Contractual Obligations
		Total		2004		2005		2006		2007		2008		2009		Thereafter
				(six months)
75/8% Senior subordinated notes		$	500,000	$	—	$	—	$	—	$	—	$	—	$	—	$	500,000
Term loans			1,020,000		—		19,950		19,950		23,700		23,700		23,700		909,000
Operating leases			27,716		4,346		7,612		5,525		3,689		3,155		1,973		1,416
Precious metals forward contracts			7,348		7,348		—		—		—		—		—		—
Foreign currency contracts			2,687		2,687		—		—		—		—		—		—
Minimum royalties			9,206		895		1,200		1,200		1,200		1,200		1,200		2,311
Purchase obligations			20,986		19,437		1,549		—		—		—		—		—
Other long-term obligations			750		—		750		—		—		—		—		—
Interest expense			628,844		42,536		84,848		83,954		83,018		81,956		80,895		171,638
	Total contractual cash obligations	$	2,217,537	$	77,249	$	115,909	$	110,629	$	111,607	$	110,011	$	107,768	$	1,584,365

        In addition, Jostens, Von Hoffmann and Arcade had $10.8 million, $3.4 million and $0.4 million, respectively, outstanding in the form of letters of credit, on July 3, 2004. The notes and term loans shown above exclude interest payments.

Off-balance sheet arrangements

        Precious metals consignment arrangement.    Jostens has a precious metals consignment arrangement with a major financial institution whereby Jostens has the ability to obtain up to $30.0 million in consigned inventory. Under the terms of the consignment arrangement, Jostens does not own the consigned inventory until it is shipped in the form of a product to its customer. Accordingly, Jostens does not include the value of consigned inventory or the corresponding liability in its financial statements. The value of consigned inventory as of the end of 2003 and 2002 was $24.1 million and $17.4 million, respectively.

        Other than its precious metals consignment arrangement and general operating leases, our companies have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Jostens' financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Quantitative and Qualitative Disclosure about Market Risk

Market risk

        Our companies are subject to market risk associated with changes in interest rates, foreign currency exchange rates and commodity prices. To reduce any one of these risks, we may at times use financial instruments. All hedging transactions are authorized and executed under clearly defined company policies and procedures, which prohibit the use of financial instruments for trading purposes.

Interest rate risk

        Our companies are subject to market risk associated with changes in LIBOR in connection with the new revolving credit facility, Term Loan A Facility and Term Loan B Facility. If the short-term interest rates or the LIBOR averaged 10% more or less in fiscal 2003, interest expense would have changed by $2.1 million.

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Foreign currency exchange rate risk

        Our companies are exposed to market risks from changes in foreign exchange rates. Jostens and Arcade have foreign operations primarily in Canada and France, respectively, where substantially all transactions are denominated in Canadian dollars and euros. Jostens periodically enters into forward foreign currency exchange contracts to hedge certain purchases of inventory denominated in foreign currency. Arcade periodically enters into forward foreign currency exchange contracts to hedge certain exposures related to selected transactions that are relatively certain as to both timing and amount and to hedge a portion of the production costs expected to be denominated in foreign currencies. The purpose of these hedging activities is to minimize the impact of foreign currency fluctuations on its results of operations and cash flows. We consider our market risk in such activities to be immaterial.

Commodity price risk

        Jostens is subject to market risk associated with changes in the price of gold. To mitigate its commodity price risk, Jostens may enter into forward contracts to purchase gold based upon the estimated ounces needed to satisfy projected customer demand. Jostens periodically prepares a sensitivity analysis to estimate its exposure to market risk on open gold forward purchase contracts. We consider our market risk associated with these contracts as of the end of 2003 and 2002 to be immaterial. Market risk was estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in fair value and giving effect to the increase in fair value over our aggregate forward contract commitment.

New Accounting Pronouncements

SFAS 142—Goodwill and Other Intangible Assets

        SFAS No. 142, "Goodwill and Other Intangible Assets", was issued in June 2001. SFAS 142 changes the accounting and reporting for acquired goodwill and other intangible assets. SFAS 142 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS 142 eliminated the amortization of goodwill, while requiring annual tests for impairment of goodwill. Our companies completed their initial and annual tests of the carrying value of goodwill, which resulted in no impairment.

SFAS 143—Accounting for Asset Retirement Obligations

        In the first quarter of fiscal 2003, our companies adopted SFAS No. 143 "Accounting for Asset Retirement Obligations", which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Adoption of this statement had no impact on our companies' financial statements.

SFAS 145—Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections

        SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", was issued in April 2002. The most significant aspect of this pronouncement, with respect to our companies, is the elimination of SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt". As a result of the elimination of SFAS No. 4, gains and losses from extinguishment of debt are classified as extraordinary items only if they meet the criteria in APB No. 30, "Reporting the Results of Operations—Discontinued Events and Extraordinary Items". SFAS No. 145, which our companies adopted in 2002, requires early retirements of debt to be included in income from continuing operations. Gains and losses on early retirement of debt that were classified as extraordinary items in prior periods that do not meet the criteria in APB No. 30 for classification as an extraordinary item were reclassified.

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SFAS 146—Accounting for Costs Associated with Exit or Disposal Activities

        SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", was issued in June 2002. SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force, or EITF, Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. Adoption of this Statement had no impact on our companies' financial statements.

SFAS 150—Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity

        As of June 29, 2003, our companies adopted SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", which establishes guidance for how certain financial instruments with characteristics of both liabilities and equity are classified and requires that a financial instrument that is within its scope be classified as a liability (or as an asset in some circumstances). Our companies determined that the characteristics of their redeemable preferred stock were such that the securities should be classified as a liability, and we recognized a $4.6 million cumulative effect of a change in accounting principle upon adoption. Restatement of prior periods was not permitted. Jostens assessed the value of its redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, thus recognizing a discount of $19.7 million. The redeemable preferred stock was reclassified to the liabilities section of our companies' consolidated balance sheet, and the preferred dividend and related discount amortization were subsequently recorded as interest expense in the results of operations rather than as a reduction to retained earnings. Our companies did not provide any tax benefit in connection with the cumulative effect adjustment, because payment of the related preferred dividend and the discount amortization are not tax deductible.

SFAS 132 (Revised)—Employers' Disclosures about Pensions and Other Postretirement Benefits

        As of January 3, 2004, our companies adopted the provisions of SFAS No. 132 (Revised), "Employers' Disclosures about Pensions and Other Postretirement Benefits", which amends the disclosure requirements of SFAS 132 to require more complete information in both annual and interim financial statements about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and postretirement benefit plans. Adoption of this statement had no impact on the financial statements.

FSP 106-1—Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003

        On December 8, 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003, or the Act, was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor's postretirement health care plans. In accordance with Financial Accounting Standards Board (FASB) Staff Position (FSP) 106-1, all amounts are presented without reflecting any potential effects of the Act. On May 19, 2004, the FASB issued FSP 106-2, which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit cost to reflect the effects of the Act in the first interim period beginning after June 15, 2004. We do not expect the adoption of the Act to have a material impact on our consolidated financial statements.

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FIN 45—Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others

        FASB Interpretation No. 45, or FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", was issued in November 2002. FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires the guarantor to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements are effective for quarters ending after December 15, 2002, and the liability recognition is in effect for guarantees initiated after December 31, 2002. The provisions of this statement did not impact reported results of operations, financial positions or cash flows for our companies.

FIN 46—Consolidation of Variable Interest Entities

        FASB Interpretation No. 46, or FIN 46, "Consolidation of Variable Interest Entities", was issued in January 2003. FIN 46 requires an investor with a majority of the variable interests in a variable interest entity, or VIE, to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A VIE is an entity in which the equity investor does not have a controlling interest, or the equity investment risk is insufficient to finance the entity's activities without receiving additional subordinated financial support from the other parties. For arrangements entered into with VIEs created prior to January 31, 2003, the provisions of FIN 46 are required to be adopted at the beginning of the first interim or annual period beginning after June 15, 2002. The provisions of this interpretation did not impact reported results of operations, financial position or cash flows for our companies.

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BUSINESS

Our Company

        We are a leading North American specialty printing, marketing and school-related affinity products and services enterprise that was formed through the combination of Jostens, Von Hoffmann and Arcade. On a pro forma basis, we generated approximately 74% of our net sales for fiscal 2003 from printing and marketing products, which include, among others, yearbooks, educational materials, diplomas, announcements, direct marketing materials and commercial printing. We also manufacture and distribute other non-print based school-related affinity products and services such as class rings, caps and gowns and school photography. More than 80% of our pro forma net sales for fiscal 2003 were generated from products and services for which we believe we have the #1 or #2 market position in North America.

        Our primary end market is the North American educational sector, which generated approximately 76.9% of our pro forma net sales for fiscal 2003. The North American educational sector includes high schools, colleges, middle and elementary schools and the educational publishers that service them. Over the last 100 years, we have developed long-standing relationships with administrators in over 25,000 schools in North America and major publishers of educational textbooks such as Harcourt Inc., Houghton Mifflin Company, The McGraw-Hill Companies and Pearson Plc.

        We believe Jostens, Von Hoffmann and Arcade all have attractive and growing niche end markets. We believe that the combination of these businesses will diversify our revenue base as well as allow us to realize substantial cost savings over time.

        We manufacture and provide our products and services through three operating companies: Jostens, Von Hoffmann and Arcade. The following chart sets forth a list of key products and services and our belief as to our respective market positions for each of our operating companies:

	Jostens	Von Hoffmann	Arcade
Key products and services:	•  Yearbooks •  Class and     affiliation rings •  Graduation     products •  Photography	•  Textbooks •  Textbook     covers •  Standardized tests •  Textbook     components	•  ScentStrip® •  Patented     products,     including     BeautiSeal®
Estimated North American market position:	•  #1 Yearbooks •  #1 Class rings •  #1 Graduation     products •  #1 School     photography     (Canada)	•  #1 Textbook     covers •  #2 Elementary     and high school     case-bound     textbooks	#1 Scent strip     samplers

Business Strengths

        We believe that we are distinguished by the following business strengths:

Leading market positions and competitive advantages

        More than 80% of our pro forma net sales for fiscal 2003 were generated from products and services in which we believe we have the #1 or #2 market position in North America. We believe that Jostens has an approximately 40% to 50% market share across its major product lines, Von Hoffmann has approximately a 50% market share of the textbook cover market and approximately a 35% market share of the four-color case-bound textbook market, and Arcade has approximately a 50% market share of the scent strip sampler market.

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        The majority of Jostens' sales are "in the schoolhouse", to school administrators and students, with whom long-standing relationships and the trust that an individualized, quality product will be delivered on-time are important. Von Hoffmann's manufacturing operations, particularly its bookbinding capabilities, and dedication to the educational end market provide a competitive advantage over other printers that would have to dedicate significant resources to establish similar production capabilities. We believe that Arcade is the industry leader in the introduction of innovative products with nearly one half of Arcade's revenues generated from products for which Arcade holds patents.

Attractive and growing industry dynamics

        The markets for our products and services exhibit attractive characteristics that we believe will contribute to the growth of our businesses. We believe that continued growth in the number of high school graduates will benefit Jostens. Jostens' core products are generally purchases that are made through various economic cycles. Additionally, we believe that the expected upturn in the textbook adoption cycle over the next several years will be a primary contributor to growth for Von Hoffmann. Similarly, we believe that Arcade is well positioned to benefit from any rebound in the advertising market.

Reputation for superior quality and customer service

        We have successfully leveraged the quality and depth of our products and services to establish, maintain and grow our long-term customer relationships. We currently serve 25,000 schools, every major textbook publisher and a variety of leading fragrance, cosmetic and consumer products customers. We believe our businesses are well regarded in the markets in which they operate, where reliable service, product quality and the ability to solve complex production and distribution problems are important competitive attributes. Jostens has maintained long-standing customer relationships through its ability to provide highly customized and personalized products. Jostens' high degree of customer satisfaction translates into annual retention rates of over 90% of its customers in its major product lines. Von Hoffmann maintains long-standing relationships with the major educational publishers, and each of its top five customers has been a customer of Von Hoffmann for over 30 years. Arcade's technical expertise, manufacturing reliability and customer capabilities have enabled it to develop strong relationships with its customers. Arcade's top five customers have been Arcade customers for over 10 years.

Experienced management team

        Our executive management team has considerable industry experience. Marc Reisch, who has joined our company as Chairman and Chief Executive Officer, has over 20 years experience in the printing and publishing industries and formerly served as the Chairman and Chief Executive Officer of Quebecor World North America. He also has a proven track record of successfully acquiring and integrating companies. Our senior management team has substantial industry experience and an average of 22 years of experience in the industries in which our companies operate. Our management will also be highly motivated stakeholders through our new equity and option plan, which includes substantial management investment in our equity.

Business Strategy

        The principal features of our business strategy include the following:

Improve customer service and selling strategy to drive growth

        We expect to continue to enhance our relationships with our customers through a focus on customer service and sales force effectiveness across our businesses. Jostens, Von Hoffmann and Arcade will maintain separate sales forces to sell their products, which will help to ensure continuity in

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our customer relationships. We believe there are opportunities within each of our businesses to increase sales to existing customers and to expand our customer base through a continued focus on our selling strategy. At Jostens, our sales strategy will be focused on improving account retention and buy rates through enhanced customer service and new product offerings, increasing the cross-selling of additional Jostens products to existing customers and adding new customers. At Von Hoffmann, our efforts will be directed at increasing our sales to existing educational customers through a focus on product quality, customer service and the breadth of our product offering following the acquisition of Lehigh Press. We also plan to expand our commercial printing business during our off-peak seasons through a targeted sales effort to non-educational customers. At Arcade, we intend to grow our market share with our core fragrance and cosmetics customers through a continued emphasis on customer service and product innovation. We also plan to expand Arcade's customer base by emphasizing the effectiveness of its advertising solutions in less traditional markets such as consumer packaged goods.

Enhance core product and service offerings

        We have continually invested in our businesses to position ourselves as a leader in innovation and breadth of products and services in each market we serve. Through new product development and services and the addition of new features, add-ons and customization, we believe we are able to further stimulate the demand for our products, improve account retention and relationships and generate additional revenue. For instance, Jostens was an industry leader in introducing the electronic manufacturing of yearbooks. Similarly, Von Hoffmann has selectively added new service offerings, such as design, art procurement, editorial, color separation and printing plastic transparencies and decorative covers in the instructional materials and commercial printing markets. Arcade has expanded its sampling system business by developing and acquiring new technologies in the olfactory and beauty sampling system categories. We believe that Arcade's innovative sampling systems have altered the economics and efficiencies of product sampling in the cosmetic and fragrance markets. We intend to continue to invest time and resources to maintain our leading positions in our three businesses.

Implement near-term cost savings initiatives

        By combining our three businesses in connection with the Transactions, we believe that significant, near-term cost saving opportunities exist. These cost savings will primarily be achieved through procurement initiatives aimed at reducing the costs of materials and services used in our operations and reducing corporate and administrative expenses. Our procurement initiatives will focus on our raw materials, but will also encompass other materials and services such as logistics and energy costs. We expect to reduce our corporate and administrative expenses through selected rationalization of certain overhead costs across our three businesses. Through these initiatives, we expect to achieve annual cost savings of between $22 million and $30 million, with approximately $20 million achievable in 2005. See "Risk Factors—Risks Relating to Our Business—We may not be able to achieve all of our expected cost savings and benefits from the Transactions."

Improve operating efficiencies and asset utilization

        The combination of Jostens, Von Hoffmann and Arcade provides opportunities to maximize the efficiency of our assets and operations and grow revenue and profitability. First, we intend to extend continuous improvement and lean manufacturing practices across all three businesses. Second, we will continue to invest in certain facilities and consolidate others to improve our asset utilization while continuing to provide our customers with high quality products and services. Third, we intend to take advantage of the seasonality present in our businesses to capture selected commercial printing business. We intend to leverage Von Hoffmann's facilities, our reputation in the commercial market and our management team's experience in the commercial printing industry to increase our presence in the commercial printing market. Lastly, we intend to continue to identify additional corporate purchasing and procurement opportunities beyond those outlined above.

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Selectively pursue complementary acquisitions

        We intend to pursue opportunistic acquisitions to leverage our existing infrastructure, expand our geographic reach and broaden our product and service offerings. In 2003, Von Hoffmann acquired Lehigh Press, which provides us with a market-leading position in the manufacturing of textbook covers and a significant direct mail business. In 2003, Jostens purchased a small U.S. photography business and a small soft-cover, elementary school-focused memory book printer. We believe that there will be additional acquisition opportunities in the industries in which we operate.

Jostens

        Jostens is the nation's leading provider of school-related affinity products and services including yearbooks, class rings and graduation products, with an estimated market share of between 40% and 50% across its major product lines. Jostens has a 107-year history of providing quality products, which has enabled it to develop long-standing relationships with school administrators throughout the country. Jostens' high degree of customer satisfaction translates into annual retention rates of over 90% in its major product lines. Jostens' products and services are predominantly offered to North American high school and college students, primarily through a network of approximately 1,000 sales representatives and associates. Most of these sales representatives and associates are independent.

Principal products and services

        Jostens offers its products predominantly to North American high school and college students. Approximately 94% of Jostens' 2003 net sales and 95% of both Jostens' 2002 and 2001 net sales were in the U.S. market.

        Yearbooks.    We believe Jostens is the leading manufacturer of yearbooks sold to schools in the United States, serving U.S. high schools, colleges, universities and middle schools. Jostens generates the majority of its revenues from high school accounts, although a small commercial printing business is also included in this product line. Jostens' sales representatives and technical support employees assist students and faculty advisers with the planning and layout of yearbooks. With a new class of students each year and periodic faculty advisor turnover, Jostens' independent sales representatives and customer service employees are the main point of continuity for the yearbook production process on a year-to-year basis. Yearbooks contributed 41%, 42% and 41% of Jostens' net sales in 2003, 2002 and 2001, respectively.

        Class and affiliation rings.    We believe Jostens is the leading provider of class and affiliation rings, serving U.S. high schools, colleges, universities and other specialty markets. In most schools with which it has a relationship, Jostens sells class rings to students as the designated supplier of the school's official class ring. Class rings are also sold through college bookstores, other campus stores, retail jewelry stores and via the Internet. Jostens sells a significant portion of its class rings within schools, where Jostens' independent sales representatives, along with the support of customer service employees, coordinate ring design, promotion and ordering with the students. Jostens' proprietary ring dies and tooling and Jostens' manufacturing expertise enable it to offer highly customized class rings. Jostens also designs, manufactures and sells championship rings for professional sports and affinity rings for a variety of specialty markets. Rings contributed 26%, 27% and 28% of Jostens' net sales in 2003, 2002 and 2001, respectively.

        Graduation products.    We believe Jostens is the leading provider of graduation products, serving U.S. high schools, colleges and universities. Jostens sells caps, gowns, diplomas and announcements, as well as graduation-related accessories, to students and administrators through the same independent sales representatives who sell class rings. Jostens has a proven track record of providing high quality on-time delivery of its wide array of graduation products. In recent years, Jostens' line of graduation products has been expanded to include diploma plaques and personalization options for its regalia line.

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Jostens maintains product-specific tooling as well as a library of school logos and mascots that can be used repeatedly for specific school accounts over time. Graduation products contributed 25%, 24% and 24% of Jostens' net sales in 2003, 2002 and 2001, respectively.

        Photography.    We believe Jostens is the leading provider of school photography products and services in Canada and has a small but growing presence in the United States. Through Jostens' network of sales representatives and independent dealers, Jostens provides photography services for special events and class and individual school pictures of elementary, middle and high school students. Jostens also provides high school senior portraits and photography for proms and other special events. In addition to its products designed for student purchasers, Jostens provides photography products to school administrators, including office records photos, school composites, pictorial directories and identification cards. Photography contributed 8%, 7% and 7% of Jostens' net sales in 2003, 2002 and 2001, respectively.

Sales and marketing

        Although Jostens markets its products primarily through independent sales representatives, Jostens also markets certain of its products through a direct employee-based sales organization. We believe Jostens has the largest sales force in the school-related affinity products and services industry. Sales representatives gain access to K-12 schools and colleges through administrators or student representatives who are involved in the selection process. Once selected, the sales representative coordinates between the school and customer service and plant employees to ensure satisfactory quality and service. Jostens' sales representatives and their associates sell yearbooks directly to schools. Class rings are sold within the school through temporary order-taking booths, bookstores, other campus stores and retail jewelry stores. Jostens' sales representatives make calls on schools and take sales orders for graduation products through temporary order-taking booths, telemarketing programs, college bookstores and via the Internet. Jostens sells its photography services through sales representatives who arrange the sittings at individual schools or in their own studios.

        Jostens' independent sales representatives typically operate under one to three year contracts for sale of Jostens' products. These contracts are generally terminable upon 90 days notice from the end of the current year and contain non-compete provisions that extend for one year subsequent to termination or expiration. Independent sales representatives may employ one or more additional sales representatives in addition to part-time or full-time assistants. Jostens compensates independent sales representatives on a commission basis, and most independent sales representatives receive an annual draw against commissions earned. In addition, all of an independent sales representative's expenses are the responsibility of the representative.

Production and manufacturing

        Eleven manufacturing facilities support the Jostens business. Jostens continually invests in its manufacturing facilities to achieve process improvements and has implemented the lean manufacturing concept in many of its processes. We believe that these investments, along with Jostens' significant experience in its industry, have made Jostens one of the most efficient manufacturers of school-related affinity products. Additionally, by investing to establish these capabilities, we have been able to consistently provide high quality products to our customers in a timely fashion.

        The school-related affinity products market is seasonal, with the majority of the yearbooks and graduation products manufacturing occurring in the winter through spring season, while the majority of class ring and photography manufacturing occurs in the fall. We believe Jostens' leading market share and technology position, in connection with its extensive manufacturing capacity, allow it to better manage periods of high and low capacity utilization, as well as the corresponding impact on working capital, by "flexing" up and down activity very efficiently. To facilitate this "flexing", Jostens maintains

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access to a pool of skilled seasonal employees, many of whom have been employed by Jostens on a seasonal basis for numerous years.

Von Hoffmann

        Von Hoffmann is a leading manufacturer of four-color case-bound and soft-cover educational textbooks, textbook covers, standardized test materials and related components for major educational publishers in the United States, with an estimated 50% market share of the textbook cover market and approximately a 35% market share of the ELHI four-color case-bound textbook market. The educational publishers, in turn, sell them through the ELHI and college instructional materials markets. In addition to textbook manufacturing, Von Hoffmann provides its customers with a full range of value-added printing and design services from early design to final distribution. Over its 100-year history, Von Hoffmann has established itself as a trusted provider of quality products with a reputation for on-time delivery and innovation. Von Hoffmann also provides commercial printing services to non-educational customers, including business-to-business catalog publishers, the federal government, trade publishers and the health-care and financial services industries. In 2003, Von Hoffmann acquired Lehigh Press, a leader in the printing of decorative covers and book components in the instructional materials market. Its Lehigh Direct business provides a range of innovative printing products and services to the direct marketing sector.

Principal products and services

        Four-color educational and commercial materials.    Von Hoffmann's Jefferson City, Missouri facility focuses primarily on the manufacture of four-color products including textbooks for the ELHI and college markets and commercial products. Von Hoffmann employs specially modified machinery to meet the demanding service, quality and delivery requirements of these markets, and we believe that Von Hoffmann is well-positioned to accommodate the relatively short lead-times, a broad variety of complex binding requirements and highly variable run lengths that typify the four-color product industries. These factors distinguish Von Hoffmann from other book manufacturers who focus on multiple products and for whom four-color products represent only a small portion of overall product mix.

        Approximately 50% of ELHI textbooks are shipped to states that require publishers to keep a particular title in print and supply orders for reprints for periods generally ranging from five to eight years. Other ELHI and college textbooks are kept in print for approximately four to six years. The reprint business is also necessitated by partial corrections or copyright edition changes that must be made in order to incorporate new information or to comply with editorial changes demanded by school committees in various states. In 2003, approximately 78% of Von Hoffmann's four-color ELHI net sales were generated from reprints, and Von Hoffmann retained over 97% of its ELHI reprint business while losing less than 3% to competitors.

        One- and two-color educational and commercial materials.    Von Hoffmann recently announced its decision to consolidate its Frederick, Maryland one- and two-color print operations into its Eldridge, Iowa and Owensville, Missouri facilities over the next several months. Von Hoffmann's Owensville, Missouri and Eldridge, Iowa facilities currently focus on the one- and two-color book manufacturing market. These facilities also feature binding operations, including adhesive and saddle-stitch styles, and provide fulfillment and distribution services. The Frederick, Maryland facility will be closed, and current Frederick, Maryland customers will be serviced either in Eldridge or Owensville. A limited amount of the equipment from the Frederick facility will be redeployed in these other facilities over the next several months.

        Textbook covers.    Acquired in October 2003, Lehigh Lithographers is a market leader in cover component manufacturing, principally highly differentiated book covers, for the ELHI and college market sectors of the book publishing industry. Lehigh Lithographers was the sole provider of cover

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components for eight of the top ten best-selling K-8 textbook series in 2003, based on Educational Marketer, an industry newsletter. As these books will reprint for a period of two to five years, we believe that a corresponding stable stream of revenue for Lehigh Lithographers will continue during that time. Lehigh Lithographers also prints commercial products, such as posters, folders, catalogs, brochures and synthetic substrates, which consist of overhead transparency products and plastic inserts for educational textbooks. Lehigh Lithographers' customer base includes the same major educational publishing houses with which Von Hoffmann has long-standing relationships, including Harcourt, Inc., Houghton Mifflin Company, The McGraw-Hill Companies and Pearson Plc.

        Direct marketing.    Lehigh Direct provides a range of innovative printing products and services to the direct marketing sector. Lehigh Direct has over 30 years of experience in the processing of direct marketing materials. Lehigh Direct incorporates eight web presses ranging from four- to eight-color presses and from 26 inches to 50 inches in width. Lehigh Direct can accommodate large marketing projects with digital pre-press, personalization, dimensional printing, inline finishing, data processing and mailing services. Lehigh Direct's inline capabilities include die-cutting, hot-melt glue, plow folding, rotary cutting, rub-offs, scoring, numbering and micro-encapsulation.

        Creative and book design services.    With the acquisitions of H&S Graphics, Preface and Lehigh Digital, Von Hoffmann added the ability to serve the educational publishers in the design, creative editorial development, project management, digital pre-press and composition areas of book production. Offering these services, which represent the early production processes in the manufacturing of a book, positions Von Hoffmann to manage production more efficiently and more fully serve the needs of educational publishers.

        On June 18, 2004, Von Hoffmann announced plans to integrate the skills and capabilities of its three pre-media operations: Preface, H&S Graphics and Lehigh Digital, to form one full-service pre-media business to be named Anthology, Inc. These operations will be integrated into one facility located in Arlington Heights, Illinois during the fourth quarter of 2004. The cost impact to ongoing operations and financial position will not be material.

Sales and marketing

        Instructional materials market.    Von Hoffmann's educational textbook sales team works to develop, support and enhance its relationships with publishers in both the college and ELHI markets, as well as with smaller independent publishers. The cost of printing a textbook typically represents a small percentage of a publisher's total cost for a textbook, but the failure to meet a production deadline could result in a significant loss to the publisher. As a result, competition in the textbook manufacturing industry is equally service- and quality-driven. Accordingly, a significant element of Von Hoffmann's marketing efforts consists of maintaining close relationships with its customers to ensure proper production, scheduling and timely delivery. Von Hoffmann's senior management team and sales support staff maintain close contact with key customers in order to identify relevant issues affecting these customers as well as to identify competitive advantages. In addition, the sales force and planners are in daily contact with the manufacturing personnel of Von Hoffmann's customers with pending indications or firm orders in order to deal with changes or production issues that arise throughout the process.

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        Von Hoffmann has concentrated on maintaining long-standing relationships with the major educational publishers. These publishers have consolidated significantly over the past several years, reducing the major educational publishers to four. These publishers accounted for approximately 42% of Von Hoffmann's net sales during 2003.

        Commercial printing market.    Von Hoffmann's sales and marketing organization has developed and is pursuing a focused sales strategy across the identified commercial market segments. With dedicated sales people located throughout the United States, Von Hoffmann addresses this market on a national level. Customer needs are matched to one of Von Hoffmann's manufacturing facilities and its array of production capabilities.

Production and manufacturing

        As a contract print manufacturer, Von Hoffmann principally manufactures products pursuant to firm customer orders. Von Hoffmann provides its customers with a full range of value-added printing and design services from early design to final distribution. Von Hoffmann's typical production run size ranges from less than 2,500 units to over 250,000 units, with the capability to produce profitable runs under 2,500 units. Von Hoffmann can cost-effectively produce these short runs due to its ability to shift work rapidly among printing presses. Customers generally seek to lower costs by maintaining low inventory levels and ordering small quantities for just-in-time delivery. We believe that Von Hoffmann's ability to produce short runs effectively is a significant competitive advantage.

        Von Hoffmann has configured its physical plant and trained its workforce to print both short-run and long-run quantities. The length of a run of a given title is highly variable over its life span. We believe Von Hoffmann's changeover cycle is less than that of its major competitors. This capability permits competitive unit costs, making it economically feasible to print fewer copies.

        Pre-press.    Von Hoffmann has invested in state-of-the-art, integrated and standardized digital pre-press equipment that streamlines and enhances the traditional pre-press process. Rather than outsourcing this service, all of its printing facilities have the ability to perform the complete digital pre-press workflow directly from digital media provided by its customers. This system gives Von Hoffmann an electronic capability to make plates using the single-burn process, saving time and expense, while reducing the chance of error. This is particularly significant in products which entail repeated changes and multiple short-run print jobs. Von Hoffmann has standardized across its entire platform direct-to-plate capabilities, which eliminate the film-output step of the pre-press process. Von Hoffmann now has complete redundancy in the digital pre-press process throughout its plants, which gives Von Hoffmann increased flexibility in the manufacturing process.

        Printing and binding.    Von Hoffmann has a variety of web printing presses configured to maximize its manufacturing flexibility. Although a certain number of Von Hoffmann's presses are dedicated to 9", 10" or 11" products, these presses are highly specialized and have been modified to have the flexibility to print any of these sizes on the next-larger press size. Specifically, Von Hoffmann has developed equipment adaptations and proprietary production methods for its printing and binding operations that significantly reduce the make-ready time per changeover of plates compared to that of Von Hoffmann's competitors. In addition, Von Hoffmann's state-of-the-art modified web presses are capable of running at speeds of up to 50,000 impressions per hour. Von Hoffmann currently maintains multiple binding lines in each of its manufacturing plants, providing virtually all of the binding options used in the industry.

        Over the past five years, Von Hoffmann has invested approximately $96.4 million in high-quality, high-throughput machinery and plant expansions (excluding equipment obtained in acquisitions), enhancing its competitive position and significantly expanding its production capacity for future growth. Von Hoffmann's investments have been made in additional one through four-color web printing presses, additional sheet-fed presses, new digital pre-press equipment and additional manufacturing space. Von Hoffmann has also invested extensively in customized, highly efficient bookbinding production lines.

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Arcade

        Arcade is a leading global marketer and manufacturer of multi-sensory and interactive advertising sampling systems that utilize various technologies to engage the senses of touch, sight and smell, with an estimated 50% market share of the scent strip sampler market and proprietary technologies in its other major product lines. Arcade has over a 100 year history and pioneered its ScentStrip® product in 1980. Arcade offers an extensive portfolio of proprietary, patented and patent-pending technologies that can be incorporated into various marketing programs designed to reach the consumer at home or in-store, such as magazine inserts, catalog inserts, remittance envelopes, statement enclosures, blow-ins, direct mail, direct sell and point-of-sale materials and gift-with-purchase/purchase-with-purchase programs.

        We believe product sampling is one of the most effective, widely used and growing forms of promotional activity. Product sampling is particularly crucial to the fragrance and cosmetics industries where consumers traditionally "try before they buy" due to the highly personal nature of the products. We believe that Arcade's introduction in 1980 of the ScentStrip®, the first pull-apart, microencapsulated scent sampling system, transformed the fragrance sampling industry. With the creation of a multi-sensory marketing program—combining advertising with a sampling system—marketers are afforded a cost-effective means to reach consumers in their homes on a mass scale with quality renditions of perfume, skincare products, foundation, lipstick and cosmetic powders. Arcade has a diverse portfolio of alternative scent sampling systems, all designed for cost-effective mass distribution and continues to be a leading innovator in sampling system technologies. We believe that Arcade's innovative sampling systems have altered the economics and efficiencies of product sampling in the cosmetic and fragrance markets. In recent years, Arcade has expanded its sampling system business by developing and acquiring new technologies in the olfactory and beauty sampling system categories.

Principal products

        Arcade offers a broad and diversified portfolio of innovative, interactive sampling systems and advertising formats for the fragrance, cosmetics and personal care markets as well as other consumer products markets including household products and food and beverage markets. Each of Arcade's sample systems is generally sold to the same category of manufacturers as the product being advertised. Almost all of these sampling systems have been designed to meet USPS approval for subscription magazine periodical rates, which we believe is a competitive advantage over other products that do not qualify for these rates.

        Olfactory sampling systems.    Arcade's diverse portfolio of fragrance sampling systems, which uses a variety of proprietary chemistries and processes, historically has represented a significant portion of Arcade's annual sales. While scent strip samplers continue to be a widely used technology for sampling products for the fine fragrance industry, we believe that Arcade's new and recently acquired sampling systems have enabled it to maintain a competitive advantage and affirm Arcade's position as an innovator in the sampling industry. In recent years, Arcade's products have been used in many major new fine fragrance launches that have utilized sampling systems. Key products include:

•

ScentStrip®:  A proprietary technology introduced by Arcade in 1980, ScentStrip® is microencapsulated essential oil deposited between two layers of paper which "snap" open to release a quality fragrance rendition. ScentStrip® can deliver quality aroma renditions of fine fragrance, personal care, sun care and consumer products.



•

LiquaTouch®:  This patented technology delivers a rendition of finished fragrance product (e.g. eau de parfum, eau de toilette or after shave), any liquid treatment or personal care product and contains an applicator. LiquaTouch® is hermetically sealed with no pre-release and delivers a spill proof trail of any alcohol formulated fragrance product. The product is available in a single or dual chamber pressure-sensitive format.

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        Beauty sampling systems.    Arcade's portfolio also includes non-fragrance sampling system products, primarily for the beauty industry, which represent a growing percentage of Arcade's sales. These sampling systems are utilized to sample cosmetics and beauty care products including foundation, creams and lotions, lipstick and powders. Key products include:

•

BeautiSeal®:  A proprietary, patented technology, BeautiSeal® is a sampling system for quality renditions of creams, lotion, gel or personal care products which are deposited between the foil layers of a heat-sealed, pressure sensitive well. BeautiSeal® is ideal for magazine and catalogue inserts, bind-in cards, direct mailers, brochures and in-store handout and regimen cards.



•

ShadeSeal®:  This patented technology is used to sample renditions of cosmetic powders or lip products. The product rendition is deposited between two substrates which pull apart to offer a trial sample, while a transparent "window" displays the shade. This product can be utilized in many different formats to accommodate either multiple shades or a variety of cosmetic products, including both long-lasting and conventional lipsticks.

        Consumer products related offerings.    Arcade's portfolio of sampling systems is also well suited for use by consumer product offerings. Its sampling systems have been used to promote laundry detergents, fabric softeners, automobiles, liqueurs, orange juice, breakfast bars and many other consumer products. Key products include:

•

DiscCover®:  A peel-and-reveal, non-encapsulated patented sampling system label that opens and reseals, delivering a quality aroma rendition up to 25 times. This technology is color-printable, affixable to nearly any surface, including plastic and glass, and can be die-cut in nearly any shape and size. This technology is popular in the delivery of quality aroma in the marketing of a variety of personal care products and food and beverage products as well as fine fragrances.

Sales and marketing

        Arcade's sales and marketing efforts are organized geographically. The U.S. sales group is supervised by Arcade's Senior Vice President of U.S. Sales, while Arcade's European sales executives are based in Paris, France, and London, England, and are managed by an executive based in Paris, France. Arcade also has representatives in Australia, Brazil, Canada, Japan and Mexico. Each sales executive is dedicated to a certain number of identified customers. In addition, these sales efforts are supported by production managers/customer service representatives, who are based in Chattanooga, Tennessee; Baltimore, Maryland; and Paris, France. A portion of the compensation for sales executives is commission and/or bonus-based.

Production and manufacturing

        Arcade's manufacturing processes are highly technical and largely proprietary. Its sampling systems must meet demanding performance specifications regarding fidelity to the product being sampled, shelf life, resistance to pressure and temperature variations and various other requirements. Arcade's manufacturing processes are composed of one or more of the following:

•

formulating cosmetic and fragrance product renditions in Arcade's in-house laboratories;



•

printing advertising pages and other media;



•

manufacturing the sampling product, which consists of either applying an encapsulated slurry onto paper or producing sampling labels that contain fragrance or other cosmetic product renditions; and



•

affixing Arcade's label products onto a preprinted advertising carrier.

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        All of Arcade's manufacturing facilities have been awarded International Organization for Standardization, or ISO, 9001:2000 registration. The ISO standards serve as guidelines for businesses interested in assuring that their processes result in products that reflect the highest level of quality. The ISO 9001:2000 standard applies to organizations that design, develop and produce, while assuming and controlling quality through continuous improvement. In addition, both of Arcade's Chattanooga and Baltimore operations have been awarded The Procter & Gamble Triple Pinnacle Award, which is presented to companies as recognition for having met certain quality requirements and having demonstrated outstanding quality assurance. Both operations are also registered with the Food and Drug Administration for the packaging of regulated cosmetic products, and Arcade maintains environmentally controlled cGMP (current good manufacturing practice) compliant facilities.

        We believe that Arcade's formulation capabilities are among the best in the cosmetics and fragrance sampling industry. The formulation process is highly complex because Arcade strives to replicate the fragrance of a product in a bottle containing an alcohol solution. Formulation approval is an interactive process between Arcade and its customers. Arcade has more than 125 different proprietary formulations that it uses in replicating different characteristics of over 500 fragrances to obtain a customer-approved rendition. A number of these formulations are patented and the majority of the formulation process is based on proprietary methods. Formulation of the fragrance and cosmetic product rendition is performed under very strict tolerances and in complete conformity to the formula that the customer has pre-approved. Formulation is conducted in Arcade's specially designed formulation laboratories by trained specialists.

        The artwork for substantially all printed pieces is typically furnished by the customer or its advertising agency. Arcade's digital prepress department utilizes state-of-the-art technology to transfer customer specifications directly to its printing plates. Arcade has the capability to produce high quality printed materials, including the covers of major fashion magazines, in connection with fragrance sampling systems.

Competition

Jostens

        The school-related affinity products and services industry consists primarily of national manufacturers and a number of small regional competitors. Jostens is one of four national competitors in the sale of yearbooks, class rings and/or graduation products along with American Achievement Corporation, Herff Jones, Inc. and Walsworth Publishing Company. We believe that Jostens is the largest of the national competitors in yearbooks, class rings and graduation products based on the number of schools served. American Achievement Corporation and Herff Jones, Inc. are the only other national manufacturers that sell each of these three product lines. We believe that due to the size of the market, the time required to develop relationships with schools, the cost of acquiring the equipment and the expertise required for the customization of products, there have been few new entrants since the 1970s.

        Yearbooks.    In the sale of yearbooks, Jostens competes primarily with American Achievement Corporation (which markets under the Taylor Publishing brand), Herff Jones, Inc. and Walsworth Publishing Company. Each competes on the basis of service, product customization and personalization, on-time delivery, print quality, price and product offerings. Customization and personalization combined with technical assistance and customer service capabilities are important factors in yearbook production.

        Class and affiliation rings.    Jostens' competition in class rings consists primarily of two national firms, Herff Jones, Inc. and American Achievement Corporation (which markets the Balfour and ArtCarved brands). Herff Jones, Inc. distributes its products within schools, while American Achievement Corporation distributes its products through multiple distribution channels including

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schools, independent and chain jewelers and mass merchandisers. Jostens distributes its products primarily within schools. In the affiliation ring market, Jostens competes primarily with national manufacturers, consumer product and jewelry companies and a number of small regional competitors. Class rings sold through independent and chain jewelers and mass merchandisers are generally lower priced rings than class rings sold through schools. Customer service is particularly important in the sale of class rings because of the high degree of customization and the emphasis on timely delivery.

        Graduation products.    In the sale of graduation products, Jostens competes primarily with American Achievement Corporation and Herff Jones, Inc. as well as numerous local and regional competitors who offer products similar to Jostens'. Each competes on the basis of service, on-time delivery, product quality, price and product offerings with particular importance given to establishing a proven track record of timely delivery of quality products.

        Photography.    Jostens' sales of school photography products and services are divided between Canada and the United States. In Canada, Jostens competes with a variety of regional and local photographers. In the United States, Jostens' primary competitors are Herff Jones, Inc. and Lifetouch Inc. as well as regional and local photographers. Each competes on the basis of quality, price, on-time delivery and product offerings.

Von Hoffmann

        Textbook manufacturers compete based on their ability to maintain and adhere to a strict manufacturing schedule, the quality of product and service, competitive pricing and capability to provide "one-stop shopping" to the publisher. Competitive advantages include pricing, quality, service and rapid turnaround as well as other non-print, value-added services including fulfillment and distribution. Von Hoffmann's major competitors in the four-color educational textbook manufacturing market are R.R. Donnelley & Sons Company and Quebecor World Inc. Von Hoffmann's major competitors in the one-and two-color educational and commercial printing manufacturing markets are Banta Corporation and The Hess Companies. Von Hoffmann, through Lehigh Lithographers, also competes with Coral Graphics Services, Inc. and Phoenix Color Corporation. Lehigh Direct's primary competitors are Banta Corporation, R.R. Donnelley & Sons Company, Quebecor World Inc. and Vertis Inc.

        We believe Von Hoffmann has a competitive advantage due to its significant initial investment in people, equipment and facilities, particularly its book binding capabilities. In addition, we believe it would take several years for a new entrant to develop the reputation for quality, service and delivery necessary to develop the significant base of titles needed to establish the recurring reprint volume required to achieve sufficient capacity utilization.

        Von Hoffmann's competition in the commercial printing market is comprised of a more extensive array of smaller and more diversified printing companies that range in size and scope. The costs of entry are not as significant as the instructional materials market for people, equipment and facilities. We do not believe, however, that any competitor currently encompasses a market position that would prevent Von Hoffmann's growth in this market sector.

Arcade

        While most of Arcade's sampling systems are manufactured using proprietary technology, Arcade's competitors are actively engaged in manufacturing products in competition with Arcade's products. Competition in Arcade's market is based on product quality, product technologies, customer relationships, price and customer service. Arcade's principal competitors in the printed fragrance and cosmetic samplers market are Webcraft, the fragrance division of Vertis, Inc., Orlandi, Inc. and a number of smaller competitors, including Appliquesence, Delta Graphics, Inc., Follmann & Co., Klocke, Manka Creations, Marietta Corp., Nord'est, Rotakon GmbH and Sampling Dimensions, LLC.

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Arcade also competes with numerous manufacturers of miniatures, vials, packets, sachets, blister packs and scratch and sniff products. In addition, some cosmetics companies produce sampling products for their own cosmetic products. Arcade also competes with numerous other marketing and advertising venues for marketing dollars customers allocate to various types of advertising, marketing and promotional efforts such as print, television and in-store promotions.

Seasonality

        Our businesses experience seasonal fluctuations in their net sales tied primarily to the North American school year. We recorded approximately 40% of our annual net sales for fiscal 2003 during the second quarter of our fiscal year. Jostens generates a majority of its annual net sales and Adjusted EBITDA in the second quarter. Deliveries of caps, gowns and diplomas for spring graduation ceremonies and spring deliveries of school yearbooks are the key drivers of Jostens' seasonality. Von Hoffmann's net sales are impacted seasonally by state and local schoolbook purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The college textbook market is also seasonal with the majority of textbook sales occurring during June through August and November through January. Significant amounts of inventory are acquired by publishers prior to those periods in order to meet customer delivery requirements. Arcade's net sales have also historically reflected seasonal variations, and we expect Arcade to generate a majority of its annual net sales during our third and fourth quarters for the foreseeable future. These seasonal variations are based on the timing of customers' advertising campaigns, which have traditionally been concentrated prior to the Christmas and spring holiday seasons. The seasonality of each of our businesses requires us to allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demands.

Raw Materials

Jostens

        The principal raw materials that Jostens purchases are gold and other precious metals, paper products and precious, semiprecious and synthetic stones. The cost of gold and precious, semiprecious and synthetic stones is affected by market volatility. To manage the risk associated with gold price changes, Jostens enters into gold forward purchase contracts based upon the estimated ounces needed to satisfy projected customer demand. Jostens purchases substantially all precious, semiprecious and synthetic stones from a single supplier located in Germany whom we believe is also a supplier to Jostens' major class ring competitors in the United States.

Von Hoffmann

        Paper costs represented approximately 35% of Von Hoffmann's net sales in 2003 and over 81% of raw material costs in 2003. Paper costs generally flow through to the customer as Von Hoffmann generally orders paper for specific orders and does not take significant commodity risk on paper.

        Von Hoffmann operates a paper management program for several of its customers, which is designed to allow Von Hoffmann to (1) standardize the type of paper it uses on presses and greatly reduces production and start-up costs and (2) avoid the cost of additional storage space and production inefficiencies required by separating each publisher's consigned paper. Customers are not contractually obligated to purchase their paper through this program and customer participation varies from year to year. In 2003, approximately 53% of Von Hoffmann's paper usage was procured through this program. The largest and most significant paper supplier that participates in this program is MeadWestvaco Corporation, which provided approximately 92% of the paper for this program in 2003.

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Arcade

        Generally, the raw materials used by Arcade in the manufacturing of its products have been readily available from numerous suppliers and have been purchased by Arcade at prices that we believe are competitive. However, Arcade's encapsulated paper products utilize specific grades of paper which Arcade purchases primarily from one manufacturer. We continue to research methods of replicating the advantages of these specific grades of paper with other available grades of paper. These paper products are subject to comprehensive evaluation and certification by Arcade for quality, consistency and fit. Certain of Arcade's foil laminates are purchased from single sources under certain specifications.

        For additional information, see "Risk Factors—Risks Relating to Our Business—We are subject to fluctuations in the cost and availability of raw materials and the possible loss of suppliers."

Backlog

        Because of the nature of Jostens' business, all orders are generally filled within a few months from the time of placement. However, Jostens typically obtains contracts in the second quarter of one year for student yearbooks to be delivered in the second and third quarters of the subsequent year. Often the total revenue pertaining to a yearbook order is not established at the time of the order because the content of the book is not final. Subject to the foregoing qualifications, we estimate the backlog of orders, primarily related to student yearbooks, was $340.6 million, $324.2 million and $308.4 million as of the end of 2003, 2002 and 2001, respectively. We expect most of the 2003 backlog to be confirmed and filled in 2004.

Environmental

        Our operations are subject to a wide variety of federal, state, local and foreign laws and regulations governing emissions to air, discharges to waters, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and employee health and safety matters. Our costs include compliance with such laws and regulations, which generally have become more stringent over time.

        Also, as an owner and operator of real property or a generator of hazardous substances, we may be subject to environmental cleanup liability, regardless of fault, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or analogous state laws, as well as to claims for harm to health or property or for natural resource damages arising out of contamination or exposure to hazardous substances. Some of our current or past operations have involved metalworking and plating, printing, and other activities that have resulted in environmental conditions that have given rise to liabilities.

        As part of our environmental management program, we are currently involved in environmental remediation at several properties. Principal among them is a property formerly owned and operated by Jostens for jewelry manufacturing. Although Jostens no longer owns the site, Jostens continues to manage the remediation project, which began in 2000. As of July 3, 2004, Jostens had made payments totaling $7.5 million for remediation at this site and its consolidated balance sheet included $0.7 million in "other accrued liabilities" related to this site. During 2001, Jostens received reimbursement from its insurance carrier in the amount of $2.7 million, net of legal costs. Based on findings included in remediation reports and discussions with our advisors, we estimate that less than $1 million will be needed to finish addressing environmental conditions there. While Jostens may have an additional right of contribution or reimbursement under insurance policies, amounts recoverable from other entities with respect to a particular site are not considered until recoveries are deemed probable. Jostens has not established a receivable for potential recoveries as of July 3, 2004.

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Intellectual Property

        Our businesses rely on a combination of patents, copyrights, trademarks, licensing agreements and unpatented proprietary know-how and trade secrets to establish and protect our intellectual property rights. We enter into confidentiality and licensing agreements with customers, vendors, employees, consultants and potential acquisition candidates to protect our and our customers' and vendors' know-how, trade secrets and other proprietary information and intellectual property. We have trademarks registered in the United States, and we have also filed and registered trademarks in over 15 jurisdictions around the world, including Australia, Brazil, the European Union and Japan. In particular, Arcade has registered patents covering the proprietary processes used to produce many of its products in both the United States and abroad and has submitted patent applications for certain of its manufacturing processes. We are involved in litigation from time to time in the course of our businesses to protect and enforce our intellectual property rights, and third parties from time to time may initiate litigation against us asserting that our businesses infringe or otherwise violate their intellectual property rights.

        Our company has ongoing research efforts and expects to seek additional patents in the future covering results of its research. Pending patent applications filed by us may not result in patents being issued. Similarly, patents now or hereafter owned by us may not afford protection against competitors with similar or superior technology. Our patents may be infringed upon, designed around by others, challenged by others or held to be invalid or unenforceable.

        In addition, many of Arcade's manufacturing processes are not covered by any patent or patent application. As a result, our business may be adversely affected by competitors who independently develop equivalent or superior technologies, know-how, trade secrets or production methods or processes than those employed by us.

International Operations

        Jostens' and Arcade's foreign sales are derived primarily from operations in Canada and Europe, respectively. Local taxation, import duties, fluctuation in currency exchange rates and restrictions on exportation of currencies are among risks attendant to foreign operations, but these risks are not considered significant with respect to our businesses.

Employees

        As of July 3, 2004, our companies had approximately 7,678 full-time employees, of which approximately 1,487 were unionized.

        Given the seasonality of its business, Jostens utilizes a high percentage of seasonal employees to maximize efficiency and manage its costs. The total number of employees fluctuates throughout the year, with the number typically being highest in March (up to approximately 6,732 employees) and lowest in July (down to approximately 4,728 employees).

        Jostens has two labor organizations within its workforce. Approximately 749 employees at the Topeka Printing operation located in Kansas are represented by the Graphic Communication International Union Local 49C. The collective bargaining agreement for this bargaining unit expires in August 2007. Approximately 59 employees at the Owatonna Jewelry Warranty and Refinery operation located in Minnesota are represented by the International Association of Machinists and Aerospace Workers Union Local 1416. The collective bargaining agreement for this bargaining unit expires in June 2007.

        Approximately 450 of Von Hoffmann's employees are represented by affiliates of the Graphic Communications International Union and the International Brotherhood of Teamsters under six collective bargaining agreements that will expire between December 2004 and March 2008.

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        Approximately 229 employees of Arcade's employees are represented by the Graphics Communications International Union (GCIU) Local 197-M. The collective bargaining agreement for this bargaining unit expires in March 2007.

        We consider our relations with our employees to be satisfactory.

Properties

        A summary of the physical properties our businesses currently use follows:

Business	Facility Location(1)	Principal Purpose	Square Footage	Status
Jostens	Topeka, Kansas	Yearbook printing	236,000	Owned
	Winston-Salem, North Carolina	Yearbook printing	132,000	Owned
	Bloomington, Minnesota	Corporate office	109,000	Owned
	Clarksville, Tennessee	Yearbook printing	105,000	Owned
	Laurens, South Carolina	Graduation products	98,000	Owned
	Visalia, California	Yearbook printing	96,000	Owned
	Owatonna, Minnesota	Sales and administrative office space	88,000	Owned
	Shelbyville, Tennessee	Graduation products	87,000	Owned
	Winnipeg, Manitoba	Photo processing	69,000	Owned
	State College, Pennsylvania	Yearbook printing	66,000	Owned
	Denton, Texas	Ring manufacturing	56,000	Owned
	Attleboro, Massachusetts	Ring manufacturing	52,000	Owned
	Owatonna, Minnesota	Refinery/warranty service	30,000	Owned
	Indianapolis, Indiana	Photography office	8,600	Owned
	Laurens, South Carolina	Warehouse facility	74,000	Leased
	Shelbyville, Tennessee	Warehouse facility	72,000	Leased
	Topeka, Kansas	Warehouse facility	60,000	Leased
	Burnsville, Minnesota	Design/tooling	47,000	Leased
	Bloomington, Minnesota	Sales and administrative office space	37,000	Leased
	Owatonna, Minnesota	Warehouse facility	29,000	Leased
	Clarksville, Tennessee	Warehouse facility	13,000	Leased
	Visalia, California	Warehouse facility	13,000	Leased
	Winnipeg, Manitoba	Sales and administrative office space	13,000	Leased
	State College, Pennsylvania	Yearbook printing	9,000	Leased
	State College, Pennsylvania	Warehouse facility	6,000	Leased
	Winnipeg, Manitoba	Warehouse facility	6,000	Leased
	Yorba Linda, California	Sales and administrative office space	6,000	Leased
Von Hoffmann	Jefferson City, Missouri	Four-color book manufacturing	636,000	Owned
	Owensville, Missouri	One- and two-color book manufacturing, distribution and fulfillment	450,000	Owned
	Eldridge, Iowa	One- and two-color book manufacturing	325,000	Owned
	Broadview, Illinois	Digital direct marketing pre-press and production	212,000	Owned
	Frederick, Maryland	One- and two-color book manufacturing	200,000	Owned	(2)
	Pennsauken, New Jersey	Digital pre-press and book cover production	145,000	Owned	(3)
	Arlington Heights, Illinois	Creative and book design services	46,000	Leased
	St. Louis, Missouri	Executive offices	25,000	Leased
Arcade	Chattanooga, Tennessee	Executive offices and primary production facility	67,900	Owned
	Chattanooga, Tennessee	Product development and manufacturing	36,700	Owned
	Chattanooga, Tennessee	Production and warehousing	29,500	Owned
	Baltimore, Maryland	Production and warehousing	60,000	Leased
	Baltimore, Maryland	Warehouse facility	13,000	Leased
	New York, New York	Executive and sales offices	8,100	Leased
	Paris, France	Sales office	4,600	Leased

(1)

Excludes properties held for sale.

(2)

This facility will cease operation during the first half of January 2005.

(3)

Includes 31,600 square footage of a leased bindery facility.

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        In addition, we lease smaller sales and administrative office space and photography space in other locations. In management's opinion, all buildings, machinery and equipment are suitable for their purposes and are maintained on a basis consistent with sound operations. The extent of utilization of individual facilities varies significantly due to the seasonal nature of our business.

Legal Proceedings

        On February 11, 2004, plaintiff Christian Pocino filed a complaint against Jostens in the Superior Court of California for the County of Los Angeles for alleged breach of express warranty (Cal. Comm. Code Section 2313), and for alleged violation of California's false advertising and unfair competition laws (Cal. Bus. & Prof. Code Sections 17500 and 17200). Plaintiff alleged that Jostens violated these laws by purportedly violating Federal Trade Commission "guides" with regard to the marketing and sale of jewelry. Specifically, plaintiff contended that: (1) Jostens failed to comply with the FTC guide that every use of the word "stone" be immediately preceded by the word "imitation", "synthetic" or a similar term; and (2) Jostens failed to comply with a separate FTC guide relating to use of the word silver in connection with Jostens' SilverElite® with platinum alloy. Plaintiff sought equitable relief and unspecified monetary damages on behalf of himself and a purported class of similarly-situated consumers.

        Jostens brought a demurrer and motion to strike the plaintiff's complaint on June 25, 2004, challenging the legal sufficiency of plaintiff's allegations on the basis, inter alia, that the FTC guides are nonbinding and that plaintiff's allegations generally failed to state a claim on which relief could be granted. On August 13, 2004, the Superior Court sustained Jostens' demurrer with leave to amend.

        On August 25, 2004, the plaintiff filed an amended complaint which contains substantially the same allegations regarding "stones" while dropping the claims regarding SilverElite® with platinum. On September 29, 2004, Jostens filed another demurrer/motion to strike, challenging the legal sufficiency of plaintiff's amended complaint.

        On October 31, 2003, Beautiful Bouquet Company, Ltd., or the Licensor, filed suit against Arcade alleging breaches of a Patent and Know-How License Agreement, as amended, or the License Agreement. Under the License Agreement, Arcade licenses certain intellectual property related to one of Arcade's key products for which Arcade is obligated to pay the Licensor a minimum annual royalty and additional royalties based on sales of the product. The Licensor alleged that Arcade committed a number of breaches, including a breach of the License Agreement and a breach of fiduciary duties owed to the Licensor, and sought to recover unspecified amounts under the terms of the License Agreement and all amounts due to the Licensor based on Arcade's unjust enrichment of the Licensor's intellectual property rights. On October 13, 2004, in response to a motion for dismissal filed by the Licensor, the circuit court of Hamilton County, Tennessee, dismissed the action without prejudice.

        We are also a party to other litigation arising in the normal course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. We believe the effect on our business, financial condition and results of operations, if any, for the disposition of these matters will not be material. However, there can be no assurance in this regard.

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MANAGEMENT

Directors and Executive Officers

        Our executive officers and directors and their respective ages as of July 3, 2004 are as follows:

Name	Age	Position
Marc L. Reisch	48	Chairman, President and Chief Executive Officer, Jostens Holding and JIHC
Marie D. Hlavaty	40	Vice President, General Counsel and Secretary, Jostens Holding and JIHC
Paul B. Carousso	35	Vice President, Finance, Jostens Holding and JIHC
Michael L. Bailey	48	President and Chief Executive Officer, Jostens
David A. Tayeh	37	Chief Financial Officer, Jostens
Robert S. Mathews	52	President and Chief Executive Officer, Von Hoffmann
John Van Horn	63	Group President, Arcade/Lehigh Direct and President and Chief Executive Officer, Arcade
Joseph Y. Bae	32	Director, Jostens Holding and JIHC
David F. Burgstahler	36	Director, Jostens Holding and JIHC
Thompson Dean	46	Director, Jostens Holding and JIHC
Alexander Navab	38	Director, Jostens Holding and JIHC
Tagar C. Olson	27	Director, Jostens Holding and JIHC
Charles P. Pieper	57	Director, Jostens Holding and JIHC

Marc L. Reisch joined us as Chairman, President and Chief Executive Officer of Jostens Holding and JIHC upon the closing of the Transactions. Mr. Reisch has been one of the directors of Jostens since November 2003. In addition, Mr. Reisch is a Senior Advisor to KKR and was appointed Chairman of the Board of Yellow Pages Group Co. in December 2002. Prior to holding his current positions, Mr. Reisch was Chairman and Chief Executive Officer of Quebecor World North America between August 1999 and September 2002. Prior to holding that position, he held the position of President of World Color Press, Inc., since November 1998 and Group President since 1996. Mr. Reisch also serves on the board of directors of FIND/SVP, Inc.

Marie D. Hlavaty has served as an advisor to our businesses since August 2004 and joined Jostens Holding and JIHC as Vice President, General Counsel and Secretary upon the consummation of the Transactions. Prior to joining JIHC, Ms. Hlavaty was Of Counsel with Latham & Watkins LLP from January 2003 until June 2004. Ms. Hlavaty was Vice President, General Counsel and Secretary of Quebecor World Inc. between February 2001 and November 2002, also serving as General Counsel of Quebecor World North America since November 1999. Prior to that, she held legal positions at World Color Press, Inc. since 1994, last holding the position of Vice President, Deputy General Counsel.

Paul B. Carousso joined Jostens Holding and JIHC as of October 11, 2004 as Vice President, Finance. From April 2003 until October 2004, Mr. Carousso held the position of Executive Vice President, Chief Financial Officer, of Vestcom International, Inc., a digital printing company. Prior to holding his position at Vestcom, from October 1994 until September 2002, Mr. Carousso held various accounting and financial reporting positions at Quebecor World North America and World Color Press, Inc., last holding the position of Vice President, Controller.

Michael L. Bailey joined Jostens in 1978. He has held a variety of leadership positions, including director of marketing, planning manager for manpower and sales, national product sales director, division manager for printing and publishing, printing operations manager and Senior Vice President—Jostens School Solutions. He was appointed as President in February 2003 and became Chief Executive Officer in July 2004.

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David A. Tayeh joined Jostens in November 2003 as Senior Vice President and Chief Financial Officer. Mr. Tayeh was an executive of Investcorp S.A. or one or more of its wholly-owned subsidiaries from February 1999 to November 2003.

Robert S. Mathews was appointed as Von Hoffmann Corporation's Chief Operating Officer in January 2002 and as Von Hoffmann Corporation's President, Chief Executive Officer and director in February 2002. Mr. Mathews also was appointed as Chief Executive Officer, President and a director of Von Hoffmann Holdings Inc. in February 2002. From 2000 to 2002, Mr. Mathews was President of the Von Hoffmann Graphics operating division, which was merged into Von Hoffmann Corporation in February 2002. From 1997 to 2000, he served as a Senior Vice President of Quebecor World Inc., or its predecessor and from 1996 to 1997, Mr. Mathews was Executive Vice President of Graphic Industries Inc. From 1994 to 1996, he was a Business Unit President of R.R. Donnelley & Sons Company.

John Van Horn has served as an advisor to our Arcade/Lehigh Direct businesses since September 2004 and joined us as Group President, Arcade/Lehigh Direct and President and Chief Executive Officer of Arcade upon the consummation of the Transactions. Prior to joining us, Mr. Van Horn held positions at Quebecor World Inc. (or its predecessor, World Color Press, Inc.) since 1993, last serving as President, Catalog Market of Quebecor World North America.

Joseph Y. Bae is a Director at KKR. Prior to joining KKR in 1996, Mr. Bae was with Goldman Sachs & Co. in its Principal Investment Area where he was involved in a wide range of merchant banking transactions. Mr. Bae is also a director of PanAmSat Corporation and Primedia Inc.

David F. Burgstahler is a Partner of DLJ Merchant Banking, or DLJMBP, and a Director of CSFB. Mr. Burgstahler joined CSFB in 2000 when it merged with Donaldson Lufkin & Jenrette and has been a Partner since July 2004. Mr. Burgstahler was previously a Principal of DLJMBP from 2001 to 2004, a Vice President of DLJMBP from 1999 to 2001 and an Associate from 1995 to 1999. Mr. Burgstahler has been a director of Jostens Holding Corp. since 2003 and Von Hoffmann Holdings since 1998. He also serves as a director of Focus Technologies, Inc., Target Media Partners, and WRC Media, Inc.

Thompson Dean is the Head of Leveraged Corporate Private Equity, Managing Partner and Investment Committee Chairman of DLJMBP. Mr. Dean joined DLJMBP in 1988 and became the Managing Partner in 1995. Following the merger of DLJ and CSFB, he became the Head of Leveraged Corporate Private Equity, responsible for CSFB's worldwide leveraged buyout business. Mr. Dean serves as Managing Partner of DLJ Merchant Banking Partners I, L.P., DLJMBP II, DLJMBP III and DLJ Growth Capital Partners, and as Chairman of their respective Investment Committees. Prior to joining DLJ, he was a Vice President in the Special Finance Group (Leveraged Transactions) at Goldman, Sachs & Co. Mr. Dean is the Chairman of the Board of DeCrane Aircraft Holdings, Inc., Jostens, Mueller Holdings (N.A.) Inc. and Nycomed Holdings, and is a director of American Ref-Fuel Company LLC, Merrill Corporation, Safilo S.p.A and United American Energy Corp. He is also a director of the Lenox Hill Neighborhood Association, and serves on various committees for The Society of Memorial Sloan Kettering, The Museum of the City of New York, The Boys Club of New York and The University of Virginia.

Alexander Navab is a Member of KKR. He joined KKR in 1993 and oversees KKR's North American efforts in media and telecommunications. Prior to joining KKR, Mr. Navab was with James D. Wolfensohn Incorporated, where he was involved in merger and acquisition transactions as well as corporate finance advisory assignments. From 1987 to 1989, he was with Goldman, Sachs & Co. in the Investment Banking division. Mr. Navab is also a director of PanAmSat Corporation.

Tagar C. Olson is an Executive at KKR. Prior to joining KKR in 2002, Mr. Olson was with Evercore Partners Inc. since 1999, where he was involved in a number of private equity transactions and mergers and acquisitions.

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Charles P. Pieper is an Operating Partner of DLJMBP and a Managing Director of CSFB. Prior to joining CSFB in 2004, Mr. Pieper held senior operating positions in both private industry and private equity, including being President and Chief Executive Officer of several General Electric Company businesses. He was self employed from January 2003 to April 2004 as the head of Charles Pieper and Associates, an investment and advisory firm, and from March 1997 to December 2002, Mr. Pieper was Operating Partner of Clayton, Dubilier and Rice, a private equity investment firm. Mr. Pieper also previously served as Chairman and Acting CEO of Alliant Foodservice, Inc., Chairman of North American Van Lines and Vice Chairman of Dynatech. Mr. Pieper served as Chairman of the Board of U.S. Office Products from March 1998 to March 2001; U.S. Office Products filed for bankruptcy in 2001. From April 2000 to April 2002, Mr. Pieper served as Chairman of the Board of Fairchild Dornier Corp. and Chairman of the Supervisory Board of Fairchild Dornier GmbH; Fairchild Dornier filed for bankruptcy in 2002. He also serves as a director of Advanstar Holding Corp., Grohe AG, Mueller Holdings (N.A.) Inc. and Safilo S.p.A.

        Our parent's board of directors is comprised of seven members. KKR and DLJMBP III each has the right to designate four of our parent's directors (and each initially designated three directors), and our parent's Chief Executive Officer and President, Marc Reisch, is a director and will intially serve as Chairman. We expect to pay annual director's fees of $50,000 to each of our directors.

        Our parent's board of directors has an audit committee and a compensation committee. Our current audit committee consists of Messrs. Bae, Burgstahler and Olson, with Mr. Bae as the initial chairman of the committee. Our current compensation committee consists of Messrs. Bae, Burgstahler, Navab and Pieper, with Mr. Burgstahler as the initial chairman of the committee. We expect that chairmanship of each of the audit and compensation committees of our parent's board of directors will be rotated annually between a director designated by KKR and a director designated by DLJMBP III.

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Executive Compensation

        The following table sets forth the cash and non-cash compensation for 2003, 2002 and 2001 awarded to or earned by the Chief Executive Officer, the four other most highly compensated executive officers of Jostens and certain executive officers of Van Hoffmann and Arcade who were serving as such officers as of the end of fiscal 2003. Subsequent to the Transactions, the executive officers named under "Management—Directors and Executive Officers" became the executive officers of our parent and JIHC.

Summary Compensation Table

								Long-term Compensation
	Annual Compensation							Awards	Payouts
Name and principal position	Year	Salary		Bonus(1)		Other Annual Compen- sation(2) ($)		Securities underlying options	LTIP payouts(3)		All other compensation
Robert C. Buhrmaster, Chairman of the Board and Chief Executive Officer(4)(5)	2003 2002 2001	$	650,942 611,711 593,654	$	270,270 381,542 264,040		— — —	— — —		— — —	$	6,671,480 — —
Michael L. Bailey, President(4)(6)	2003 2002 2001	$	327,859 283,346 277,633	$	109,800 159,787 100,828		— — —	— — —		— — —	$	1,831,640 64,628 —
David A. Tayeh, Senior Vice President and Chief Financial Officer(7)	2003 2002 2001	$	31,848 — —	$	443,342 — —		— — —	— — —		— — —		— — —
Steven A. Tighe Vice President—Human Resources(4)(5)	2003 2002 2001	$	219,122 209,002 204,039	$	58,670 86,192 53,559		— — —	— 5,000 6,000	$	— 60,000 —	$	346,112 60,942 31,994
Andrew W. Black Vice President and Chief Information Officer(4)	2003 2002 2001	$	219,109 209,002 204,039	$	56,202 86,044 53,559		— — —	— 5,000 6,000	$	— 120,000 —	$	350,026 45,292 —
Carl H. Blowers, Vice Chairman—Operations and Technology(4)(8)	2003 2002 2001	$	258,558 345,998 332,448	$	81,156 191,636 126,031		— — —	— — —		— — —	$	1,111,925 — —
Robert Mathews President, Chief Executive Officer, Chief Operating Officer of Von Hoffmann(4)(9)	2003 2002 2001	$	300,000 231,731 200,000	$	135,000 175,000 70,635	$	3,485 59,567 —	477,080 — —		— — —	$	15,242 19,717 4,575
William J. Fox(4)(10) President, Chief Executive Officer and Chairman of the Board Arcade	2004 2003 2002	$	810,000 788,175 775,000	$	887,355 491,217 1,190,724		— — —	— — —		— — —	$	10,360 11,091 8,545

(1)

Amounts in 2003 include payments under the Management Incentive bonus incentive program as follows: Mr. Buhrmaster: $270,270; Mr. Bailey: $101,170; Mr. Tayeh: $142,500; Mr. Tighe: $52,902; Mr. Black: $50,480; and Mr. Blowers: $73,365. Amounts in 2003 for Mr. Tayeh also includes a signing bonus of $300,000. Amounts in 2002 include payments under the Management Incentive bonus program as follows: Mr. Buhrmaster $381,542; Mr. Bailey $145,223; Mr. Tighe $75,449; Mr. Black $75,301 and Mr. Blowers $173,852. Amounts in 2001 include payments under the Management Incentive bonus program as follows: Mr. Buhrmaster $264,040; Mr. Bailey, $92,777; Mr. Tighe $47,642; Mr. Black $47,642 and Mr. Blowers, $116,390.

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(2)

Excludes perquisites where the aggregate amount of such compensation is the lesser of either $50,000 and 10% of the total annual salary and bonus reported. Amounts for Mr. Mathews represents country club dues and reimbursement of relocation costs.

(3)

Amounts in 2002 include payments upon termination of a long-term incentive plan.

(4)

Amounts in 2003 for employees of Jostens include cancellation of stock options in connection with the merger for consideration of $48.25 per share as follows: Mr. Buhrmaster: $6,671,480; Mr. Bailey: $1,779,066; Mr. Tighe: $298,808; Mr. Black: $298,808; and Mr. Blowers: $1,111,925. Amounts in 2003 also include miscellaneous perquisites including use of the corporate jet as follows: Mr. Bailey: $28,780; Mr. Tighe: $21,752 and Mr. Black: $28,006, and automobile reimbursement as follows: Mr. Tighe: $13,073; and Mr. Black: $13,075. Amounts in 2002 include miscellaneous perquisites including use of the corporate jet as follows: Mr. Bailey $41,737; Mr. Tighe $37,274; and Mr. Black $24,070. In 2002 Mr. Black also received $13,075 for automobile reimbursement. In 2001 Mr. Tighe received miscellaneous perquisites, including $12,608 for automobile reimbursement. Amounts for Mr. Mathews in 2003 include $14,000 in matching and profit sharing contributions to Von Hoffmann's profit sharing plan and $1,242 in premiums on life insurance policy. Amounts for Mr. Fox represent amounts contributed on behalf of Mr. Fox to 401(k) retirement savings plan and amounts paid for supplemental life insurance premiums.

(5)

Mr. Buhrmaster retired from his position in July 2004. Mr. Tighe resigned from his position effective September 2004.

(6)

Mr. Bailey resigned as an officer of our parent in October 2004 in connection with the Transactions. He remains the President and Chief Executive Officer of Jostens.

(7)

Mr. Tayeh joined Jostens in his current position in November 2003.

(8)

Mr. Blowers resigned as an officer of Jostens in September 2003.

(9)

Mr. Mathews served as President of the Von Hoffmann Graphics operating division, which was merged into Von Hoffmann in February 2002, from 2000 to 2001. Mr. Mathews was appointed as Chief Operating Officer in January 2002 and as President, Chief Executive Officer and a director of Von Hoffmann and Von Hoffmann Corporation in February 2002.

(10)

Mr. Fox resigned from his positions in October 2004.

Compensation Committee Interlocks and Insider Participation

        David Wittels and John Castro, who were members of the Jostens' Board of Directors during 2003, and Mr. Buhrmaster were members of Jostens' Compensation Committee in 2003. Mr. Buhrmaster served as an officer of Jostens during fiscal 2003 and until July 2004. In addition, Mr. Wittels served as an officer of Arcade during 2003.

Option Grants in the Last Fiscal Year

        Jostens did not grant any stock options in 2003. In connection with the 2003 Jostens Merger, all options to purchase Jostens' common stock that were outstanding immediately prior to the merger were cancelled and extinguished in consideration for an amount equal to the difference between the per share merger consideration and the exercise price therefor. In January 2004, Jostens Holding issued stock options representing an aggregate of 156,265 shares of its Class B common stock to its then named executive officers. In connection with the Transactions, these stock options were converted into options to purchase shares of Class A common stock of Jostens Holding. As of October 31, 2004, 44,302 of these options were exercisable. In connection with the Transactions, all options to purchase Von Hoffmann and Arcade common stock that were outstanding immediately prior to the Transactions were cancelled and extinguished. Consideration paid in respect of the Von Hoffmann options was an amount equal to the difference between the per share merger consideration in the Transactions and the exercise price therefore. No consideration was paid in respect of the Arcade options.

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Equity Compensation

        All outstanding options to purchase Jostens Holding common stock, whether or not vested, continued following the closing of the Transactions. All outstanding options to purchase Von Hoffmann common stock, whether or not vested, were cancelled and converted into a right to receive cash consideration upon the closing of the Transactions. All outstanding options to purchase Arcade common stock, whether or not vested, will be cancelled upon the closing of the Transactions and the holders of such options were not entitled to receive any consideration in respect thereof.

        Effective as of the closing of the Transactions, we established the 2004 Stock Option Plan, which permits us to grant key employees various equity-based awards, including stock options and restricted stock. We have reserved for issuance under the plan 300,000 shares of our common stock. Under his employment agreement, as described below, our Chief Executive Officer received awards of stock options and restricted stock under the plan. Additional members of management are eligible to receive equity-based awards. Option grants consist of "time options", which vest and become exercisable in 20% equal annual installments over a five-year period from the date of grant, and/or "performance options", which vest and become exercisable over the first five years following the date of grant based upon the achievement of certain EBITDA and other performance targets, and in any event by the eighth anniversary of the date of grant. Upon the occurrence of a "change in control" (as defined in the plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate if certain EBITDA or other performance measures have been satisfied.

        All options, restricted shares and any common stock for which such equity awards are exercised or with respect to which restrictions lapse will be governed by a management stockholders' agreement and a sale participation agreement, which together generally will provide for the following:

•

transfer restrictions until the fifth anniversary of purchase, subject to certain exceptions;



•

a right of first refusal of Jostens at any time after the fifth anniversary of purchase but prior to a registered public offering of Jostens stock meeting certain specified criteria;



•

in the event of termination of employment, call and put rights with respect to Jostens Holding stock and outstanding and exercisable options;



•

"piggyback" registration rights on behalf of the members of management;



•

"tag-along" rights in connection with transfers by Fusion on behalf of the members of management and "drag-along" rights for Fusion and DLJMBP III; and



•

a confidentiality provision and noncompetition and nonsolicitation provisions that apply for two years following termination of employment.

Employment Agreements and Arrangements

Employment agreement with Marc L. Reisch

        In connection with the Transactions, Jostens Holding entered into a new employment agreement with Marc L. Reisch on the following terms, under which he serves as the Chairman of our Board of Directors (the "Board") and our Chief Executive Officer and President.

        Mr. Reisch's employment agreement has an initial term of five years and automatically extends for additional one-year periods at the end of the initial term and each renewal term, subject to earlier termination of his employment by either Mr. Reisch or by us pursuant to the terms of the agreement. Mr. Reisch's agreement provides for the payment of an annual base salary of $850,000, subject to annual review and increase by our Board, plus an annual cash bonus opportunity between zero and 150% of annual base salary, with a target bonus of 100% of annual base salary.

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        Pursuant to the agreement, Mr. Reisch was paid a cash signing bonus of $600,000, the after tax proceeds of which were reinvested as part of his initial equity participation. Pursuant to the agreement, Mr. Reisch invested $3,500,000 in cash to purchase Jostens Holding stock, and we have granted him an option to purchase 3.5 shares of Jostens Holding stock for every one share of the $3,500,000 in value of Jostens Holding stock initially purchased by him. Under his stock option agreement, we granted Mr. Reisch a total of 127,466 shares of Jostens Holding stock, of which 56,449 shares are subject to time-based vesting (the "time option") and 71,017 shares are subject to performance-based vesting (the "performance option"). 9,104 of the shares subject to the time option will vest on December 31, 2004. The remaining 47,345 shares subject to the time option will vest and become exercisable in five annual installments commencing on December 31, 2005 as to the following percentages: 25%, 25%, 25%, 15% and 10%. The performance option will vest on a cliff basis on December 31, 2012, subject to acceleration based on the achievement of certain EBITDA or other performance targets. Additionally, under a restricted stock award agreement, we made a one-time grant of 10,405 shares of Jostens Holding stock, which stock is 100% vested and nonforfeitable by Mr. Reisch, subject to the same rights and restrictions set forth in the management stockholders' agreement and the sale participation agreement described above, other than Jostens Holding's call rights in the event of termination of employment.

        The agreement also provides that if Mr. Reisch is terminated by us without "cause" (which includes our nonrenewal of the agreement for an additional one-year period, as described above) or if he resigns for "good reason" (as such terms are defined in the agreement), he will be entitled to receive: (1) a cash payment equal to the sum of (A) a prorated bonus for the year of termination, payable in a lump sum, plus (B) two times the sum of (i) Mr. Reisch's then annual base salary and (ii) his target bonus for the year of termination, payable in equal monthly installments, and (2) continued participation in welfare benefit plans until the earlier of two years after the date of termination or the date that Mr. Reisch becomes covered by a similar plan maintained by any subsequent employer, or cash in an amount that allows him to purchase equivalent coverage for the same period. The agreement additionally provides that, in the event of a "change in control" (as defined in the agreement), the vesting of Mr. Reisch's time option will accelerate in full and the vesting of his performance option may accelerate if specified performance targets have been achieved. The agreement provides for a retirement benefit supplemental to those benefits payable under our qualified and nonqualified retirement plans, the vesting of which benefit would accelerate upon a change in control or termination of Mr. Reisch's employment by us without cause or by his resignation for good reason after the third anniversary of the closing date of the Transactions. Mr. Reisch's agreement also provides for a tax gross-up payment in the event that any amounts or benefits due to him would be subject to excise taxes under Section 280G of the Internal Revenue Code of 1986, as amended, or the Code.

Employment arrangements with Michael L. Bailey

        Michael L. Bailey, an employee at will with Jostens, joined Jostens in 1978 and has held a variety of leadership positions, most recently having been elected by the Board of Directors of Jostens to serve as the Chief Executive Officer of Jostens effective as of July 20, 2004. In exchange for his services, Mr. Bailey is currently compensated with a base salary of $500,000, a bonus based on targets as determined by the Compensation Committee of our parent's Board of Directors and perquisites commensurate with his position in accordance with his bonus plan. In the event that Mr. Bailey is terminated for cause, there is no provision for salary continuation past the date of termination. In the event that Mr. Bailey is terminated without cause, he is entitled to receive severance payments and other perquisites commensurate with his position pursuant to the Jostens Executive Severance Pay Plan.

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Employment arrangements with David A. Tayeh

        David A. Tayeh joined Jostens as an employee at will in November of 2003. He currently serves as the Chief Financial Officer of Jostens. In exchange for his services, Mr. Tayeh is currently compensated with a base salary of $290,700, a standard bonus as determined by the Chief Executive Officer and approved by the Jostens' Board of Directors and perquisites commensurate with his position. No bonus is paid to Mr. Tayeh if Jostens fails to achieve specified performance levels. In the event that Mr. Tayeh is terminated for cause, there is no provision for salary continuation beyond the date of termination. In the event that Mr. Tayeh is terminated without cause, he is entitled to receive severance payments and other perquisites commensurate with his position pursuant to the Jostens Executive Severance Pay Plan.

Employment agreement with Robert S. Mathews

        Von Hoffmann entered into an employment agreement with Robert S. Mathews effective as of January 1, 2002. Pursuant to that agreement, Mr. Mathews will serve in an executive position for Von Hoffmann until December 31, 2004. Currently, Mr. Mathews serves as President and Chief Executive Officer of both Von Hoffmann and Von Hoffmann Corporation. In exchange for his services, Mr. Mathews is compensated with a base salary of $300,000 and an additional annual bonus in an amount equal to 1.4% of EBITDA in excess of certain EBITDA targets for each calendar year. This additional bonus may not exceed $210,000 for any calendar year. In the event that Mr. Mathews is terminated for cause, he will be entitled to his base salary through the date of his termination, but will not be entitled to any additional compensation. If Mr. Mathews is terminated without cause, he is entitled to receive an amount in cash equal to $337,500, but will not be entitled to any other compensation. The employment agreement also includes a noncompetition provision prohibiting Mr. Mathews from competing with Von Hoffmann for one year from the termination of his employment agreement.

        We anticipate that there will be additional members of management who will also make equity investments and enter into employment arrangements.

Cash Incentive Compensation

        Effective as of the closing of the Transactions, we established the Incentive Compensation Plan, which permits us to grant various performance-based compensation awards to key employees as part of a bonus plan. Such compensation awards are based on a combination of individual performance and/or corporate results. The qualitative and quantitative criteria are determined from time to time by our Board.

Retirement Plans

        Jostens maintains a non-contributory pension plan, Pension Plan D (Plan D), which provides benefits for substantially all salaried employees. Retirement income benefits are based upon a participant's highest average annual cash compensation (base salary plus annual bonus, if any) during any five consecutive calendar years, years of credited service (to a maximum of 35 years) and the Social Security-covered compensation table in effect at termination.

        Jostens also maintains an unfunded supplemental retirement plan that gives additional credit under Plan D for years of service as a Jostens' sales representative to those salespersons who were hired as employees of Jostens prior to October 1, 1991. In addition, benefits specified in Plan D may exceed the level of benefits that may be paid from a tax-qualified plan under the Internal Revenue Code of 1986, as amended. The benefits up to IRS limits are paid from Plan D and benefits in excess, to the extent they could have been earned in Plan D, are paid from the unfunded supplemental plan.

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        Certain of the executive officers participate in pension plans maintained by us for certain employees. The following table shows estimated annual retirement benefits payable for life at age 65 for various levels of compensation and service under these plans. The table does not take into account transition rule provisions of the plan for employees who were participants on June 30, 1988.

		Years of service at retirement(1)
Average final compensation
		15		20		25		30		35
$	200,000	$	37,900	$	50,500	$	63,100	$	75,700	$	88,300
	250,000		49,100		65,500		81,900		98,200		114,600
	300,000		60,400		80,500		100,600		120,700		140,800
	400,000		82,900		110,500		138,100		165,700		193,300
	500,000		105,400		140,500		175,600		210,700		245,800
	600,000		127,900		170,500		213,100		255,700		298,300
	700,000		150,400		200,500		250,600		300,700		350,800
	800,000		172,900		230,500		288,100		345,700		403,300
	900,000		195,400		260,500		325,600		390,700		455,800
	1,000,000		217,900		290,500		363,100		435,700		508,300
	1,100,000		240,400		320,500		400,600		480,700		560,800
	1,200,000		262,900		350,500		438,100		525,700		613,300
	1,250,000		274,100		365,500		456,900		548,200		639,600

(1)

The following individuals named in the Summary Compensation Table have the respective number of years of service under Plan D: Mr. Buhrmaster, 11.1 years; Mr. Bailey, 25.5 years including sales service of 6.5 years; Mr. Tayeh, 0.2 years; Mr. Tighe, 3.3 years and Mr. Black, 3.3 years.

        Jostens also maintains a non-contributory supplemental pension plan for corporate vice presidents. Under the plan, vice presidents who retire after age 55 with at least seven full calendar years of service as a corporate vice president are eligible for a benefit equal to 1% of final base salary for each full calendar year of service, up to a maximum of 30%. Only service after age 30 is recognized in the plan. The calculation of benefits is frozen at the levels reached at age 60. If they continue in their current positions at their current levels of compensation and retire at age 60, the estimated total annual pension amounts from this plan for Messrs. Buhrmaster, Bailey, Tayeh, Tighe and Black would be $95,875, $59,272, $69,113, $24,117 and $48,312, respectively.

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information regarding beneficial ownership of each series of our parent's common stock as of October 4, 2004 by (i) each person we believe owns beneficially more than five percent of our parent's outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all directors and executive officers as a group. Executive officers, including those who are directors, have invested or will invest approximately $5 million in our parent's equity.

	Class A Voting Common Stock			Class C Voting Common Stock
Name and Address of Beneficial Owner	Shares(1)	Percent of class		Shares(1)		Percent of class
KKR and related funds(2)	2,664,356	44.5	%	1	(3)	100	%
DLJMBP III and related funds(4)	2,664,357	44.5	%	—		—
Marc L. Reisch(5)	47,111	*		—		—
Joseph Y. Bae(2)	2,664,356	44.5	%	1	(3)	100	%
David F. Burgstahler(4)	—	—		—		—
Thompson Dean(4)	—	—		—		—
Alexander Navab(2)	2,664,356	44.5	%	1	(3)	100	%
Tagar C. Olson(2)	2,664,356	44.5	%	1	(3)	100	%
Charles P. Pieper(4)	—	—		—		—
Robert C. Buhrmaster(5)(6)(7)	32,851	*		—		—
Michael L. Bailey(5)(7)(8)	4,694	*		—		—
David A. Tayeh(5)(7)	3,520	*		—		—
Steven A. Tighe(5)(6)	—	—		—		—
Andrew W. Black(5)(7)	1,140	*		—		—
Carl H. Blowers(5)(6)	—	—		—		—
Robert Mathews(5)	—	—		—		—
William J. Fox(5)(6)	—	—		—		—
Directors and officers as a group(2)(4)(9)	2,753,672	45.9	%	1	(3)	100	%

*

Indicates less than one percent.

(1)

The amounts and percentages of our parent's common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power", which includes the power to vote or to direct the voting of such security, or "investment power", which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest.

(2)

Our parent's shares shown as beneficially owned by KKR Millennium GP LLC reflect shares of common stock of our parent owned by KKR Millennium Fund L.P. KKR Millennium GP LLC is the general partner of KKR Associates Millennium L.P., which is the general partner of the KKR Millennium Fund L.P. Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Scott Stuart, Edward A. Gilhuly, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz and Jacques Garaialde, as members of KKR Millennium GP LLC, may be deemed to share beneficial ownership of any shares beneficially owned by KKR Millennium GP LLC, but disclaim such beneficial ownership. Messrs. Joseph Y. Bae and Tagar C. Olson are directors of JIHC and executives of KKR. They disclaim beneficial ownership of any shares of our parent beneficially owned by KKR. The address of KKR Millennium GP LLC and each individual listed above is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019.

(3)

The contribution agreement entered into in connection with the Transactions provided that KKR received one share of Class C common stock of our parent, which, together with its shares of Class A common stock, provides KKR with up to 49.6% of the voting interest of our parent.

(4)

Includes shares held by DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co.

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KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P., all of which form a part of CSFB's Alternative Capital Division. The address for each of the foregoing is 11 Madison Avenue, New York, New York 10010, except that the address of the three "Offshore Partners" entities is c/o John B. Gosiraweg 14, Willemstad, Curacao, Netherlands Antilles. David F. Burgstahler, Thompson Dean and Charles P. Pieper are employees of CSFB's Alternative Capital Division, of which DLJMBP III is a part, and they do not have sole or shared voting or dispositive power over shares shown as held by DLJMBP III and related funds, and therefore, do not have beneficial ownership of such shares to which each of them disclaims beneficial ownership.

(5)

The address for Messrs. Buhrmaster, Bailey, Tayeh, Tighe, Black and Blowers is c/o Jostens, Inc., 5501 American Boulevard West, Minneapolis, Minnesota 55437. The address for Mr. Mathews is c/o Von Hoffmann Corporation, 1000 Camera Avenue, St. Louis, MO 63126. The address for Mr. Fox is c/o AKI, Inc., 1815 East Main Street, Chattanooga, TN 37404. The address for Mr. Reisch is c/o Jostens IH Corp., 5501 American Boulevard West, Minneapolis, Minnesota 55437.

(6)

Messrs. Buhrmaster, Tighe, Blowers and Fox are no longer employed by us.

(7)

Consists of shares underlying stock options that are currently exercisable or will become exercisable within 60 days.

(8)

Mr. Bailey had a $417,362 investment in the equity of our parent prior to giving effect to the Transactions. We expect that Mr. Bailey will rollover his investment for new equity of our parent and that Mr. Bailey will make an additional equity investment.

(9)

The executive officers consist of Marc L. Reisch, Marie D. Hlavaty, Paul B. Carousso, Michael L. Bailey, David A. Tayeh, Robert S. Mathews and John Van Horn.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Sponsors

The Transactions

        In connection with the Transactions, DLJMBP II received total consideration of approximately $320 million in respect of the (i) acquisition by Fusion of all of DLJMBP II's Von Hoffmann capital stock, (ii) repayment of Arcade's Amended and Restated Notes held by DLJMBP II and (iii) acquisition by Fusion of Arcade's Mandatorily Redeemable Preferred Stock held by DLJMBP II.

Stockholders Agreement

        In connection with the Transactions, our parent entered into a stockholders agreement with an entity affiliated with KKR and entities affiliated with DLJMBP III (each an "Investor Entity" and together the "Investor Entities") that provides for, among other things,

•

a right of each of the Investor Entities to designate a certain number of directors to our parent's board of directors for so long as they hold a certain amount of our parent's common stock. Of the seven members of our parent's board, KKR and DLJMBP III each has the right to designate four of our parent's directors (and each initially designated three directors) and our parent's Chief Executive Officer, Marc Reisch, initially will be chairman;



•

certain limitations on transfer of our parent's common stock held by the Investor Entities for a period of four years after the completion of the Transactions, after which, if our parent has not completed an initial public offering, any Investor Entity wishing to sell any of our parent's common stock held by it must first offer to sell such stock to our parent and the other Investor Entities, provided that, if our parent completes an initial public offering during the four years after the completion of the Transactions, any Investor Entity may sell pursuant to its registration rights as described below;



•

a consent right for the Investor Entities with respect to certain corporate actions;



•

the ability of the Investor Entities to "tag-along" their shares of our parent's common stock to sales by any other Investor Entity, and the ability of the Investor Entities to "drag-along" our parent's common stock held by the other Investor Entities under certain circumstances;



•

the right of the Investor Entities to purchase a pro rata portion of all or any part of any new securities offered by our parent; and



•

a restriction on the ability of the Investor Entities and certain of their affiliates to own, operate or control a business that competes with our parent, subject to certain exceptions.

        Pursuant to the Stockholders Agreement, an aggregate transaction fee of $25 million was paid to the Sponsors upon the closing of the Transactions.

Management Services Agreement

        In connection with the Transactions, Jostens Holding entered into a management services agreement with the Sponsors pursuant to which the Sponsors will provide certain structuring, consulting and management advisory services to us. The Sponsors will receive an annual advisory fee of $3 million that is payable quarterly and which increases by 3% per year. Our parent will indemnify the Sponsors and their affiliates, directors, officers and representatives for losses relating to the services contemplated by the management services agreement and the engagement of the Sponsors pursuant to, and the performance by the sponsors of the services contemplated by, the management services agreement.

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Registration Rights Agreement

        In connection with the Transactions, JIHC entered into a registration rights agreement with the Investor Entities pursuant to which the Investor Entities are entitled to certain demand and piggyback rights with respect to the registration and sale of our parent's common stock held by them.

Transactions with Other Co-Investors and Management

Syndicate Stockholders Agreement

        In September 2003, our parent, JIHC, DLJMBP III and certain of its affiliated funds (collectively, the "DLJMB Funds") and certain of the DLJMB Funds' co-investors entered into a stock purchase and stockholders' agreement, or the Syndicate Stockholders Agreement, pursuant to which the DLJMB Funds sold to the co-investors shares of: (1) our parent's Class A Voting Common Stock, (2) our parent's Class B Non-Voting Common Stock and (3) JIHC's 8% Senior Redeemable Preferred Stock, which has since been repurchased.

        The Syndicate Stockholders Agreement contains provisions which, among other things:

•

restrict the ability of the syndicate stockholders to make certain transfers;



•

grant the co-investors certain board observation and information rights;



•

provide for certain tag-along and drag-along rights;



•

grant preemptive right to the co-investors to purchase a pro rata share of any new shares of common stock issued by our parent, JIHC or Jostens to any of the DLJMB Funds or their successors prior to an initial public offering; and



•

give the stockholders piggyback registration rights in the event of a public offering in which the DLJMB Funds sell shares.

Management Stockholders Agreement

        In July 2003, our parent, the DLJMB Funds and certain members of management entered into a stockholders' agreement that contains certain provisions which, among other things:

•

restrict the ability of the management stockholders to transfer their shares;



•

provide for certain tag-along and drag-along rights;



•

grant preemptive right to the management stockholders to purchase a pro rata share of any new shares of common stock issued by our parent, JIHC or Jostens to any of the DLJMB Funds or their successors prior to an initial public offering;



•

grant the DLJMB Funds six demand registration rights; and



•

give the stockholders piggyback registration rights in the event of a public offering in which the DLJMB Funds sell shares.

Other

        For a description of the management stockholders agreement and sale participation agreement to be entered into with certain members of management in connection with the Transactions, see "Management".

108

Historical

Jostens

        Advisory Agreements.    On July 28, 2003, Ring Acquisition Corp., or MergerCo, which merged with and into Jostens on July 29, 2003, entered into a letter agreement with DLJ Merchant Banking III, Inc., an affiliate of the DLJMBP funds, or DLJMB III, Inc., in which MergerCo agreed to pay DLJMB III, Inc. a fee of $9.0 million, subject to the consummation of the merger, for services provided by DLJMB III, Inc. to MergerCo, including assisting MergerCo in its financial and structural analyses, due diligence investigations and negotiation of the merger and related debt financing.

        On July 28, 2003, MergerCo entered into a letter agreement with CSFB in which MergerCo agreed to pay CSFB a fee of $1.0 million, payable upon consummation of the merger, for financial advisory services provided by CSFB to MergerCo, including evaluating MergerCo's capital structure, analyzing financing strategies and developing an overall financing package, including a potential restructuring of its long-term debt and possible strategic alternatives.

        Lease Agreements.    Jostens has entered into an aircraft lease agreement with our parent, pursuant to which Jostens pays our parent an aggregate of $449,400 per year for use of a Citation CJ2 aircraft owned by our parent. Jostens has also entered into a time-sharing agreement with each of DLJMB III, Inc. and Robert C. Buhrmaster, Jostens' former Chairman and Chief Executive Officer, entitling each to sublease the Citation CJ2 from Jostens at a rate equal to twice Jostens' cost of fuel plus incidentals. The time-sharing agreement with DLJMB III, Inc. was terminated in connection with the Transactions. KA Rentals, an entity wholly owned by Mr. Buhrmaster, agreed to make the aircraft that it owns available to Jostens for lease when Jostens' principal aircraft is not available. Jostens paid KA Rentals an aggregate of $82,843 during 2003 for use of the aircraft under this lease arrangement. We believe that the lease arrangement with KA Rentals was on terms at least as favorable to Jostens as could have been obtained from an unaffiliated third party. The aircraft lease agreement with KA Rentals has been terminated.

        Financial Monitoring Agreements.    Pursuant to a financial advisory agreement with CSFB that we entered into on July 29, 2003 and terminated on March 24, 2004, CSFB was retained to act as financial advisor for a five-year period, unless terminated earlier. CSFB was entitled to receive an annual financial advisory retainer of $0.5 million, payable in installments at the beginning of each calendar quarter.

        Pursuant to an agreement with DLJMB III, Inc. that we entered into on July 29, 2003 and amended on March 24, 2004, DLJMB III, Inc. was retained to act as financial advisor for a five-year period, unless terminated earlier. For its services, DLJMB III, Inc. was entitled to receive an annual financial advisory retainer of $1.0 million, payable in installments at the beginning of each calendar quarter. DLJMB III, Inc. further received annual credit used solely to offset amounts payable by DLJMB III, Inc. to Jostens pursuant to the time-sharing agreement in an amount of up to $0.5 million. This financial monitoring agreement was terminated in connection with the Transactions.

Von Hoffmann

        Stock Purchase Agreement with DLJMBP II.    On October 22, 2003, Von Hoffmann and DLJMBP II entered into a stock purchase agreement pursuant to which DLJMBP II purchased from Von Hoffmann 20,000,000 shares of Von Hoffmann's common stock for a purchase price of $1.00 per share. The proceeds of that investment were available to be used by Von Hoffmann for its general corporate purposes, including the purchase of debt or equity securities. We believe the terms of this agreement were no less favorable to Von Hoffmann than could have been obtained from independent third parties at such time.

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        Financial Services Agreements.    On March 26, 2002, Von Hoffmann Corporation entered into a financial advisory agreement with CSFB. Pursuant to this agreement, CSFB was entitled to receive advisory fees of up to $3.5 million, payable at certain times depending upon the service performed. On October 31, 2003, Von Hoffmann Corporation entered into an amendment of the financial advisory agreement which provided for the waiver of the annual advisory fee of $500,000 to be paid by Von Hoffmann Corporation to CSFB for 2003 and any future years unless otherwise reinstated.

        On April 27, 2004, DLJ Merchant Banking II, Inc., or DLJMB II, Inc., Von Hoffmann Corporation and CSFB entered into an agreement pursuant to which, among other things, CSFB assigned its rights and obligations under the financial advisory agreement to DLJMB II, Inc., and, after giving effect to such assignment, the terms of the financial advisory agreement were amended to one year and to provide that DLJMB II, Inc. would be paid an annual financial advisory fee of $500,000. This financial advisory agreement was terminated in connection with the Transactions.

        Nelson Loan.    On May 22, 1997, pursuant to a non-recourse secured promissory note, an affiliate of DLJMBP II loaned Craig Nelson, Von Hoffmann Corporation's Vice President of Human Resources, $100,000 at an interest rate of 9.4% per annum for the purchase of 100,000 shares of Von Hoffmann's common stock. Such affiliate of DLJMBP II subsequently sold this promissory note to Von Hoffmann Corporation. The promissory note was secured by a total of 200,000 shares of common stock of Von Hoffmann. As of December 31, 2003, the balance on this promissory note was $183,510. This arrangement was negotiated on an arm's length basis. This arrangement was terminated in connection with the Transactions.

        Other.    In 2003, Von Hoffmann paid approximately $1.9 million of underwriting fees to CSFB associated with the additional issuance of its 10¹/4% Senior Notes due 2009 to CSFB, which were recorded in debt issuance costs. As part of the financial commitments made by CSFB during the Lehigh Press Acquisition, Von Hoffmann also paid approximately $1.4 million to CSFB. Due to the additional issuance of its 10¹/4% Senior Notes due 2009 and an amendment to its credit agreement, Von Hoffmann expensed, as special consulting expenses, the $1.4 million in fees for CSFB's financial commitments.

        On November 21, 2003, Von Hoffmann Corporation entered into an agreement to engage CSFB to act as its exclusive financial advisor with respect to a potential sale of Lehigh Direct. Under the agreement, CSFB would assist Von Hoffmann Corporation in analyzing and evaluating Lehigh Direct, in preparing materials to distribute to potential purchasers, to evaluate potential purchasers and to assist in structuring and negotiating a potential sale. For its services, CSFB received a transaction fee equal to $1.0 million. This agreement was terminated in connection with the Transactions.

        Von Hoffmann paid consulting fees to CSFB (or its predecessor) of approximately $0.5 million in both 2003 and 2004.

        In connection with the execution of the Von Hoffmann merger agreement as part of the Transactions, Von Hoffmann entered into a financial advisory agreement with DLJMBP II pursuant to which Von Hoffmann agreed to pay DLJMBP II a financial advisory fee of $2.0 million, which fee was paid upon the closing of the Transactions.

Arcade

        Transactions with DLJMBP II and their Affiliates.    Pursuant to an agreement that was terminated in connection with the Transactions, DLJMBP II, Inc. (upon assignment of such agreement from CSFB) was entitled to receive an annual financial advisory fee of $0.5 million, payable in installments, at the beginning of each calendar quarter.

        In connection with the execution of the Arcade merger agreement as part of the Transactions, Arcade entered into a financial advisory agreement with DLJMBP II pursuant to which Arcade agreed

110

to pay DLJMBP II a financial advisory fee of $2.0 million which fee was paid upon the closing of the Transactions.

        Stockholders Agreement.    The existing stockholders' agreement at Arcade was terminated in connection with the Transactions. This agreement contained provisions relating to the transferability of shares and registration rights.

        Stockholder Note.    AKI, Inc. has a promissory note payable to Arcade which allows AKI, Inc. to borrow up to $10 million at such interest rates and maturity dates as agreed upon by AKI, Inc. and Arcade. Interest paid to Arcade in connection with the promissory note totaled approximately $21,000 for the year ended June 30, 2004.

        Other.    In connection with the Transactions, $0.2 million was paid to Renaissance Brands LLC, whose president was a member of the Board of Directors of Arcade.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

New Senior Secured Credit Facilities

        Concurrently with consummation of the Transactions, JIHC entered into new senior secured credit facilities with CSFB, as sole lead arranger and sole bookrunner, Deutsche Bank Securities Inc. and Banc of America Securities LLC, as co-arrangers, and the lenders signatory thereto. CSFB acted as administrative agent and Deutsche Bank Securities Inc. and Banc of America Securities LLC acted as co-syndication agents for the credit facilities.

        JIHC's new senior secured credit facilities consist of:

•

a $150 million senior secured Term Loan A Facility with a six year maturity, all of which was drawn on the closing date;



•

a $870 million senior secured Term Loan B Facility with a seven year maturity, a portion of which was drawn on the closing date and the remainder of which will be drawn not more than 35 days later; and



•

a $250 million senior secured revolving credit facility with a five year maturity (up to the Canadian dollar equivalent of $20.0 million of which will be available to Jostens Canada Ltd. in the form of Canadian dollar denominated loans).

        JIHC's new senior secured revolving credit facilities allow us, subject to certain conditions, to incur additional term loans under the Term Loan B Facility, or under a new term facility, in either case in an aggregate principal amount of up to $300 million, which additional term loans will have the same security and guarantees as the Term Loan A and Term Loan B Facilities.

Security and guarantees

        JIHC's obligations under the new senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Jostens Secondary Holdings Corp. and by JIHC's material current and future domestic subsidiaries. The obligations of JIHC's principal Canadian operating subsidiary under the new senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Jostens Secondary Holdings Corp., by JIHC, by JIHC's material current and future domestic subsidiaries and by JIHC's other current and future Canadian subsidiaries.

        JIHC's obligations under the new senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of JIHC's assets and substantially all of the assets of Jostens Secondary Holdings Corp. and JIHC's material current and future domestic subsidiaries, including but not limited to:

•

all of JIHC's capital stock and the capital stock of each of JIHC's existing and future direct and indirect subsidiaries, except that with respect to foreign subsidiaries such lien and pledge is limited to 65% of the capital stock of "first-tier" foreign subsidiaries; and



•

substantially all of JIHC's material existing and future domestic subsidiaries' tangible and intangible assets.

        The obligations of Jostens Canada Ltd. under the new senior secured credit facilities, and the guarantees of those obligations, are secured by the collateral referred to in the prior paragraph and substantially all of the tangible and intangible assets of Jostens Canada Ltd. and each of JIHC's other current and future Canadian subsidiaries.

Interest rates and fees

        Borrowings under the new senior secured credit facilities bear interest as follows:

•

Revolving Credit Facility:  at our option, at either adjusted LIBOR plus 2.50% per annum or the alternate base rate plus 1.50% (or, in the case of Canadian dollar denominated loans, the

112

bankers' acceptance discount rate plus 2.50% or the Canadian prime rate plus 1.50% per annum), such applicable margins to be subject to reduction if we attain certain leverage ratios;

•

Term Loan A Facility:  at our option, at either adjusted LIBOR plus 2.50% per annum or the alternate base rate plus 1.50% per annum, such applicable margins to be subject to reduction if we attain certain leverage ratios; and



•

Term Loan B Facility:  at our option, at either adjusted LIBOR plus 2.50% per annum or the alternate base rate plus 1.50% per annum, such applicable margins to be subject to reduction if we attain certain leverage ratios.

        The new senior secured credit facilities also provide for the payment to the lenders of a commitment fee on average daily undrawn commitments under the revolving credit facility and the Term Loan B Facility at a rate equal to 0.50% per annum. After delivery of financial statements to the lenders for the period ending at least one full fiscal quarter following the closing date, such commitment fee will be subject to reduction if we attain certain leverage ratios.

Scheduled amortization payments and mandatory prepayments

        The Term Loan A Facility provides for substantial semi-annual amortization payments. The Term Loan B Facility provides for semi-annual amortization payments in an aggregate annual amount equal to 1% of the original principal amount thereof during the first 6³/4 years, with the balance of the facility to be repaid at final maturity.

        In addition, the new senior secured credit facilities require us to prepay outstanding term loans, subject to certain exceptions, with:

•

100% of the net proceeds of certain asset sales, casualty events or other dispositions (including certain sale/leaseback transactions);



•

50% of our annual "excess cash flow", subject to reductions to a lower percentage if we achieve certain leverage ratios; and



•

100% of the net proceeds of certain debt issuances.

Voluntary prepayments

        The new senior secured credit facilities permit voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the commitments thereunder, without premium or penalty, subject to certain conditions pertaining to minimum notice and minimum payment/reduction amounts and to customary brokerage costs with respect to LIBOR rate loans.

Covenants

        JIHC's new senior secured credit facilities contain the following financial, affirmative and negative covenants. The negative covenants in the new senior secured credit facilities include limitations (each of which is subject to customary exceptions) on JIHC's ability and the ability of Jostens Secondary Holdings Corp. and each of JIHC's current and future restricted subsidiaries to:

•

incur liens;



•

incur additional debt (including guarantees, debt incurred by direct or indirect subsidiaries, and obligations in respect of foreign currency exchange and other hedging arrangements) or issue preferred stock;



•

pay dividends, or make redemptions and repurchases, with respect to capital stock;



•

prepay, or make redemptions and repurchases of, subordinated debt;



•

make loans and investments;



•

make capital expenditures;

113

•

engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;



•

change the business conducted by Jostens Secondary Holdings Corp., us or our subsidiaries; and



•

amend the terms of subordinated debt.

        In addition, the credit agreement contains customary financial covenants including maximum total leverage and minimum interest coverage ratios.

Events of default

        JIHC's new senior secured credit facilities contain certain customary events of default, including:

•

nonpayment of principal or interest;



•

breach of covenants (with notice and cure periods in certain cases);



•

material breach of representations or warranties;



•

cross-default and cross-acceleration to other material indebtedness;



•

bankruptcy or insolvency;



•

material judgments;



•

certain ERISA events;



•

actual or asserted invalidity of any material collateral or guarantee; and



•

a change of control (as defined in the credit agreement with respect to the new senior secured credit facilities).

Existing Indebtedness of Our Parent

10¹/4% Senior Discount Notes Due 2013

        Our parent, Jostens Holding Corp., had $163.1 million in principal amount of 10¹/4% Senior Discount Notes Due 2013 outstanding as of October 4, 2004. These notes were issued pursuant to an indenture, dated December 2, 2003, between our parent and BNY Midwest Trust Company, as trustee. The indenture governing these notes contains limitations on our parent's and our ability to, among other things, incur additional indebtedness, pay certain restricted payments and dividends and engage in certain affiliate transactions. These notes are unsecured senior obligations of our parent and are not guaranteed by us or any of our subsidiaries. Accordingly, these notes are effectively subordinated to all of our and our existing and future subsidiaries' indebtedness and other liabilities and preferred stock, including our new senior secured credit facilities and our notes.

Fleet Loan

        Our parent is party to a promissory note with Fleet Capital Corporation in the principal amount of $4.0 million. The note is payable in 60 consecutive monthly installments of principal and interest commencing on April 15, 2004 and continuing through March 15, 2009. The note is secured by our corporate jet.

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THE EXCHANGE OFFER

General

        We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $500.0 million aggregate principal amount of our 7⁵/8% Senior Subordinated Notes due 2012, which we refer to in this prospectus as the outstanding notes, for a like aggregate principal amount of our 7⁵/8% Senior Subordinated Exchange Notes due 2012, which we refer to in this prospectus as the exchange notes, properly tendered on or prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to all of the outstanding notes.

        As of the date of this prospectus, $500.0 million aggregate principal amount of the outstanding notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about                , 200  to all holders of outstanding notes known to us. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under "—Certain Conditions to the Exchange Offer" below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

        We and the guarantors have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we and the guarantors agreed, under some circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use all commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act no later than 210 days after the closing date and to keep the exchange offer open for a period of 30 days. The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and special interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on October 4, 2004.

        Under certain circumstances set forth in the registration rights agreement, we will use all commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes and keep the registration statement effective for up to two years after the date on which such shelf registration statement becomes effective.

        If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay special interest to holders of the outstanding notes.

        Each holder of outstanding notes that wishes to exchange outstanding notes for transferable exchange notes in the exchange offer will be required to make the following representations:

•

any exchange notes will be acquired in the ordinary course of its business;



•

the holder will have no arrangements or understanding with any person to participate in the distribution of the exchange notes within the meaning of the Securities Act;



•

the holder is not an "affiliate", as defined in Rule 405 of the Securities Act, of Jostens IH Corp., as the Issuer, or if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act to the extent applicable;



•

if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes; and



•

if the holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or

115

other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution".

Resale of Exchange Notes

        Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

the holder is not an "affiliate" of the Issuer within the meaning of Rule 405 under the Securities Act;



•

the exchange notes are acquired in the ordinary course of the holder's business; and



•

the holder does not intend to participate in the distribution of the exchange notes.

        Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

•

cannot rely on the position of the staff of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only in integral multiples of $1,000.

        The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional amounts upon our failure to fulfill our obligations under the registration rights agreement to file, and cause to be effective, a registration statement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes. Consequently, the outstanding notes and the exchange notes will be treated as a single class of debt securities under the indenture.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

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        As of the date of this prospectus, $500.0 million aggregate principal amount of the outstanding notes are outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

        We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits the holders have under the indenture relating to the outstanding notes and the registration rights agreement, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

        We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to the holders. Under the terms of the registration rights agreement, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption "—Certain Conditions to the Exchange Offer".

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time on                , 200  , unless in our sole discretion we extend it.

        In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension by press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

•

to delay accepting for exchange any outstanding notes;



•

to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under "—Certain Conditions to the Exchange Offer" have not been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or



•

under the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

        Any delay in acceptance, extension, termination, or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holder of outstanding notes of the amendment.

        Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation

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to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Certain Conditions to the Exchange Offer

        Despite any other term of the exchange offer, we will not be required to accept for exchange, or issue any exchange notes for, any outstanding notes, and we may terminate the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange if in our reasonable judgment:

•

the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act, the Exchange Act, and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;



•

the exchange offer, or the making of any exchange by a holder of outstanding notes, violates applicable law or any applicable interpretation of the staff of the SEC; or



•

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

        In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•

the representations described under "—Purpose and Effect of the Exchange Offer", "—Procedures for Tendering" and "Plan of Distribution"; and



•

such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the exchange notes under the Securities Act.

        We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of the extension to their holders. During any such extensions, all notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

        We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, nonacceptance, or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of this right. Each right will be deemed an ongoing right that we may assert at any time or at various times.

        In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any outstanding notes, if at the time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

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Procedures for Tendering

        Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:

•

complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or



•

comply with DTC's Automated Tender Offer Program procedures described below.

        In addition, either:

•

the exchange agent must receive certificates for the outstanding notes along with the accompanying letter of transmittal prior to the expiration date; or



•

the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message; or



•

the holder must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under "—Exchange Agent" prior to the expiration date.

        The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

        The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the holder's election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or outstanding notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner's behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its outstanding notes either:

•

make appropriate arrangements to register ownership of the outstanding notes in such owner's name; or



•

obtain a properly completed bond power from the registered holder of outstanding notes.

        The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

        Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the

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United States or another "eligible institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the accompanying letter of transmittal; or



•

for the account of an eligible institution.

        If the accompanying letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, the outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes and an eligible institution must guarantee the signature on the bond power.

        If the accompanying letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;



•

the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal, or, in the case of an agent's message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and



•

the agreement may be enforced against that participant.

        We will determine in our sole discretion all outstanding questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed made until any defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

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        In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent's account at DTC; and



•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By signing the accompanying letter of transmittal or authorizing the transmission of the agent's message, each tendering holder of outstanding notes will represent or be deemed to have represented to us that, among other things:

•

any exchange notes that the holder receives will be acquired in the ordinary course of its business;



•

the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;



•

if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;



•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of any exchange notes. See "Plan of Distribution"; and



•

the holder is not an "affiliate", as defined in Rule 405 of the Securities Act, of ours or, if the holder is an affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the accompanying letter of transmittal or any other available required documents to the exchange agent or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date may tender if:

•

the tender is made through an eligible institution;



•

prior to the expiration date, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission,

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mail or hand delivery, or a properly transmitted agent's message and notice of guaranteed delivery:

•

setting forth the name and address of the holder, the registered number(s) of the outstanding notes and the principal amount of outstanding notes tendered:

•

stating that the tender is being made thereby; and

•

guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the accompanying letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the accompanying letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation and all other documents required by the accompanying letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tenders at any time prior to the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at one of the addresses set forth below under "—Exchange Agent", or



•

holders must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

        Any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;



•

identify the outstanding notes to be withdrawn, including the principal amount of the outstanding notes; and



•

where certificates for outstanding notes have been transmitted, specify the name in which the outstanding notes were registered, if different from that of the withdrawing holder.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit:

•

the serial numbers of the particular certificates to be withdrawn; and



•

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless the holder is an eligible institution.

        If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of that facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not

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exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, the outstanding notes will be credited to an account maintained with DTC for outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn, outstanding notes may be retendered by following one of the procedures described under "—Procedures for Tendering" above at any time on or prior to the expiration date.

Exchange Agent

        The Bank of New York has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or for the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:

By Mail or Overnight Delivery:	By Facsimile:	By Hand Delivery:
The Bank of New York Reorganization Unit 101 Barclay Street—7 East New York, NY 10286 Attention: Randolph Holder	The Bank of New York Reorganization Unit 101 Barclay Street—7 East New York, NY 10286 Attention: Randolph Holder (212) 298-1915 Confirm Receipt of Facsimile by telephone (212) 815-5098	The Bank of New York Reorganization Unit 101 Barclay Street Lobby Level—Corp. Trust Window New York, NY 10286 Attention: Randolph Holder

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

        We will pay the cash expenses to be incurred in connection with the exchange offer. The expenses are estimated in the aggregate to be approximately $                        . They include:

•

SEC registration fees;



•

fees and expenses of the exchange agent and Trustee;



•

accounting and legal fees and printing costs; and



•

related fees and expenses.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

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•

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or



•

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

        If satisfactory evidence of payment of the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

Consequences of Failure to Exchange

        Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of the outstanding notes:

•

as set forth in the legend printed on the notes as a consequence of the issuance of the outstanding notes under the exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

        In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any holder that is our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders' business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

•

cannot rely on the applicable interpretations of the SEC; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the expenses of the exchange offer as incurred.

Other

        Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF THE NOTES

General

        The outstanding notes were, and the exchange notes will be, issued under an indenture (the "Indenture"), dated as of October 4, 2004, among Jostens IH Corp., as Issuer, certain of the Issuer's direct and indirect Domestic Subsidiaries existing on the Issue Date, as Guarantors (the "Guarantors"), and The Bank of New York, as Trustee. Copies of the form of the Indenture may be obtained from the Issuer upon request. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The following summary of the material provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. The definitions of certain terms used in the following summary are set forth below under "Certain Definitions." We urge you to read the Indenture and the Registration Rights Agreement because they, not this description, define your rights as holders of the notes. For purposes of this "Description of the Notes",

•

the terms "Issuer," "we" and "our" refer only to Jostens IH Corp., and not to any of its Subsidiaries or parent companies;



•

the term "Guarantor" refers to each Restricted Subsidiary that Guarantees the notes; and



•

the term "notes" refers to the outstanding notes and the exchange notes.

        The notes:

•

are unsecured senior subordinated obligations of the Issuer;



•

are subordinated in right of payment to all existing and future Senior Indebtedness of the Issuer;



•

are senior in right of payment to any future Subordinated Indebtedness of the Issuer;



•

are guaranteed by each Guarantor; and



•

are subject to registration with the SEC pursuant to the Registration Rights Agreement.

Guarantees

        The Guarantors, as primary obligors and not merely as sureties, will jointly and severally irrevocably and unconditionally guarantee, on a senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the notes, whether for payment of principal of or interest on or Special Interest in respect of the notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture. As of the date of the Indenture, all Restricted Subsidiaries that are Domestic Subsidiaries and guarantee the Senior Credit Facilities will be Guarantors. Each of the Guarantees will be a general unsecured obligation of the relevant Guarantor and will be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, other than any Subordinated Indebtedness. The notes are structurally subordinated to Indebtedness of Subsidiaries of

125

the Issuer that do not Guarantee the notes. As of the Issue Date, each of the Issuer's Subsidiaries is a Restricted Subsidiary and each such Subsidiary, other than the following Subsidiaries, is a Guarantor:

Subsidiary	Jurisdiction of Organization or Incorporation
Jostens Canada, Ltd.	Canada
Jostens International Holding B.V.	The Netherlands
Jostens Can Investments B.V.	The Netherlands
C.V. Jostens Global Trading Limited Partnership	The Netherlands
JC Trading, Inc.	Puerto Rico
Conceptos Jostens, S.A. de C.V.	Mexico
JostFer S.A. de C.V.	Mexico
Reconocimientos E Incentivos, S.A. de C.V.	Mexico
Arcade Europe, S.a.r.l.	France
RetCom Holdings Europe Ltd.	Republic of Ireland
Scent Seal Inc.	California
Retail Concepts Corp.	New York
Retail Communications Corp.	New York
Encapsulation Services, Inc.	New Jersey

        The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Relating to Our Indebtedness and the Exchange Notes—Federal and state statutes allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the guarantors".

        Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

        If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Relating to Our Indebtedness and the Exchange Notes—Federal and state statutes allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the guarantors".

        Any Guarantee by a Restricted Subsidiary of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

        (i)    (a)  any sale, exchange or transfer (by merger or otherwise) of all of the Issuer's Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture,

        (b)   the release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee,

        (c)   if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, or

126

        (d)   exercise of the legal defeasance option or covenant defeasance option as described under "Legal Defeasance and Covenant Defeasance" or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture; and

        (ii)   such Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with.

Ranking

Senior Indebtedness versus Notes

        The payment of the principal of, premium, if any, and interest on the notes and the payment of any Guarantee will be subordinate in right of payment to the prior payment in full of all Senior Indebtedness of the Issuer or the relevant Guarantor, as the case may be, including the obligations of the Issuer and such Guarantor under the Senior Credit Facilities.

        As of July 3, 2004, on a pro forma basis and assuming that 100% of holders tendered their notes in the tender offers conducted in connection with the Transactions:

        (1)   the Issuer's Senior Indebtedness would have been approximately $1,020 million, consisting entirely of secured Indebtedness under the Senior Credit Facilities; and

        (2)   the Senior Indebtedness of the Guarantors would have been approximately $1,020 million, consisting entirely of their respective guarantees of Senior Indebtedness of the Issuer under the Senior Credit Facilities.

        Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock".

Liabilities of Subsidiaries versus Notes

        All of our operations are conducted through our subsidiaries. Some of our subsidiaries are not Guaranteeing the notes, and, as described above under "Guarantees", Guarantees may be released under certain circumstances. In addition, our future subsidiaries may not be required to Guarantee the notes. Claims of creditors of any non-guarantor Subsidiaries, including trade creditors and creditors holding indebtedness or Guarantees issued by such non-guarantor Subsidiaries, and claims of preferred stockholders of such non-guarantor Subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of our creditors, including holders of the notes, even if such claims do not constitute Senior Indebtedness. Accordingly, the notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries.

        As of July 3, 2004, on a pro forma basis, the total liabilities of our subsidiaries (other than the Guarantors) were approximately $20.6 million, including trade payables. Although the Indenture limits the incurrence of Indebtedness and preferred stock by certain of our subsidiaries, such limitation is subject to a number of significant exceptions and qualifications and the Indebtedness incurred in compliance with the covenants could be substantial. Moreover, the Indenture does not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock".

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Other Senior Subordinated Indebtedness versus Notes

        Only Indebtedness of the Issuer or a Guarantor that is Senior Indebtedness will rank senior to the notes and the relevant Guarantee in accordance with the provisions of the Indenture. The notes and each Guarantee will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuer and the relevant Guarantor, respectively.

        We and the Guarantors have agreed in the Indenture that we and they will not incur any Indebtedness that is subordinate or junior in right of payment to our Senior Indebtedness or the Senior Indebtedness of such Guarantors, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Payment of Notes

        We are not permitted to pay principal of, premium, if any, or interest on the notes or make any deposit pursuant to the provisions described under "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge" below and may not purchase, redeem or otherwise retire any notes (collectively, "pay the notes") (except in the form of Permitted Junior Securities) if either of the following occurs (a "Payment Default"):

        (1)   any Obligation on any Designated Senior Indebtedness of the Issuer is not paid in full in cash when due (after giving effect to any applicable grace period); or

        (2)   any other default on Designated Senior Indebtedness of the Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, we are permitted to pay the notes if we and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

        During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, we are not permitted to pay the notes (except in the form of Permitted Junior Securities) for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to us) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

        (1)   by written notice to the Trustee and us from the Person or Persons who gave such Blockage Notice;

        (2)   because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

        (3)   because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

        Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the

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maturity of such Designated Senior Indebtedness, we are permitted to resume paying the notes after the end of such Payment Blockage Period. The notes shall not be subject to more than one Payment Blockage Period in any consecutive 365-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided that if any Payment Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuer (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Payment Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods on the notes is in effect exceed 179 days in the aggregate during any consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice.

        Upon any payment or distribution of the assets of the Issuer upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuer or its property:

        (1)   the holders of Senior Indebtedness of the Issuer will be entitled to receive payment in full in cash of such Senior Indebtedness before the holders of the notes are entitled to receive any payment;

        (2)   until the Senior Indebtedness of the Issuer is paid in full in cash, any payment or distribution to which holders of the notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that holders of notes may receive Permitted Junior Securities; and

        (3)   if a distribution is made to holders of the notes that, due to the subordination provisions, should not have been made to them, such holders of the notes are required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear.

        The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Issuer to pay interest or principal with respect to the notes when due by their terms. If payment of the notes is accelerated because of an Event of Default, the Issuer or the Trustee must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration.

        A Guarantor's obligations under its Guarantee are senior subordinated obligations. As such, the rights of Holders to receive payment by a Guarantor pursuant to its Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Issuer's obligations under the notes apply equally to a Guarantor and the obligations of such Guarantor under its Guarantee.

        By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Issuer or a Guarantor who are holders of Senior Indebtedness of the Issuer or such Guarantor, as the case may be, may recover more, ratably, than the holders of the notes, and creditors of ours who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the holders of the notes.

        The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the notes pursuant to the provisions described under "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge", if the foregoing subordination provisions

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were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions.

Principal, Maturity and Interest

        The Issuer issued $500.0 million of notes in the offering. The notes will mature on October 1, 2012. The Issuer may issue additional notes from time to time after this offering under the Indenture ("Additional Notes"). Any offering of Additional Notes is subject to the covenant described below under the caption "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock." The outstanding notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to "notes" for all purposes of the Indenture and this "Description of the Notes" include any Additional Notes that are actually issued.

        Interest on the notes will accrue at the rate of 7⁵/8% per annum and will be payable semi-annually in arrears on April 1 and October 1 commencing on April 1, 2005, to Holders of record on the immediately preceding March 15 and September 15. Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Additional, or special, interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the notes shall be deemed to include any Special Interest pursuant to the Registration Rights Agreement. Principal of, premium, if any, and interest on the notes will be payable at the office or agency of the Issuer maintained for such purpose within the City and State of New York or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to notes represented by one or more global notes registered in the name of or held by The Depository Trust Company or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer's office or agency in New York will be the office of the trustee maintained for such purpose. The notes will be issued in denominations of $1,000 and integral multiples thereof.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

        We are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, we may be required to offer to purchase notes as described under the caption "Repurchase at the Option of Holders". We may at any time and from time to time purchase notes in the open market or otherwise.

Optional Redemption

        At any time prior to October 1, 2008 the Issuer may redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the "Redemption Date"), subject to the rights of Holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

        On and after October 1, 2008, the Issuer may redeem the notes, in whole or in part, upon not less than 30 nor more than 60 days' prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the

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right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

Year	Percentage
2008	103.813	%
2009	101.906	%
2010 and thereafter	100.000	%

        In addition, until October 1, 2007, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of notes issued under the Indenture at a redemption price equal to 107.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent of the Issuer to the extent such net cash proceeds are contributed to the Issuer; provided that at least 65% of the sum of the aggregate principal amount of notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

        The Trustee shall select the notes to be purchased in the manner described under "Repurchase at the Option of Holders—Asset Sales—Selection and Notice".

Book-Entry, Delivery and Form

        The exchange notes will be represented by one or more global notes in registered, global form without interest coupons (collectively, the "Global Exchange Note"). The Global Exchange Note initially will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

        Except as set forth below, the Global Exchange Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for exchange notes in certificated form except in the limited circumstances described below. See "Exchange of Global Exchange Notes for Certificated Notes". In addition, transfers of beneficial interests in the Global Exchange Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

        The notes may be presented for registration of transfer and exchange at the offices of the registrar.

Depository Procedures

        The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the

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"participants") and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the "indirect participants"). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

        DTC has also advised us that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Exchange Notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the Global Exchange Notes; and

        (2)   ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the Global Exchange Notes).

        Investors in the Global Exchange Notes who are participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Exchange Notes who are not participants may hold their interests therein indirectly through organizations which are participants in such system. All interests in a Global Exchange Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Exchange Note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a Global Exchange Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Exchange Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the Indenture for any purpose.

        Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Exchange Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the notes, including the Global Exchange Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interests in the Global Exchange Notes or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the Global Exchange Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on

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such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised the Issuer that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC has credited the interests in the Global Exchange Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Exchange Notes for legended notes in certificated form, and to distribute such notes to its participants.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Exchange Notes among participants, it is under no obligation to perform such procedures, and such procedures may be discontinued or changed at any time. Neither the Issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Exchange Notes for Certificated Notes

        A Global Exchange Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (A) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Exchange Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed;

        (2)   the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default with respect to the notes.

        In addition, beneficial interests in a Global Exchange Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Exchange Note or beneficial interests in Global Exchange Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Exchange Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Exchange Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

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Same Day Settlement and Payment

        The Issuer will make payments in respect of the notes represented by the Global Exchange Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Exchange Note holder. The Issuer will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Exchange Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, the Issuer will make an offer to purchase all of the notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

        (1)   a Change of Control Offer is being made pursuant to the covenant entitled "Change of Control," and that all notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;

        (2)   the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date");

        (3)   any note not properly tendered will remain outstanding and continue to accrue interest;

        (4)   unless the Issuer defaults in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

        (5)   Holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender the notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

        (6)   Holders will be entitled to withdraw their tendered notes and their election to require the Issuer to purchase such notes, provided that the paying agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount of notes tendered for purchase, and a statement that such Holder is withdrawing his tendered notes and his election to have such notes purchased; and

        (7)   that Holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered, which unpurchased portion must be equal to $1,000 or an integral multiple thereof.

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        While the notes are in global form and the Issuer makes an offer to purchase all of the notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the notes through the facilities of DTC, subject to its rules and regulations.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

        On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,

        (1)   accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer,

        (2)   deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered and

        (3)   deliver, or cause to be delivered, to the Trustee for cancellation the notes so accepted together with an Officers' Certificate stating that such notes or portions thereof have been tendered to and purchased by the Issuer.

        The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the notes, the Issuer could seek the consent of its lenders to permit the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from purchasing the notes. In such case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders under certain circumstances.

        The Senior Credit Facilities provide that certain change of control events with respect to the Issuer would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable. Our ability to pay cash to the Holders of notes following the occurrence of a Change of Control may be limited by our then existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

        The paying agent will promptly mail to each Holder of the notes the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any, provided, that each such new note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Issuer and the Initial Purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions,

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refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" and "Liens". Such restrictions can be waived only with the consent of the holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

        We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Issuer to any Person. Although there is a limited body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Issuer. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Issuer to make an offer to repurchase the notes as described above.

        The provisions under the Indenture relative to our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes.

Asset Sales

        The Indenture provides that the Issuer will not, and will not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale, unless

        (1)   the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the board of directors of the Issuer) of the assets sold or otherwise disposed of and

        (2)   except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of

        (a)   any liabilities (as shown on the Issuer's, or such Restricted Subsidiary's, most recent balance sheet or in the footnotes thereto) of the Issuer or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets and for which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing,

        (b)   any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and

        (c)   any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that

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time outstanding, not to exceed the greater of (x) $100.0 million and (y) 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

        Within 365 days after the Issuer's or any Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale

        (1)   to permanently reduce

        (x)   Obligations under the Senior Credit Facilities, and to correspondingly reduce commitments with respect thereto,

        (y)   Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto) or Senior Subordinated Indebtedness, provided that if the Issuer shall so reduce Obligations under Senior Subordinated Indebtedness, it will equally and ratably reduce Obligations under the notes if the notes are then prepayable or, if the notes may not then be prepaid, the Issuer shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid, or

        (z)   Indebtedness of a Restricted Subsidiary which is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (but only to the extent such Net Proceeds from such Asset Sale are from an Asset Sale of or affecting such Restricted Subsidiary which is not a Guarantor),

        (2)   to an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or

        (3)   to an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in each of (a), (b) and (c) replace the businesses, properties and assets that are the subject of such Asset Sale;

provided, that in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment (an "Acceptable Commitment") and, in the event any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within nine months of such cancelation or termination.

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        Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer shall make an offer to all Holders of the notes, and, if required by the terms of any Indebtedness that is pari passu with the notes ("Pari Passu Indebtedness"), to the holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), to purchase the maximum principal amount of notes and such Pari Passu Indebtedness, that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten business days after the date that Excess Proceeds exceeds $20.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        Pending the final application of any Net Proceeds pursuant to this covenant, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

        The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any notes pursuant to this Asset Sales covenant. In the event the Issuer is prohibited from purchasing the notes, the Issuer could seek the consent of its lenders to the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the notes. In such case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the notes under certain circumstances.

Selection and Notice

        If less than all of the notes or such Pari Passu Indebtedness are to be redeemed at any time, selection of such notes for redemption will be made by the Trustee on a pro rata basis to the extent practicable; provided that no notes of $1,000 or less shall be purchased or redeemed in part.

        Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes to be

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purchased or redeemed at such Holder's registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. If any note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

        A new note in principal amount equal to the unpurchased or unredeemed portion of any note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original note. On and after the purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on notes or portions thereof purchased or called for redemption.

Certain Covenants

        Set forth below are summaries of certain covenants contained in the Indenture. During any period of time that: (1) the notes have Investment Grade Ratings from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a "Covenant Suspension Event"), the Issuer and the Restricted Subsidiaries will not be subject to the following provisions of the Indenture:

        (1)   "—Limitation on Restricted Payments";

        (2)   "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock";

        (3)   "—Transactions with Affiliates";

        (4)   "—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries";

        (5)   "—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries";

        (6)   "—Limitations on Other Senior Subordinated Indebtedness";

        (7)   "Repurchase at the Option of Holders—Asset Sales"; and

        (8)   clause (4) of the first paragraph of "Merger, Consolidation or Sale of All or Substantially All Assets"

(collectively, the "Suspended Covenants"). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be set at zero. In addition, the Guarantees of the Guarantors will also be suspended as of such date (the "Suspension Date"). In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the "Suspension Period". Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

        On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to the first paragraph of

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"—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" below or one of the clauses set forth in the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" below (in each case, to the extent such Indebtedness or Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to the first or second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock", such Indebtedness or Disqualified Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (c) of the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock". Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Limitation on Restricted Payments" will be made as though the covenant described under "—Limitation on Restricted Payments" had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of "—Limitation on Restricted Payments".

Limitation on Restricted Payments

        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution on account of the Issuer's or any Restricted Subsidiary's Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than

        (A)  dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests or

        (B)  dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

        (2)   purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

        (3)   make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than

        (A)  Indebtedness permitted under clauses (g) and (h) of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" or

        (B)  the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

        (4)   make any Restricted Investment;

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(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (a)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

        (b)   immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock"; and

        (c)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (5), (6)(A) and (C) and (9) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than:

        (1)   50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date, to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

        (2)   100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the board of directors, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (l) of the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock") from the issue or sale of

        (x)   Equity Interests of the Issuer, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the board of directors of the Issuer, of marketable securities or other property received from the sale of

        (A)  Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer's Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph and

        (B)  Designated Preferred Stock

and to the extent actually contributed to the Issuer, Equity Interests of the Issuer's direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such corporations or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph) or

        (y)   debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;

provided, however, that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests or converted debt securities of the

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Issuer sold to a Restricted Subsidiary or the Issuer, as the case may be, (c) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (d) Excluded Contributions, plus

        (3)   100% of the aggregate amount of cash and the fair market value, as determined in good faith by the board of directors of the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (l) of the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock") (other than by a Restricted Subsidiary and other than by any Excluded Contributions), plus

        (4)   to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the board of directors of the Issuer, of marketable securities or other property received by means of

        (A)  the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Issuer and its Restricted Subsidiaries or

        (B)  the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clauses (7) or (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary plus

        (5)   in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the board of directors of the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $25.0 million, in writing by an independent investment banking firm of nationally recognized standing, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clauses (7) or (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

        The foregoing provisions will not prohibit:

        (1)   subject to clauses (16) and (17) below, the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") or Subordinated Indebtedness of the Issuer, or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer (in each case, other than any Disqualified Stock) ("Refunding Capital Stock") and (b) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of

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which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer which is incurred in compliance with "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" so long as

        (A)  the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness,

        (B)  such Indebtedness is subordinated to the notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

        (C)  such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and

        (D)  such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

        (4)   a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed

        (A)  the cash proceeds from the sale of Equity Interests of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer's direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (c) of the preceding paragraph; plus

        (B)  the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Issue Date less

        (C)  the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

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and provided further that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

        (5)   the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any other Restricted Subsidiary issued in accordance with the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" to the extent such dividends are included in the definition of Fixed Charges;

        (6)   (A)  the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

        (B)  the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

        (C)  the declaration and payment of dividends on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and the Restricted Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (7)   Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $30.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (8)   repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

        (9)   the declaration and payment of dividends on the Issuer's common stock, following the first public offering of the Issuer's common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer's common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

        (10) Investments that are made with Excluded Contributions;

        (11) other Restricted Payments in an aggregate amount not to exceed $50.0 million;

        (12) distributions or payments of Receivables Fees;

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        (13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under "Transactions with Affiliates";

        (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions "Repurchase at the Option of Holders—Change of Control" and "Repurchase at the Option of Holders—Asset Sales"; provided that all notes tendered by holders of the notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

        (15) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay

        (A)  franchise taxes and other fees, taxes and expenses required to maintain their corporate existence,

        (B)  federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and the Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries,

        (C)  customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries, and

        (D)  general corporate overhead expenses of any direct or indirect parent company of the Issuer to the extent such expenses are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries;

        (16) on or after December 1, 2008, the declaration and payment of a dividend or the making of a distribution to Holdco to pay cash interest as and when due on the Senior Discount Notes pursuant to the Senior Discount Indenture as in effect on the Issue Date in an amount equal to such cash interest payments; provided, however, that such dividends or distributions made pursuant to this clause (16) shall not be made more than three business days prior to the date on which such interest is due pursuant to the Senior Discount Indenture; and

        (17) the declaration and payment of a dividend or the making of a distribution to Holdco to redeem, defease, repurchase or otherwise acquire or retire (including by way of satisfaction and discharge of the terms of the Senior Discount Indenture) the Senior Discount Notes (other than any Senior Discount Notes beneficially owned by any Affiliate of the Issuer) in accordance with the terms of the Senior Discount Indenture as in effect on the Issue Date, in an amount equal to such redemption, defeasance, repurchase or other acquisition payment; provided, however, that such dividends or distributions pursuant to this clause (17) may only be made if on the date such dividend or distribution is declared or made the Issuer's Debt to EBITDA Ratio would be equal to or less than 4.25 to 1.00, determined on a pro forma basis (including after giving pro forma effect to any such dividend or distribution and any Indebtedness incurred in connection with the payment of any such dividend or distribution); provided, further, however, that such dividends or distributions made pursuant to this clause (17) shall not be made more than three business days prior to the date on which such redemption, defeasance, repurchase or other acquisition payment is to be made pursuant to the Senior Discount Indenture as in effect on the Issue Date;

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provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (6), (11), (16) and (17), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

        As of the time of issuance of the notes, all of the Issuer's Subsidiaries will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of "Unrestricted Subsidiary". For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of "Investment." Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clauses (7), (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of "Permitted Investments," and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur" and collectively, an "incurrence") with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if the Fixed Charge Coverage Ratio for the Issuer's and the Restricted Subsidiaries' most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the notes shall not exceed $100.0 million at any one time outstanding.

        The foregoing limitations will not apply to:

        (a)   the incurrence of Indebtedness under Credit Facilities by the Issuer or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $1,420.0 million outstanding at any one time; provided, however, that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (a) may not exceed $200.0 million outstanding at any one time;

        (b)   the incurrence by the Issuer and any Guarantor of Indebtedness represented by the notes (including any Guarantee) (other than any Additional Notes);

        (c)   Existing Indebtedness (other than Indebtedness described in clauses (a) and (b));

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        (d)   Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $120.0 million and (y) 5.00% of Total Assets;

        (e)   Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers' compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

        (f)    Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

        (1)   such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (f)(1)) and

        (2)   the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition;

        (g)   Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

        (h)   Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that

        (1)   any such Indebtedness is made pursuant to an intercompany note and

        (2)   if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor;

provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

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        (i)    shares of preferred stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Issuer or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock;

        (j)    Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk with respect to any Indebtedness permitted to be incurred pursuant to "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" or commodity pricing risk;

        (k)   obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary course of business;

        (l)    Indebtedness, Disqualified Stock and preferred stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (l), does not at any one time outstanding exceed the sum of (x) $125.0 million and (y) 100% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (c)(2) and (c)(3) of the first paragraph of "—Limitation on Restricted Payments" to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or exchanges pursuant to the second paragraph of "—Limitation on Restricted Payments" or to make Permitted Investments (other than Permitted Investments specified in clauses (a) and (c) of the definition thereof) (it being understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this clause (l) shall cease to be deemed incurred or outstanding for purposes of this clause (l) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under the first paragraph of this covenant without reliance on this clause (l));

        (m)  the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to refund or refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under the first paragraph of this covenant and clauses (b) and (c) above, this clause (m) and clause (n) below or any Indebtedness, Disqualified Stock or preferred stock issued to so refund or refinance such Indebtedness, Disqualified Stock or preferred stock including additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness

        (1)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded or refinanced,

        (2)   to the extent such Refinancing Indebtedness refinances (1) Indebtedness subordinated or pari passu to the notes or any Guarantee of the notes, such Refinancing Indebtedness is subordinated or pari passu to the notes or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (2) Disqualified Stock or preferred

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stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively and

        (3)   shall not include

        (x)   Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of the Issuer,

        (y)   Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock of a Guarantor or

        (z)   Indebtedness, Disqualified Stock or preferred stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary;

and provided further that subclause (1) of this clause (m) will not apply to any refunding or refinancing of any Indebtedness outstanding under the Senior Credit Facilities;

        (n)   Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; provided further that after giving effect to such acquisition or merger, either

        (1)   the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant or

        (2)   the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

        (o)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

        (p)   Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; and

        (q)   (1)  any guarantee by the Issuer or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

        (2)   any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer, provided that such guarantee is incurred in accordance with the covenant described below under "—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries".

For purposes of determining compliance with this covenant:

        (a)   in the event that an item of Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in clauses (a) through (q) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) and will only

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be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the notes will be treated as incurred on the Issue Date under clause (a) of the preceding paragraph; and

        (b)   at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred stock for purposes of this covenant.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

        The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

        The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Senior Subordinated Indebtedness or Subordinated Indebtedness on any asset or property of the Issuer or such Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless the notes (or a Guarantee in the case of Liens of a Guarantor) are equally and ratably secured with (or in the event the Lien relates to Subordinated Indebtedness, are secured on a senior basis to) the obligations so secured until such time as such obligations are no longer secured by a Lien.

Merger, Consolidation or Sale of All or Substantially All Assets

        The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless

        (1)   the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Company");

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        (2)   the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Indenture and the notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

        (3)   immediately after such transaction, no Default or Event of Default exists;

        (4)   immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period,

        (A)  the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" or

        (B)  the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be greater than such Ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction;

        (5)   each Guarantor, unless it is the other party to the transactions described above, in which case clause (2) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the notes; and

        (6)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

        The Successor Company will succeed to, and be substituted for the Issuer under the Indenture and the notes. Notwithstanding the foregoing clauses (3) and (4),

        (a)   any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer and

        (b)   the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in another State of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby.

        Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor will not, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless

        (A)  (1)  such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "Successor Person");

        (2)   the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor's Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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        (3)   immediately after such transaction, no Default or Event of Default exists; and

        (4)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

        (B)  the transaction is made in compliance with the covenant described under "Repurchase at the Option of Holders—Asset Sales".

        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor's Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

Transactions with Affiliates

        The Issuer will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction") involving aggregate payments or consideration in excess of $5.0 million, unless

        (a)   such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person and

        (b)   the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above.

        The foregoing provisions will not apply to the following:

        (1)   Transactions between or among the Issuer or any of the Restricted Subsidiaries;

        (2)   Restricted Payments permitted by the provisions of the Indenture described above under the covenant "—Limitation on Restricted Payments" and the definition of "Permitted Investments;"

        (3)   the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors;

        (4)   the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary;

        (5)   transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

        (6)   any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect as compared to the applicable agreement as in effect on the Issue Date);

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        (7)   the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect;

        (8)   the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

        (9)   transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuer and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

        (10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant;

        (11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

        (12) payments by the Issuer or any Restricted Subsidiary to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer in good faith; and

        (13) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the board of directors of the Issuer in good faith.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

        (a)   (1)  pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or

        (2)   pay any Indebtedness owed to the Issuer or any Restricted Subsidiary;

        (b)   make loans or advances to the Issuer or any Restricted Subsidiary; or

        (c)   sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary,

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except (in each case) for such encumbrances or restrictions existing under or by reason of:

        (1)   contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

        (2)   the Indenture and the notes;

        (3)   purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

        (4)   applicable law or any applicable rule, regulation or order;

        (5)   any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

        (6)   contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

        (7)   secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" and "Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

        (8)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (9)   other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock;"

        (10) customary provisions in joint venture agreements and other similar agreements;

        (11) customary provisions contained in leases and other agreements entered into in the ordinary course of business;

        (12) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer's board of directors, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

        (13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of the Issuer, are necessary or advisable to effect such Receivables Facility.

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Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

        The Issuer will not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

        (a)   such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor

        (1)   if the notes or such Guarantor's Guarantee of the notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the notes are subordinated to such Indebtedness under the Indenture and

        (2)   if such Indebtedness is by its express terms subordinated in right of payment to the notes or such Guarantor's Guarantee of the notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the notes substantially to the same extent as such Indebtedness is subordinated to the notes;

        (b)   such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

        (c)   such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that

        (1)   such Guarantee has been duly executed and authorized and

        (2)   such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Other Senior Subordinated Indebtedness

        The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Indebtedness of the Issuer or any Guarantor, as the case may be, unless such Indebtedness is either

        (a)   equal in right of payment with the notes or such Guarantor's Guarantee, as the case may be, or

        (b)   expressly subordinated in right of payment to the notes or such Guarantor's Guarantee, as the case may be.

Reports and Other Information

        Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for

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such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the Issuer to file with the SEC (and make available to the Trustee and Holders of the notes (without exhibits), without cost to each Holder, within 15 days after it files them with the SEC),

        (a)   within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

        (b)   within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;

        (c)   promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

        (d)   any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the Holders of the notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act.

        In the event that any direct or indirect parent company of the Issuer becomes a Guarantor of the notes, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and the Restricted Subsidiaries on a standalone basis, on the other hand.

        Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement within the time periods specified in the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Events of Default and Remedies

        The following events constitute Events of Default under the Indenture:

        (1)   default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the notes issued under the Indenture, whether or not such payment shall be prohibited by the subordination provisions relating to the notes;

        (2)   default for 30 days or more in the payment when due of interest on or with respect to the notes issued under the Indenture, whether or not such payment shall be prohibited by the subordination provisions relating to the notes;

        (3)   failure by the Issuer to comply with its obligations under the first paragraph of "Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets;"

        (4)   failure by the Issuer to comply for 30 days after notice by the Trustee or the holders of not less than 30% in principal amount of the Notes then outstanding with any of its obligations in

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the covenants described above under "Repurchase at the Option of Holders—Change of Control" (other than a failure to purchase Notes) or "Repurchase at the Option of Holders—Asset Sales" (other than a failure to purchase Notes) or under "Certain Covenants" under "—Limitation on Restricted Payments", "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock", "—Liens", "—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries", "—Transactions with Affiliates", "—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries", "—Limitation on Other Senior Subordinated Indebtedness" or "—Reports and Other Information";

        (5)   failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the notes then outstanding and issued under the Indenture to comply with any of its other agreements contained in the Indenture or the notes;

        (6)   default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the notes, if both

        (A)  such default either results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and

        (B)  the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $40.0 million or more at any one time outstanding;

        (7)   failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $40.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

        (8)   certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary; or

        (9)   the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the related Indenture or the release of any such Guarantee in accordance with the Indenture.

        If any Event of Default (other than of a type specified in clause (8) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then outstanding notes issued under the Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes issued under the Indenture to be due and payable immediately; provided, however, that, so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of

        (1)   acceleration of any such Indebtedness under the Senior Credit Facilities, or

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        (2)   five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities.

        Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (8) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from Holders notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of such notes.

        The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding notes issued thereunder by notice to the Trustee may on behalf of the Holders of all of such notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium, if any, or the principal of any such note held by a non-consenting Holder. In the event of any Event of Default specified in clause (6) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose

        (x)   the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

        (y)   the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

        (z)   if the default that is the basis for such Event of Default has been cured.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

        (1)   such Holder has previously given the Trustee notice that an Event of Default is continuing;

        (2)   Holders of at least 30% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy;

        (3)   such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

        (4)   the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

        (5)   Holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

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        The Indenture provides that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, within five Business Days, upon becoming aware of any Default or Event of Default or any default under any document, instrument or agreement representing Indebtedness of the Issuer or any Guarantor, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        The obligations of the Issuer and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the notes issued under the Indenture. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes issued under the Indenture and have each Guarantor's obligation discharged with respect to its Guarantee ("Legal Defeasance") and cure all then existing Events of Default except for

        (1)   the rights of Holders of notes issued under the Indenture to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due solely out of the trust created pursuant to the Indenture,

        (2)   the Issuer's obligations with respect to notes issued under the Indenture concerning issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust,

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under "Events of Default" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes issued under the Indenture:

        (1)   the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the notes issued under the Indenture on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on the notes;

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        (2)   in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

        (A)  the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or

        (B)  since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit;

        (5)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

        (6)   the Issuer shall have delivered to the Trustee an opinion of counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title II of the United States Code;

        (7)   the Issuer shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

        (8)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel in the United States (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when either

        (a)   all such notes theretofore authenticated and delivered, except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

        (b)   (1)  all such notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under

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arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes issued thereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

        (3)   the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

        (4)   the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such notes at maturity or the redemption date, as the case may be.

        In addition, the Issuer must deliver an Officers' Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

        The registered Holder of a note will be treated as the owner of the note for all purposes.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, any related guarantee and the notes issued thereunder may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding and issued under the Indenture, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes issued under the Indenture, other than notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for notes).

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        The Indenture provides that, without the consent of each Holder affected, an amendment or waiver may not, with respect to any notes issued under the Indenture and held by a non-consenting Holder:

        (1)   reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver,

        (2)   reduce the principal of or change the fixed maturity of any such note or alter or waive the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "Repurchase at the Option of Holders"),

        (3)   reduce the rate of or change the time for payment of interest on any note,

        (4)   waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the notes issued under the Indenture, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any guarantee which cannot be amended or modified without the consent of all Holders,

        (5)   make any note payable in money other than that stated in the notes,

        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the notes,

        (7)   make any change in these amendment and waiver provisions,

        (8)   impair the right of any Holder to receive payment of principal of, or interest on such Holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's notes, or

        (9)   make any change in the subordination provisions of the Indenture that would adversely affect the Holders.

        Notwithstanding the foregoing, without the consent of any Holder, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture, any Guarantee or the notes:

        (1)   to cure any ambiguity, omission, mistake, defect or inconsistency;

        (2)   to provide for uncertificated notes in addition to or in place of certificated notes;

        (3)   to comply with the covenant relating to mergers, consolidations and sales of assets;

        (4)   to provide the assumption of the Issuer's or any Guarantor's obligations to Holders;

        (5)   to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

        (6)   to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

        (7)   to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

        (8)   to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof;

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        (9)   to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

        (10) to add a Guarantor under the Indenture;

        (11) to conform the text of the Indenture, Guarantees or the notes to any provision of this "Description of the Notes" to the extent that such provision in this "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the notes; or

        (12) making any amendment to the provisions of the Indenture relating to the transfer and legending of notes; provided, however, that (1) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (2) such amendment does not materially and adversely affect the rights of Holders to transfer notes.

        The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

        Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

        The Indenture provides that the Holders of a majority in principal amount of the outstanding notes issued thereunder will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

        The Indenture, the notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term "consolidated" with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

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        "Acquired Indebtedness" means, with respect to any specified Person,

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "Applicable Premium" means, with respect to any note on any Redemption Date, the greater of:

        (1)   1.0% of the principal amount of the note; and

        (2)   the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the note at October 1, 2008 (such redemption price being set forth in the table appearing above under the caption "Optional Redemption"), plus (ii) all required interest payments due on the note through October 1, 2008 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of the note.

        "Asset Sale" means

        (1)   the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a "disposition") or

        (2)   the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, in each case, other than:

        (a)   any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods held for sale in the ordinary course of business;

        (b)   the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under "Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets" or any disposition that constitutes a Change of Control pursuant to the Indenture;

        (c)   the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "Certain Covenants—Limitation on Restricted Payments";

        (d)   any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $20.0 million;

        (e)   any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

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        (f)    to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

        (g)   the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

        (h)   any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (h) of the definition of Permitted Investments);

        (i)    foreclosures on assets;

        (j)    sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

        (k)   any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture.

        "Board Resolution" means with respect to the Issuer, a duly adopted resolution of the Board of Directors of the Issuer or any committee thereof.

        "Business Day" means each day which is not a Legal Holiday.

        "Capital Stock" means

        (1)   in the case of a corporation, corporate stock,

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

        "Cash Equivalents" means

        (1)   United States dollars,

        (2)   Canadian dollars,

        (3)   (a)  euro, or any national currency of any participating member state in the European Union or,

        (b)   in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business,

        (4)   securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,

        (5)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one

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year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the case of domestic banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of foreign banks,

        (6)   repurchase obligations for underlying securities of the types described in clauses (4) and (5) entered into with any financial institution meeting the qualifications specified in clause (5) above,

        (7)   commercial paper rated at least P-1 by Moody's or at least A-1 by S&P and in each case maturing within 12 months after the date of creation thereof,

        (8)   marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody's or S&P, respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 12 months after the date of creation thereof,

        (9)   investment funds investing 95% of their assets in securities of the types described in clauses (1) through (8) above,

        (10) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P with maturities of 24 months or less from the date of acquisition and

        (11) Indebtedness or preferred stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 12 months or less from the date of acquisition.

        Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) above, provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

        "Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

        (2)   the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.

        "Color Prelude Acquisition" means the acquisition of Color Prelude, Inc. by IST Corp. on December 18, 2001.

        "Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

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        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

        (a)   consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities"), the interest component of Capitalized Lease Obligations and net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and any expensing of bridge, commitment and other financing fees), and

        (b)   consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued less

        (c)   interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

        (1)   any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to severance, relocation costs, new product introductions, one-time compensation charges, the Jostens Acquisition, the Color Prelude Acquisition, the Lehigh Press Acquisition and the Transactions) shall be excluded,

        (2)   the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

        (3)   any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

        (4)   any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Issuer, shall be excluded,

        (5)   the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

        (6)   solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of "Certain Covenants—Limitation on Restricted Payments", the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or

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governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

        (7)   effects of adjustments in any line item in such Person's consolidated financial statements required or permitted by the Financial Accounting Standards Board Statement Nos. 141 and 142 resulting from the application of purchase accounting in relation to the Transactions, the Jostens Acquisition, the Color Prelude Acquisition and the Lehigh Press Acquisition or any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,

        (8)   any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

        (9)   any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, and

        (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded.

        Notwithstanding the foregoing, for the purpose of the covenant described under "Certain Covenants—Limitation on Restricted Payments" only (other than clause (c)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

        "Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all preferred stock of the Restricted Subsidiaries, with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis in accordance with GAAP.

        For purposes hereof, the "Maximum Fixed Repurchase Price" of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Issuer.

        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

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        (1)   to purchase any such primary obligation or any property constituting direct or indirect security therefor,

        (2)   to advance or supply funds

        (A)  for the purchase or payment of any such primary obligation or

        (B)  to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

        (3)   to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

        "Credit Facilities" means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or commercial paper facilities with banks or other institutional lenders or investors or indentures providing for revolving credit loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against receivables, letters of credit or other long-term indebtedness, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock").

        "Debt to EBITDA Ratio" means, with respect to the Issuer for any period, the Issuer's ratio of (1) Consolidated Total Indebtedness as of the date of calculation (the "Debt to EBITDA Ratio Calculation Date") to (2) the EBITDA for the four full consecutive fiscal quarters immediately preceding the Debt to EBITDA Ratio Calculation Date for which financial information is available (the "Measurement Period").

        In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or preferred stock or consummates any Investments, acquisitions, dispositions, or mergers or consolidations subsequent to the commencement of the Measurement Period for which the Debt to EBITDA Ratio is being calculated but prior to or simultaneously with the Debt to EBITDA Ratio Calculation Date, then the Debt to EBITDA Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness or issuance or redemption of Disqualified Stock or preferred stock or Investment, acquisition, disposition, merger or consolidation, as if the same had occurred at the beginning of the Measurement Period. Any computations or pro forma calculations made pursuant to this "Debt to EBITDA Ratio" definition or clause (17) of the second paragraph of the covenant described under "—Limitation on Restricted Payments" shall be made in accordance with the provisions set forth in the second and third paragraphs of the definition of "Fixed Charge Coverage Ratio".

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Noncash Consideration" means the fair market value of noncash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by a senior vice president and the principal financial officer of the Issuer, less the

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amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

        "Designated Preferred Stock" means preferred stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate executed by a senior vice president and the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of the "Certain Covenants—Limitation on Restricted Payments" covenant.

        "Designated Senior Indebtedness" means

        (1)   any Indebtedness outstanding under the Senior Credit Facilities; and

        (2)   any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $25.0 million or more and that has been designated by the Issuer as "Designated Senior Indebtedness."

        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

        "Domestic Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

        (1)   increased (without duplication) by:

        (a)   provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus

        (b)   Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

        (c)   Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted in computing Consolidated Net Income, plus

        (d)   any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (1) such fees, expenses or charges related to the offering of the notes and the Credit Facilities and (2) any amendment or other modification of the Notes, and, in each case, deducted in computing Consolidated Net Income, plus

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        (e)   the amount of any restructuring charge deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities, plus

        (f)    any other non-cash charges, including any write off or write downs, reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus

        (g)   the amount of any minority interest expense deducted in such period in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests), plus

        (h)   the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors or any of their respective Affiliates, plus

        (i)    expenses consisting of internal software development costs that are expensed during the period but could have been capitalized under alternative accounting policies in accordance with GAAP, plus

        (j)    costs of surety bonds incurred in such period in connection with financing activities;

        (2)   decreased by (without duplication) non-cash items increasing Consolidated Net Income of such Person for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period; and

        (3)   increased or decreased by (without duplication):

        (a)   any net gain or loss resulting in such period from Hedging Obligations, plus or minus, as applicable

        (b)   without duplication, the Historical Adjustments incurred in such period.

        "EMU" means economic and monetary union as contemplated in the Treaty on European Union.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

        "Equity Offering" means any public or private sale of common stock or preferred stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than

        (1)   public offerings with respect to the Issuer's or any direct or indirect parent company's common stock registered on Form S-8;

        (2)   issuances to any Subsidiary of the Issuer; and

        (3)   any such public or private sale that constitutes an Excluded Contribution.

        "euro" means the single currency of participating member states of the EMU.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

        (a)   contributions to its common equity capital, and

        (b)   the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

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in each case designated as Excluded Contributions pursuant to an officers' certificate executed by a senior vice president and the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (c) of the first paragraph under "Certain Covenants—Limitation on Restricted Payments".

        "Existing Indebtedness" means Indebtedness of the Issuer or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.

        "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Fixed Charge Coverage Ratio Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        "Fixed Charges" means, with respect to any Person for any period, the sum of

        (a)   Consolidated Interest Expense of such Person for such period,

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        (b)   all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) or any Refunding Capital Stock of such Person made during such period, and

        (c)   all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.

        "Foreign Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

        "GAAP" means generally accepted accounting principles in the United States which are in effect on the Issue Date.

        "Government Securities" means securities that are

        (a)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

        (b)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

        "guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

        "Guarantee" means the guarantee by any Guarantor of the Issuer's Obligations under the Indenture.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

        "Historical Adjustments" means with respect to any Person, without duplication, the following items to the extent incurred prior to the Issue Date and, in each case, during the applicable period:

        (1)   fees for management advisory services paid by the Issuer or any of its Restricted Subsidiaries to DLJ Merchant Banking Partners III, L.P. and DLJ Merchant Banking Partners II, L.P. or any of their respective financial services Affiliates;

        (2)   adjustments in any line item in such Person's consolidated financial statements required or permitted by the Financial Accounting Standards Board Statement Nos. 141 and 142 resulting from the application of purchase accounting in relation to the Jostens Acquisition, the Color Prelude Acquisition and the Lehigh Press Acquisition;

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        (3)   gains (losses) from the early extinguishment of Indebtedness;

        (4)   transaction expenses incurred in connection with the Jostens Acquisition, the merger and recapitalization of Jostens in 2000 and the Lehigh Press Acquisition;

        (5)   the cumulative effect of a change in accounting principles;

        (6)   gains (losses), net of tax, from disposed or discontinued operations, including the discontinuance of Jostens' Recognition business;

        (7)   non-cash adjustments to LIFO reserves;

        (8)   gains (losses) attributable to the disposition of fixed assets; and

        (9)   other costs consisting of (i) one-time restructuring charges, (ii) one-time severance costs in connection with former employees, (iii) debt financing costs, (iv) unusual litigation expenses, (v) fees and expenses related to acquisitions and (vi) consulting services in connection with acquisitions.

        "Holdco" means Jostens Holding Corp.

        "Holder" means a holder of the notes.

        "Indebtedness" means, with respect to any Person,

        (1)   any indebtedness (including principal and premium) of such Person, whether or not contingent

        (a)   in respect of borrowed money,

        (b)   evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without double counting, reimbursement agreements in respect thereof),

        (c)   representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, or

        (d)   representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

        (2)   to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of another Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business, and

        (3)   to the extent not otherwise included, the obligations of the type referred to in clause (1) of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business or (B) obligations under or in respect of Receivables Facilities or (C) leases of precious metals used in the ordinary course of business of the Issuer and its Restricted Subsidiaries, whether or not accounted for as operating leases under GAAP.

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        "Independent Financial Advisor" means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

        "Initial Purchasers" means Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Banc of America Securities LLC, Calyon Securities (USA) Inc., CIT Capital Securities LLC, Greenwich Capital Markets, Inc., ING Financial Markets LLC and NatCity Investments, Inc.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" means

        (1)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

        (2)   debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries,

        (3)   investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution, and

        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "Certain Covenants—Limitation on Restricted Payments,"

        (1)   "Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to

        (x)   the Issuer's "Investment" in such Subsidiary at the time of such redesignation less

        (y)   the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

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        "Investors" means Kohlberg Kravis Roberts & Co. L.P., and DLJ Merchant Banking Partners III, L.P. and their respective Affiliates.

        "Issue Date" means October 4, 2004.

        "Issuer" means Jostens IH Corp., a Delaware corporation, and its successors.

        "Jostens Acquisition" means the acquisition of Jostens by affiliates of DLJ Merchant Banking Partners III L.P. on July 29, 2003.

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

        "Lehigh Press Acquisition" means the acquisition of Lehigh Press, Inc. by a subsidiary of Von Hoffmann Holdings Inc. on October 22, 2003.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

        "Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

        "Net Proceeds" means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Noncash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or Senior Subordinated Indebtedness required (other than required by clause (1) of the second paragraph of "Repurchase at the Option of Holders—Asset Sales") to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

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        "Officers' Certificate" means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in the Indenture.

        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the "Asset Sales" covenant.

        "Permitted Holders" means each of the Investors and their respective Affiliates and members of management of the Issuer who are shareholders of the Issuer on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors, Affiliates and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.

        "Permitted Investments" means

        (a)   any Investment in the Issuer or any Restricted Subsidiary;

        (b)   any Investment in cash and Cash Equivalents or Investment Grade Securities;

        (c)   any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is engaged in a Similar Business if as a result of such Investment

        (1)   such Person becomes a Restricted Subsidiary or

        (2)   such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

        (d)   any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "Repurchase at the Option of Holders—Asset Sales" or any other disposition of assets not constituting an Asset Sale;

        (e)   any Investment existing on the Issue Date;

        (f)    any Investment acquired by the Issuer or any Restricted Subsidiary

        (1)   in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable or

        (2)   as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (g)   Hedging Obligations permitted under clause (j) of the covenant described in "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" covenant;

        (h)   any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (h) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the

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proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $150 million and (y) 6.50% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (i)    Investments the payment for which consists of Equity Interests of the Issuer, or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph under the covenant described in "Certain Covenants—Limitations on Restricted Payments";

        (j)    guarantees of Indebtedness permitted under the covenant described in "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock;"

        (k)   any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under "Certain Covenants—Transactions with Affiliates" (except transactions described in clauses (2), (5) and (9) of such paragraph);

        (l)    Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

        (m)  additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $50.0 million and (y) 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (n)   Investments relating to any special purpose Wholly-Owned Subsidiary of the Issuer organized in connection with a Receivables Facility that, in the good faith determination of the Board of Directors of the Issuer, are necessary or advisable to effect such Receivables Facility;

        (o)   advances to employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

        (p)   loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business.

        "Permitted Junior Securities" means:

        (1)   Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or

        (2)   unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the notes and the Guarantees are subordinated to Senior Indebtedness under the Indenture;

provided that the term "Permitted Junior Securities" shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the notes for purposes of such plan of reorganization.

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        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

        (2)   Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

        (3)   Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   Liens securing Indebtedness permitted to be incurred pursuant to clause (d) or (l) of the second paragraph under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock";

        (7)   Liens existing on the Issue Date;

        (8)   Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

        (9)   Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

        (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock";

        (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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        (12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the Restricted Subsidiaries;

        (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

        (15) Liens in favor of the Issuer or any Guarantor;

        (16) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer's client at which such equipment is located;

        (17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

        (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

        (19) deposits made in the ordinary course of business to secure liability to insurance carriers; and

        (20) other Liens securing obligations incurred in the ordinary course of business which obligations do to exceed $25.0 million at any one time outstanding.

For purposes of this definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness.

        "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "preferred stock" means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

        "Qualified Proceeds" means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the board of directors in good faith.

        "Rating Agencies" mean Moody's and S&P or if Moody's or S&P or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer (as certified by a Board Resolution) which shall be substituted for Moody's or S&P or both, as the case may be.

        "Receivables Facility" means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer and the Restricted

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Subsidiaries pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to a Person that is not a Restricted Subsidiary.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

        "Registration Rights Agreement" means the Registration Rights Agreement dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Representative" means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary".

        "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

        "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such Person in contemplation of such leasing.

        "SEC" means the Securities and Exchange Commission.

        "Secondary Holdings" means Jostens Secondary Holdings Corp.

        "Secured Indebtedness" means any indebtedness of the Issuer secured by a Lien.

        "Securities Act" means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

        "Senior Credit Facilities" means the Credit Agreement entered into as of the Issue Date by and among the Issuer, Secondary Holdings, the lenders party thereto in their capacities as lenders thereunder, Credit Suisse First Boston, as Administrative Agent, and Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" above).

        "Senior Discount Indenture" means the indenture dated as of December 2, 2003, among Holdco as Issuer and BNY Midwest Trust Company, as Trustee.

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        "Senior Discount Notes" means the $247,200,000 principal amount at maturity of 10¹/4% senior discount notes due 2013 issued by Holdco pursuant to the Senior Discount Indenture and outstanding as of the Issue Date.

        "Senior Indebtedness" means

        (a)   all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Issuer or any Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings);

        (b)   all Hedging Obligations (and guarantees thereof) with respect to the Senior Credit Facilities, provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

        (c)   any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any subsidiary guarantee; and

        (d)   all Obligations with respect to the items listed in the preceding clauses (a), (b) and (c);

provided, however, that Senior Indebtedness shall not include:

        (1)   any obligation of such Person to the Issuer or any Subsidiary;

        (2)   any liability for federal, state, local or other taxes owed or owing by such Person;

        (3)   any accounts payable or other liability to trade creditors arising in the ordinary course of business;

        (4)   any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

        (5)   that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

        "Senior Subordinated Indebtedness" means

        (a)   with respect to the Issuer, Indebtedness which ranks equal in right of payment to the notes, and

        (b)   with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such Guarantor.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

        "Similar Business" means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

        "Special Interest" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

        "Subordinated Indebtedness" means

        (a)   with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the notes, and

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        (b)   with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the guarantee of such Guarantor under the Indenture.

        "Subsidiary" means, with respect to any Person,

        (1)   any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and

        (2)   any partnership, joint venture, limited liability company or similar entity of which

        (x)   more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

        (y)   such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        "Total Assets" means the total assets of the Issuer and the Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer.

        "Transaction Agreements" means the (1) the agreement and plan of merger dated as of July 21, 2004, among Fusion Acquisition LLC, VHH Merger, Inc. and Von Hoffmann Holdings Inc.; (2) the agreement and plan of merger dated as of July 21, 2004, among Fusion Acquisition Corp., AHI Merger, Inc. and AHC I Acquisition Corp and (3) the Contribution Agreement dated as of July 21, 2004, among Jostens Holding Corp. and Fusion Acquisition LLC, in each case as the same may be amended prior to the Issue Date.

        "Transactions" means the transactions contemplated by the Transaction Agreements, the notes and the Senior Credit Facilities as in effect on the Issue Date.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to October 1, 2008; provided, however, that if the period from the redemption date to October 1, 2008, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trustee" means The Bank of New York until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Subsidiary" means

        (1)   any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The board of directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness

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of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated), provided that

        (a)   any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer,

        (b)   such designation complies with the covenants described under "Certain Covenants—Limitation on Restricted Payments" and

        (c)   each of

        (1)   the Subsidiary to be so designated and

        (2)   its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

        The board of directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and either

        (1)   the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" or

        (2)   the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

        Any such designation by the board of directors of the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient obtained by dividing

        (1)   the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

        (2)   the sum of all such payments.

        "Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

        The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

185

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer and so notifies us, or causes us to be so notified in writing, we have agreed that for a period of 180 days after the consummation of the exchange offer or until such broker-dealer has sold all exchange notes held by it, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

        We will not receive any proceeds from any exchange of outstanding notes for exchange notes or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and, except in certain circumstances, the expenses of counsel and other advisors of the holders and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

186

LEGAL MATTERS

        The validity of the exchange notes offered hereby will be passed upon by Simpson Thacher & Bartlett LLP, New York, New York. In rendering its opinion, Simpson Thacher & Bartlett LLP will rely upon the opinion of Paula R. Johnson, General Counsel of Jostens, Inc., as to all matters governed by the laws of the State of Minnesota and the opinion of Cozen O'Connor as to all matters governed by the laws of the Commonwealth of Pennsylvania. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitment of funds controlled by KKR.

EXPERTS

        The combined financial statements of JIHC, Von Hoffmann Holdings Inc. and AHC I Acquisition Corp. as of January 3, 2004 and for the period from July 30, 2003 to January 3, 2004 appearing in this prospectus and registration statement, have been audited by Ernst & Young LLP, Independent Registered Public Accounting Firm, as stated in their report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements of Jostens IH Corp. as of January 3, 2004 and for the period from July 30, 2003 to January 3, 2004 and the period from December 29, 2002 to July 29, 2003, appearing in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report appearing herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements of Von Hoffmann Holdings Inc. as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, appearing in this prospectus and registration statement, have been audited by Ernst & Young LLP, Independent Registered Public Accounting Firm, as stated in their report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements of Jostens, Inc. and its subsidiaries as of December 28, 2002 and for each of the two years in the period ended December 28, 2002, included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of AHC I Acquisition Corp. and its subsidiaries as of June 30, 2004 and for each of the three years in the period ended June 30, 2004, included in this prospectus have been so included in the reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

187

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page Number
COMBINED FINANCIAL STATEMENTS OF JOSTENS IH CORP., VON HOFFMANN HOLDINGS INC. AND AHC I ACQUISITION CORP.:
	Annual Financial Statements
		Report of Independent Registered Public Accounting Firm	F-3
		Report of Independent Auditors	F-4
		Statements of Operations for the five months ended January 3, 2004, the seven months ended July 29, 2003 and the fiscal years ended December 28, 2002 and December 29, 2001	F-5
		Balance Sheets at January 3, 2004 and December 28, 2002	F-6
		Statements of Cash Flows for the five months ended January 3, 2004, the seven months ended July 29, 2003 and the fiscal years ended December 28, 2002 and December 29, 2001	F-7
		Statements of Changes in Shareholders' Equity (Deficit) for the five months ended January 3, 2004, the seven months ended July 29, 2003 and the fiscal years ended December 28, 2002 and December 29, 2001	F-8
		Notes to the Financial Statements	F-10
	Interim Financial Statements
		Condensed Statements of Operations (unaudited) for the six months ended July 3, 2004 and June 28, 2003	F-63
		Condensed Balance Sheets (unaudited) at July 3, 2004 and June 28, 2003	F-64
		Condensed Statements of Cash Flows (unaudited) for the six months ended July 3, 2004 and June 28, 2003	F-65
		Notes to Condensed Financial Statements (unaudited)	F-66
CONSOLIDATED FINANCIAL STATEMENTS OF JOSTENS IH CORP.:
	Annual Financial Statements
		Report of Independent Registered Public Accounting Firm	F-84
		Report of Independent Auditors	F-85
		Consolidated Statements of Operations for the five months ended January 3, 2004, the seven months ended July 29, 2003 and the fiscal years ended December 28, 2002 and December 29, 2001	F-86
		Consolidated Balance Sheets at January 3, 2004 and December 28, 2002	F-87
		Consolidated Statements of Cash Flows for the five months ended January 3, 2004, the seven months ended July 29, 2003 and the fiscal years ended December 28, 2002 and December 29, 2001	F-88
		Consolidated Statements of Changes in Shareholders' Equity (Deficit) for the five months ended January 3, 2004, the seven months ended July 29, 2003 and the fiscal years ended December 28, 2002 and December 29, 2001	F-89
		Notes to Consolidated Financial Statements	F-90
	Interim Financial Statements
		Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended July 3, 2004 and June 28, 2003	F-120
		Condensed Consolidated Balance Sheets (unaudited) at July 3, 2004 and June 28, 2003	F-121
		Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended July 3, 2004 and June 28, 2003	F-122
		Notes to Condensed Consolidated Financial Statements (unaudited)	F-123

F-1

CONSOLIDATED FINANCIAL STATEMENTS OF VON HOFFMANN HOLDINGS INC.:
	Annual Financial Statements
		Report of Independent Registered Public Accounting Firm	F-133
		Consolidated Balance Sheets at December 31, 2003 and 2002	F-134
		Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001	F-135
		Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2003, 2002 and 2001	F-136
		Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001	F-137
		Notes to Consolidated Financial Statements	F-138
	Interim Financial Statements
		Consolidated Balance Sheet (unaudited) at June 30, 2004 and 2003	F-156
		Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2004 and 2003	F-157
		Consolidated Statements of Operations (unaudited) for the six months ended June 30, 2004 and 2003	F-158
		Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2004 and 2003	F-159
		Notes to Consolidated Financial Statements (unaudited)	F-160
CONSOLIDATED FINANCIAL STATEMENTS OF AHC I ACQUISITION CORP. AND SUBSIDIARIES:
	Annual Financial Statements
		Report of Independent Auditors	F-166
		Consolidated Balance Sheets at June 30, 2004 and 2003	F-167
		Consolidated Statements of Operations for the years ended June 30, 2004, 2003 and 2002	F-168
		Consolidated Statements of Stockholder's Equity for the years ended June 30, 2004, 2003 and 2002	F-169
		Consolidated Statements of Cash Flows for the years ended June 30, 2004, 2003 and 2002	F-170
		Notes to Consolidated Financial Statements	F-171

F-2

Report of Independent Registered Public Accounting Firm

The Shareholder and Board of Directors
Jostens IH Corp.

        We have audited the accompanying combined balance sheet of Jostens IH Corp. and subsidiaries, Von Hoffmann Holdings Inc. and subsidiaries, and AHC I Acquisition Corp. and subsidiaries as of January 3, 2004 (successor), the related combined statements of operations, changes in shareholders' equity (deficit), and cash flows for the period from July 30, 2003 to January 3, 2004 (successor, five months) and the related consolidated statements of operations, changes in shareholders' equity (deficit), and cash flows of Jostens, Inc. and subsidiaries for the period from December 29, 2002 to July 29, 2003 (predecessor, seven months). These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the combined and consolidated financial statements referred to above present fairly, in all material respects, the combined financial position of Jostens IH Corp. and subsidiaries, Von Hoffmann Holdings Inc. and subsidiaries, and AHC I Acquisition Corp. and subsidiaries as of January 3, 2004, the combined results of their operations and their cash flows for the period from July 30, 2003 to January 3, 2004, and the consolidated results of operations and cash flows of Jostens, Inc. and subsidiaries for the period from December 29, 2002 to July 29, 2003, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 1 to the combined and consolidated financial statements, Jostens IH Corp. and AHC I Acquisition Corp. adopted Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity, effective June 29, 2003 and changed their method of accounting for redeemable preferred stock.

Minneapolis, Minnesota
May 12, 2004

F-3

Report of Independent Auditors

To the Shareholder and Board of Directors of Jostens, Inc.:

        In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in shareholders' equity (deficit) and of cash flows present fairly, in all material respects, the consolidated financial position of Jostens, Inc. and its subsidiaries at December 28, 2002, and the consolidated results of their operations and their cash flows for each of the two fiscal years in the period ended December 28, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Jostens, Inc.'s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 8 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," on December 30, 2001.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 12, 2003

F-4

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

		Combined (Successor)			Jostens, Inc. (Predecessor)
		Five Months 2003			Seven Months 2003			2002			2001
		In thousands
Net sales		$	486,358		$	504,058		$	755,984		$	736,560
Cost of products sold			323,779			218,594			315,961			311,212
	Gross profit		162,579			285,464			440,023			425,348
Selling and administrative expenses			166,100			196,430			306,449			300,927
Transaction costs			226			30,960			—			—
Special charges			—			—			—			2,540
	Operating (loss) income		(3,747	)		58,074			133,574			121,881
Interest income			430			82			1,109			2,269
Interest expense			(67,121	)		(32,528	)		(68,435	)		(79,035	)
Loss on redemption of debt			(503	)		(13,878	)		(1,765	)		—
Other			(325	)		—			—			—
	(Loss) income from continuing operations before income taxes		(71,266	)		11,750			64,483			45,115
Benefit from (provision for) income taxes			19,618			(8,695	)		(36,214	)		(18,575	)
	(Loss) income from continuing operations		(51,648	)		3,055			28,269			26,540
Discontinued operations:
	Gain (loss) from discontinued operations, net of income tax provision (benefit) of $863 and $(3,422)		1,351			—			—			(5,614	)
	Gain (loss) on disposal, net of income tax provision (benefit) of $1,071 and $(10,623)		—			—			1,637			(16,826	)
Gain (loss) on discontinued operations, net of tax			1,351			—			1,637			(22,440	)
Cumulative effect of accounting change			—			4,585			—			—
	Net (loss) income		(50,297	)		7,640			29,906			4,100
Dividends and accretion on redeemable preferred shares			—			(6,525	)		(11,747	)		(10,202	)
	Net (loss) income available to common shareholders	$	(50,297	)	$	1,115		$	18,159		$	(6,102	)

The accompanying notes are an integral part of the financial statements.

F-5

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

BALANCE SHEETS

		Combined (Successor)			Jostens, Inc. (Predecessor)
		January 3, 2004			December 28, 2002
		In thousands
ASSETS
Cash and cash equivalents		$	43,692		$	10,938
Accounts receivable, net			125,975			59,027
Inventories, net			109,940			69,348
Deferred income taxes			4,402			13,631
Salesperson overdrafts, net of allowance of $10,953 and $8,034, respectively			30,062			25,585
Prepaid expenses and other current assets			18,333			8,614
Assets held for sale			59,652			—
	Total current assets		392,056			187,143
Property, plant, and equipment, net			245,448			65,448
Goodwill			1,129,965			14,450
Intangibles, net			684,285			479
Deferred financing costs, net			38,836			22,665
Pension assets, net			—			21,122
Other assets			10,997			16,214
		$	2,501,587		$	327,521
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Short-term borrowings		$	16,451		$	8,960
Accounts payable			37,206			13,893
Accrued employee compensation and related taxes			39,996			31,354
Commissions payable			18,599			15,694
Customer deposits			150,336			133,840
Income taxes payable			9,636			7,316
Interest payable			22,862			10,789
Current portion of long-term debt			2,000			17,094
Deferred income taxes			4,283			—
Other accrued liabilities			21,244			14,968
Current liabilities of discontinued operations			3,100			4,323
	Total current liabilities		325,713			258,231
Long-term debt less current maturities			1,306,675			563,334
Redeemable preferred stock (liquidation preference: $222,561)			258,787			—
Deferred income taxes			260,782			9,668
Pension liabilities, net			18,695			—
Other noncurrent liabilities			16,843			7,978
	Total liabilities		2,187,495			839,211
Commitments and contingencies
Redeemable preferred stock (liquidation preference: $86,318)			—			70,790
Common stock:
Jostens, Inc.			—			1,003
Von Hoffmann Holdings, Inc.			916			—
AHC I Acquisition Corp			161			—
Additional paid-in capital			542,938			—
Additional paid-in capital warrants			—			20,964
Treasury stock			(8,470	)		—
Carryover basis adjustment			(15,730	)		—
Accumulated deficit			(206,101	)		(592,005	)
Accumulated other comprehensive income (loss)			906			(10,817	)
Officer notes receivable			(528	)		(1,625	)
	Total shareholders' equity (deficit)		314,092			(582,480	)
		$	2,501,587		$	327,521

The accompanying notes are an integral part of the financial statements.

F-6

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

			Combined (Successor)			Jostens, Inc. (Predecessor)
			Five Months 2003			Seven Months 2003			2002			2001
			In thousands
Net (loss) income			$	(50,297	)	$	7,640		$	29,906		$	4,100
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
	Depreciation			26,200			12,649			24,645			25,910
	Amortization of debt discount, premium, and deferred financing costs			3,376			3,112			7,422			6,960
	Other amortization			21,069			1,939			2,252			2,708
	Depreciation and amortization of discontinued operations			—			—			—			1,202
	Accrued interest on redeemable preferred stock			22,498			842			—			—
	Deferred income taxes			(21,453	)		(1,500	)		11,805			(2,237	)
	Loss on sale/disposal of property, plant, and equipment, net			338			—			—			—
	Loss on redemption of debt			503			13,878			1,765			—
	Cumulative effect of accounting change, net of tax			—			(4,585	)		—			—
	Other			—			2,765			(959	)		3,038
	Changes in assets and liabilities:
		Accounts receivable		17,386			4,576			(2,789	)		8,706
		Inventories		29,083			14,293			1,166			20,716
		Salesperson overdrafts		(4,840	)		1,645			2,452			(810	)
		Prepaid expenses and other current assets		(4,928	)		3,405			(891	)		2,423
		Assets held for sale		(4,652	)		—			—			—
		Pension liabilities/assets		—			(750	)		(5,983	)		(6,875	)
		Accounts payable		11,468			(5,969	)		(4,828	)		(5,709	)
		Accrued employee compensation and related taxes		5,582			(9,998	)		3,962			(3,434	)
		Commissions payable		(24,953	)		25,632			(2,945	)		(1,256	)
		Customer deposits		90,845			(76,069	)		7,440			17,552
		Income taxes payable		(13,081	)		8,288			(9,624	)		1,785
		Interest payable		871			(6,750	)		222			471
		Net liabilities of discontinued operations		(326	)		(897	)		(5,159	)		6,982
		Other		(2,155	)		(939	)		(4,387	)		(10,585	)
		Net cash provided by (used in) operating activities		102,534			(6,793	)		55,472			71,647
Acquisition of businesses, net of cash acquired				(531,752	)		(5,008	)		—			—
Purchases of property, plant, and equipment				(20,700	)		(6,129	)		(22,843	)		(22,205	)
Purchases of property, plant, and equipment related to discontinued operations				—			—			—			(496	)
Proceeds from sale of property, plant, and equipment				198			90			1,256			4,204
Proceeds from sale of business				—			—			—			2,500
Other investing activities, net				(93	)		(828	)		(1,225	)		168
		Net cash used in investing activities		(552,347	)		(11,875	)		(22,812	)		(15,829	)
Net short-term borrowings				11,658			1,500			8,960			—
Repurchase of common stock and warrants				—			(471,044	)		(2,851	)		(396	)
Principal payments on long-term debt				(25,875	)		(379,270	)		(60,855	)		(38,874	)
Redemption of senior subordinated notes payable				(9,325	)		—			(8,456	)		—
Proceeds from issuance of long-term debt				3,705			475,000			—			—
Proceeds from issuance of common stock				337,934			417,934			—			—
Debt financing costs				(3,504	)		(20,212	)		(1,620	)		—
Proceeds from issuance of senior notes				62,850			—			—			—
Proceeds from issuance of preferred stock				100,000			—			—			—
Repayment of preferred stock				(102,820	)		—			—			—
Contribution from Jostens Holding Corp.				102,820			—			—			—
Merger costs				—			(12,608	)		—			—
Other financing activities, net				—			1,625			—			—
		Net cash provided by (used in) financing activities		477,443			12,925			(64,822	)		(39,270	)
Effect of exchange rate changes on cash and cash equivalents				144			236			—			—
Increase (decrease) in cash and cash equivalents				27,774			(5,507	)		(32,162	)		16,548
Cash and cash equivalents, beginning of period				15,918			10,938			43,100			26,552
Cash and cash equivalents, end of period			$	43,692		$	5,431			10,938		$	43,100
Supplemental information
Income taxes paid			$	30,344		$	1,895		$	31,492		$	5,004
Interest paid			$	25,132		$	32,162		$	61,542		$	71,604

The accompanying notes are an integral part of the financial statements.

F-7

JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

	Common shares
								Additional paid-in capital warrants									Accumulated other comprehensive income (loss)
Jostens, Inc. (Predecessor)						Additional paid-in capital					Officer notes receivable			Accumulated deficit
	Number		Amount																	Total
Balance—December 30, 2000	8,993		$	1,015		$	—	$	24,733		$	(1,775	)	$	(604,102	)	$	(6,191	)	$	(586,320	)
Net income	—			—			—		—			—			4,100						4,100
Change in cumulative translation adjustment	—			—			—		—			—			—			(1,502	)		(1,502	)
Transition adjustment relating to the adoption of SFAS No. 133, net of $1,194 tax	—			—			—		—			—			—			(1,821	)		(1,821	)
Change in fair value of interest rate swap agreement, net of $1,021 tax	—			—			—		—			—			—			(1,566	)		(1,566	)
Adjustment in minimum pension liability, net of $931 tax	—			—			—		—			—			—			(1,423	)		(1,423	)
Comprehensive loss																					(2,212	)
Preferred stock dividends	—			—			—		—			—			(9,670	)		—			(9,670	)
Preferred stock accretion	—			—			—		—			—			(532	)		—			(532	)
Repurchase of common stock	(28	)		(9	)		—		—			368			(755	)		—			(396	)
Balance—December 29, 2001	8,965			1,006			—		24,733			(1,407	)		(610,959	)		(12,503	)		(599,130	)
Net income	—			—			—		—			—			29,906			—			29,906
Change in cumulative translation adjustment	—			—			—		—			—			—			579			579
Change in fair value of interest rate swap agreement, net of $1,351 tax	—			—			—		—			—			—			2,065			2,065
Adjustment in minimum pension liability, net of $627 tax	—			—			—		—			—			—			(958	)		(958	)
Comprehensive income																					31,592
Preferred stock dividends	—			—			—		—			—			(11,097	)		—			(11,097	)
Preferred stock accretion	—			—			—		—			—			(650	)		—			(650	)
Repurchase of common stock	(9	)		(3	)		—		—			126			(268	)		—			(145	)
Reacquisition of warrants to purchase common shares	—			—			—		(3,769	)		—			1,063			—			(2,706	)
Interest accrued on officer notes receivable	—			—			—		—			(344	)		—			—			(344	)
Balance—December 28, 2002	8,956			1,003			—		20,964			(1,625	)		(592,005	)		(10,817	)		(582,480	)
Net income	—			—			—		—			—			7,640			—			7,640
Change in cumulative translation adjustment	—			—			—		—			—			—			(278	)		(278	)
Change in fair value of interest rate swap agreement, net of $846 tax	—			—			—		—			—			—			1,293			1,293
Comprehensive income																					8,655
Preferred stock dividends	—			—			—		—			—			(6,148	)		—			(6,148	)
Preferred stock accretion	—			—			—		—			—			(377	)		—			(377	)
Payment on officer notes receivable	—			—			—		—			1,625			—			—			1,625
Repurchase of common stock and warrants	(8,956	)		(1,003	)		—		(20,964	)		—			(449,077	)		—			(471,044	)
Issuance of common stock	1			—			417,934		—			—			—			—			417,934
Effect of purchase accounting	—			—			—		—			—			1,039,967			9,802			1,049,769
Balance—July 29, 2003	1		$	—		$	417,934	$	—		$	—		$	—		$	—		$	417,934

The accompanying notes are an integral part of the financial statements.

F-8

JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(CONTINUED)

	Jostens IH Corp. (Successor) Common Stock			Von Hoffmann Holdings, Inc. Common Stock			AHC Acquisitions Corp. I Common Stock
																					Accumulated other comprehensive income
Combined (Successor)										Additional paid-in capital		Treasury stock			Carryover basis adjustment			Accumulate deficit					Officer notes receivable
	Shares	Dollars		Shares	Dollars		Shares	Dollars																		Total
	In thousands
Jostens IH Corp.	1	$	—	—	$	—	—	$	—	$	317,934	$	—		$	—		$	—		$	—	$	—		$	317,934
Von Hoffmann	—		—	71,594		716	—		—		86,434		(8,470	)		—			(52,013	)		—		(509	)		26,158
Arcade	—		—	—		—	16,111		161		15,950		—			(15,730	)		(103,791	)		350		—			(103,060	)
Combined Balance—July 29, 2003	1		—	71,594		716	16,111		161		420,318		(8,470	)		(15,730	)		(155,804	)		350		(509	)		241,032
Net loss	—		—	—		—	—		—		—		—			—			(50,297	)		—		—			(50,297	)
Other comprehensive income, net of tax foreign currency translation adjustment	—		—	—		—	—		—		—		—			—			—			556		—			556
Comprehensive loss																											(49,741	)
Contribution from Jostens Holding Corp.	—		—	—		—	—		—		102,820		—			—			—			—		—			102,820
Issuance of common stock	—		—	20,000		200	—		—		19,800		—			—			—			—		(19	)		19,981
Ending Balance—January 3, 2004	1	$	—	91,594	$	916	16,111	$	161	$	542,938	$	(8,470	)	$	(15,730	)	$	(206,101	)	$	906	$	(528	)	$	314,092

The accompanying notes are an integral part of the financial statements.

F-9

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

Basis of Presentation

        As a result of the merger transaction as discussed in Note 2, Jostens IH Corp. applied purchase accounting and a new basis of accounting began after July 29, 2003. Fiscal 2003 includes a predecessor period from December 29, 2002 to July 29, 2003 (seven months) and a successor period from July 30, 2003 to January 3, 2004 (five months). The financial statements for the predecessor period are those of Jostens, Inc. and its wholly owned subsidiaries. The financial statements for the successor period are presented on a combined basis and include the accounts of Jostens IH Corp. and subsidiaries (Jostens), Von Hoffmann Holdings Inc. and subsidiaries (Von Hoffmann), and AHC I Acquisition Corp. and subsidiaries (Arcade) (combined, "the Companies"), which are held under common ownership by DLJ Merchant Bankers (DLJ).

        Jostens, 82% indirectly owned by DLJ, is a provider of school-related affinity products and services in three major product categories: yearbooks, class rings, and graduation products, which includes diplomas, graduation regalia, such as caps and gowns, accessories, and fine paper announcements. Jostens is also a provider of school photography products and services in Canada and has a small but growing presence in the United States. Jostens utilizes a 52-/53-week fiscal year ending on the Saturday nearest December 31. The post-merger period in 2003 and fiscal years 2002 and 2001 ended on January 3, 2004, December 28, 2002, and December 29, 2001, respectively. The combined pre-merger and post-merger periods in 2003 consisted of 53 weeks while fiscal years 2002 and 2001 each consisted of 52 weeks.

        Von Hoffmann, 99% owned by DLJ, is a manufacturer of four-color casebound and softcover educational textbooks and related components for major publishers of books in the United States. Included in the accounts of Von Hoffmann are the results of its wholly owned subsidiary, Von Hoffmann Corporation (the Subsidiary). Von Hoffmann utilizes a calendar fiscal year and is combined as of December 31, 2003 and for the period from August 1, 2003 to December 31, 2003.

        Arcade, 99% owned by DLJ, is a global marketer and manufacturer of multisensory marketing, interactive advertising, and sampling systems that utilize various technologies that engage the senses of touch, sight, and smell. Arcade utilizes a fiscal year-end of June 30 and is combined as of December 31, 2003 and for the period from August 1, 2003 to December 31, 2003.

Reclassifications

        Certain reclassifications of previously reported amounts have been made to conform to the current year presentation and to conform with recent accounting pronouncements and guidance. The reclassifications had no impact on net earnings as previously reported.

Use of Estimates

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Companies to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

        All investments with an original maturity of three months or less on their acquisition date are considered to be cash equivalents.

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Allowance for Doubtful Accounts

        The Companies make estimates of potentially uncollectible customer accounts receivable and evaluate the adequacy of the allowance on a periodic basis. The evaluation includes historical loss experience, the length of time receivables are past due, adverse situations that may affect a customer's ability to repay, and prevailing economic conditions. The Companies make adjustments to the allowance balance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective, and estimates may be revised as more information becomes available.

Allowance for Sales Returns

        The Companies make estimates of potential future product returns related to current period product revenue. They evaluate the adequacy of the allowance on a periodic basis. This evaluation includes historical returns experience, changes in customer demand and acceptance of their products, and prevailing economic conditions. The Companies make adjustments to the allowance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective, and estimates may be revised as more information becomes available.

Allowance for Salesperson Overdrafts

        Jostens makes estimates of potentially uncollectible receivables arising from sales representative draws paid in excess of earned commissions. For veteran sales representatives, these estimates are based on historical commissions earned and the length of service. For newer sales representatives, receivables arising from draws paid in excess of earned commissions are fully reserved. Jostens evaluates the adequacy of the allowance on a periodic basis. The evaluation includes historical loss experience, the length of time receivables are past due, adverse situations that may affect a sales representative's ability to repay, and prevailing economic conditions. Jostens makes adjustments to the allowance balance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.

Inventories

        Inventories are stated at the lower of cost or market value. Cost is determined by using standard costing, which approximates the first-in, first-out (FIFO) method for all inventories except gold, certain other precious metals, and paper, which are determined using the last-in, first-out (LIFO) method. Cost includes direct materials, direct labor, and applicable overhead. LIFO inventories were $26.3 million at the end of 2003 and $0.1 million at the end of 2002 and approximated replacement cost in both years. Obsolescence reserves are provided as necessary in order to approximate inventories at market value.

Property, Plant, and Equipment

        Property, plant, and equipment are stated at historical cost except that Jostens adjusted its property, plant, and equipment to fair value in accordance with applying purchase accounting in conjunction with the merger on July 29, 2003. Maintenance and repairs are charged to operations as

F-11

incurred. Major renewals and betterments are capitalized. Depreciation is determined for financial reporting purposes by using the straight-line method over the following estimated useful lives:

	Years
Buildings	7 to 40
Machinery and equipment	3 to 12
Capitalized software	2 to 5
Transportation equipment	4 to 10
Furniture and fixtures	3 to 7
Leasehold improvements	1 to 3

Capitalization of Internal-Use Software

        Costs of software developed or obtained for internal use are capitalized once the preliminary project stage has concluded, management commits to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized costs include only (1) external direct costs of materials and services consumed in developing or obtaining internal-use software; (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software project; and (3) interest costs incurred, when material, while developing internal-use software. Capitalization of costs ceases when the project is substantially complete and ready for its intended use.

Goodwill and Other Intangible Assets

        Goodwill and other intangible assets are originally recorded at their fair values at the date of acquisition. Goodwill and indefinite-lived intangibles are no longer amortized, but are tested annually for impairment, or more frequently if impairment indicators occur. Prior to fiscal 2002, goodwill and intangibles were amortized over their estimated useful lives, not to exceed a period of 40 years. Definite-lived intangibles are amortized over their estimated useful lives and are evaluated for impairment annually, or more frequently if impairment indicators are present, using a process similar to that used to test other long-lived assets for impairment.

Impairment of Long-Lived Assets

        Long-lived assets, including intangible assets with finite lives, are evaluated in compliance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss is recognized whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. In applying SFAS No. 144, assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Companies consider historical performance and future estimated results in their evaluation of impairment. If the carrying amount of the asset exceeds the expected undiscounted future cash flows, the Companies measure the amount of impairment by comparing the carrying amount of the asset to its fair value, generally measured by discounting the expected future cash flows at the rate the Companies utilize to evaluate potential investments.

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Customer Deposits

        Amounts received from customers in the form of cash down payments to purchase goods are recorded as a liability until the goods are delivered.

Income Taxes

        Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense represents the taxes payable for the year and the change in deferred taxes during the year. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Revenue Recognition

        Revenue is recognized when the earnings process is complete, evidenced by an agreement between the Companies and the customer, delivery and acceptance has occurred, collectibility is probable, and pricing is fixed and determinable.

Shipping and Handling

        Net sales include amounts billed to customers for shipping and handling costs. Costs incurred for shipping and handling are recorded in cost of products sold.

Foreign Currency Translation

        Assets and liabilities denominated in foreign currency are translated at the current exchange rate as of the balance sheet date, and income statement amounts are translated at the average monthly exchange rate. Translation adjustments resulting from fluctuations in exchange rates are recorded in other comprehensive income (loss).

Supplier Concentration

        Jostens purchases substantially all precious, semiprecious, and synthetic stones from a single supplier located in Germany. Jostens believes this supplier is also a supplier to their major class ring competitors in the United States.

        Arcade's products that account for a significant portion of their net sales utilize specific grades of paper that are produced exclusively for Arcade by one domestic supplier or specific component materials that are sourced from one qualified supplier.

Derivative Financial Instruments

        All derivatives are accounted for in accordance with SFAS No. 133, Accounting for Derivatives and Hedging Activities, as amended. SFAS No. 133 requires that they recognize all derivatives on the balance sheet at fair value and establish criteria for designation and effectiveness of hedging relationships. Effective December 31, 2000, the beginning of fiscal year 2001, Jostens adopted SFAS No. 133 and recognized a $1.8 million, net-of-tax cumulative effect adjustment in other comprehensive income (loss).

F-13

Changes in the fair value of derivatives are recorded in earnings or other comprehensive income (loss), based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income (loss) are reclassified into earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion of a derivative's change in fair value is recognized in earnings in the current period.

Stock-Based Compensation

        The Companies apply the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for stock options granted to employees and nonemployee directors. Accordingly, no compensation cost has been reflected in net income for these plans since all options are granted at or above fair value. The following table illustrates the effect on net income (loss) if Jostens had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation. For the successor period, the Companies' pro forma net loss incorporating the amortization of the stock-based compensation expense would not have been materially different from reported net loss.

	Jostens, Inc. (Predecessor)
	Seven Months 2003			2002			2001
	In thousands
Net income (loss) available to common shareholders
As reported	$	1,115		$	18,159		$	(6,102	)
Add stock-based employee compensation expense included in reported net income available to common shareholders, net of tax effects		7,608			—			—
Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax effects		(2,184	)		(483	)		(375	)
Pro forma net income (loss) available to common shareholders	$	6,539		$	17,676		$	(6,477	)

New Accounting Standards

SFAS No. 143—Accounting for Asset Retirement Obligations

        In the first quarter of fiscal 2003, the Companies adopted SFAS No. 143, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Adoption of SFAS No. 143 had no impact on the financial statements.

SFAS No. 146—Accounting for Costs Associated With Exit or Disposal Activities

        In the first quarter of fiscal 2003, the Companies adopted SFAS No. 146, which requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and be measured at fair value. Adoption of SFAS No. 146 had no impact on the financial statements.

F-14

SFAS No. 150—Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity

        As of June 29, 2003, the Companies adopted SFAS No. 150, which establishes guidance for how certain financial instruments with characteristics of both liabilities and equity are classified and requires that a financial instrument that is within its scope be classified as a liability (or as an asset in some circumstances). Jostens determined that the characteristics of its redeemable preferred stock were such that the securities should be classified as a liability and recognized a $4.6 million cumulative effect of a change in accounting principle upon adoption. Restatement of prior periods was not permitted. Jostens assessed the value of the redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, thus recognizing a discount of $19.7 million. The redeemable preferred stock was reclassified to the liabilities section of the balance sheet and the preferred dividend and related discount amortization were subsequently recorded as interest expense in its results of operations rather than as a reduction to retained earnings. Jostens did not provide any tax benefit in connection with the cumulative effect adjustment because payment of the related preferred dividend and the discount amortization are not tax-deductible.

        The assessment performed by Arcade of its mandatorily redeemable senior preferred stock did not result in an adjustment and the mandatorily redeemable senior preferred stock was appropriately reclassified to a liability on July 1, 2003.

        Unaudited pro forma amounts assuming the change in accounting principle had been in effect since the beginning of 2001 are as follows:

	Combined (Successor)			Jostens, Inc. (Predecessor)
	Five Months 2003			Seven Months 2003			2002			2001
	In thousands
Net (loss) income available to common shareholders
As reported	$	(50,297	)	$	1,115		$	18,159		$	(6,102	)
Dividends and accretion on redeemable preferred shares previously reported		—			6,525			11,747			10,202
Reverse cumulative effect of accounting change		—			(4,585	)		—			—
Pro forma interest expense		—			(5,528	)		(10,395	)		(8,788	)
Pro forma net (loss) income available to common shareholders	$	(50,297	)	$	(2,473	)	$	19,511		$	(4,688	)

SFAS No. 132 (Revised)—Employers' Disclosures About Pensions and Other Postretirement Benefits

        As of January 3, 2004, the Companies adopted the provisions of SFAS No. 132 (Revised), which amends the disclosure requirements of SFAS No. 132 to require more complete information in both annual and interim financial statements about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and postretirement benefit plans. A discussion of the accounting policy and the required disclosures under the revised provisions of SFAS No. 132 are included in Note 15. Adoption of this statement had no impact on the financial statements.

F-15

FSP 106-1—Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003

        On December 8, 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor's postretirement health care plans. In accordance with Financial Accounting Standards Board (FASB) Staff Position (FSP) 106-1, all amounts are presented without reflecting any potential effects of the Act. On May 19, 2004, the FASB issued FSP 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003, which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit cost to reflect the effects of the Act in the first interim period beginning after June 15, 2004. The Companies do not expect the adoption of the Act to have a material impact on the consolidated and combined financial statements.

2.    Jostens Merger

        On June 17, 2003, Jostens Holding Corp. (JHC), the parent of Jostens IH Corp., entered into a merger agreement with Jostens, Inc. and Ring Acquisition Corp., an entity organized by JHC, for the sole purpose of effecting its acquisition of Jostens, Inc. On July 29, 2003, Ring Acquisition Corp. merged with and into Jostens, Inc., with Jostens, Inc. becoming the surviving company and an indirect subsidiary of JHC (the merger).

        In connection with the merger, JHC invested $317.9 million into JIHC, a controlled subsidiary of JHC and the direct parent of Jostens, Inc. Following the merger, JIHC used the $317.9 million, along with $100.0 million of proceeds from the issuance of redeemable preferred stock to the DLJMB Funds, to make a capital contribution of $417.9 million to Jostens, Inc. Jostens, Inc. used the proceeds from the capital contribution, along with incremental borrowings under its new senior secured credit facility, to repurchase all previously outstanding common stock and warrants. Jostens, Inc. paid $471.0 million to holders of common stock and warrants representing a cash payment of $48.25 per share. In addition, they paid approximately $41.2 million of fees and expenses associated with the merger including $12.6 million of compensation expense representing the excess of the fair market value over the exercise price of outstanding stock options, $12.6 million of capitalized merger costs and $16.0 million of expensed costs consisting primarily of investment banking, legal, and accounting fees. Jostens, Inc. also recognized $2.6 million of transaction costs as a result of writing off certain prepaid management fees having no future value.

        Also in connection with the merger, Jostens, Inc. refinanced its senior secured credit facility through the establishment of a new senior secured credit facility. Jostens, Inc. received $475.0 million in borrowings under the new credit facility and repaid $371.1 million of outstanding indebtedness under the old credit facility. In addition, Jostens, Inc. incurred transaction fees and related costs of $20.2 million associated with the new credit facility, which have been capitalized and are being amortized as interest expense over the life of the facility. Jostens, Inc. also wrote off the unamortized balance of $13.9 million relating to deferred financing costs associated with the old credit facility.

Merger Accounting

        Jostens accounted for the merger as a purchase in accordance with the provisions of SFAS No. 141, Business Combinations, which requires a valuation for the assets and liabilities of Jostens, Inc.

F-16

and its subsidiaries based upon the fair values as of the date of the merger. Jostens' purchase price of $471.0 million was allocated to the assets and liabilities based on their relative fair values and $417.9 million was reflected in shareholders' equity of Jostens, Inc. as the value of Jostens ownership upon completion of the merger. Immediately prior to the merger, shareholders' equity of Jostens, Inc. was a deficit of approximately $578.7 million. As of January 3, 2004, the preliminary allocation of the purchase price, excluding certain transaction costs, was as follows:

	In thousands
Current assets	$	165,280
Property, plant, and equipment		101,989
Intangible assets		660,399
Goodwill		727,633
Other assets		18,622
Current liabilities		(199,776	)
Long-term debt		(594,494	)
Redeemable preferred stock		(126,511	)
Deferred income taxes		(253,577	)
Other liabilities		(28,521	)
	$	471,044

        Jostens estimated the fair value of its assets and liabilities, including intangible assets and property, plant, and equipment, as of the merger date, utilizing information available at the time that the financial statements were prepared. These estimates are subject to refinement until all pertinent information has been obtained. Jostens also recognized the funding status of its pension and postretirement benefit plans as of July 29, 2003 and updated the calculation of the successor pension expense.

        As a result of the merger, in accordance with SFAS No. 141, the financial statements for fiscal 2003 include a predecessor period from December 29, 2002 to July 29, 2003 (seven months) and a successor period from July 30, 2003 to January 3, 2004 (five months).

3.    Acquisition of The Lehigh Press, Inc.

        On October 22, 2003, Von Hoffmann acquired all of the outstanding shares of The Lehigh Press, Inc. (Lehigh Press) for approximately $108.3 million (the Lehigh Press Acquisition). Lehigh Press is a leading provider of book covers and other components and a provider of digital premedia and direct marketing printing services, operating through its Lehigh Lithographers (Lehigh Litho) and Lehigh Direct divisions. The acquisition reinforced Von Hoffmann's market position within the elementary and high school casebound education market, as well as its strategy to increase product offerings and capabilities to its customer base. The Lehigh Press Acquisition was financed by the borrowing of funds under Von Hoffmann's new credit agreement and cash on hand.

        The acquisition was accounted for under the purchase method of accounting in accordance with SFAS No. 141. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on the estimates of their respective fair values at the date of the acquisition.

        In November 2003, Von Hoffmann's Board of Directors authorized exploration of a potential sale of Lehigh Direct. Von Hoffmann determined to sell the Lehigh Direct business because it does not

F-17

serve its core instructional materials market. To assist it in the sale of the Lehigh Direct division, Von Hoffmann engaged Credit Suisse First Boston in late November 2003. As a result, retroactive to the date Von Hoffmann acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale under SFAS No. 144. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less expected costs to sell, amounting to $55.0 million, based on recent internal analysis of similar transactions. The preliminary valuation recognized for the Lehigh Direct division could change depending on further analysis of the financial information of Lehigh Direct as well as further review of current market valuations.

        The following table summarizes the purchase price allocation of assets acquired and liabilities assumed at the date of acquisition. Lehigh Press is in the process of completing its final federal and state tax returns for the tax periods under previous ownership; thus, the allocation of the purchase price is subject to adjustment.

			In thousands
Current assets			$	5,695
Property, plant, and equipment				11,825
Intangible assets:
	Customer relationships			19,500
	Trade name			8,200
	Noncompete agreements			1,700
				29,400
Goodwill				41,091
Assets held for sale				55,000
		Total assets acquired		143,011
Current liabilities				(4,691	)
Deferred income taxes				(19,248	)
Deferred compensation and pension				(10,760	)
		Total liabilities assumed		(34,699	)
Net assets acquired			$	108,312

        None of the goodwill is tax-deductible. As of December 31, 2003, the stock purchase agreement required $9.0 million to be placed in escrow for certain working capital adjustments and other indemnification clauses as defined in the stock purchase agreement. The escrow or portions thereof will expire at various dates through April 2005.

        The combined financial statements include the results of operations of Lehigh Press from October 22, 2003, the date of acquisition.

4.    Pro Forma Financial Results

        The following unaudited pro forma information presents results of operations as if the Jostens merger and the acquisition of Lehigh Press had occurred at the beginning of the respective years. The

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unaudited pro forma information also combines the operations of Von Hoffmann and Arcade for all of the respective years:

	In thousands
	2003			2002
Revenues	$	1,336,804		$	1,325,935
Net loss		(46,271	)		(39,762	)

5.    Accumulated Comprehensive Income (Loss)

        The following amounts were included in accumulated other comprehensive income (loss) as of the dates indicated:

Josten, Inc. (Predecessor)	Foreign currency translation			Minimum pension liability			Fair value of interest rate swap agreement			Accumulated other comprehensive income (loss)
	In thousands
Balance at December 30, 2000	$	(5,243	)	$	(948	)	$	—		$	(6,191	)
Transition adjustment relating to adoption of SFAS No. 133		—			—			(1,821	)		(1,821	)
Current period change		(1,502	)		(1,423	)		(1,566	)		(4,491	)
Balance at December 29, 2001		(6,745	)		(2,371	)		(3,387	)		(12,503	)
Current period change		579			(958	)		2,065			1,686
Balance at December 28, 2002		(6,166	)		(3,329	)		(1,322	)		(10,817	)
Pre-merger period change		(278	)		—			1,293			1,015
Effect of purchase accounting		6,444			3,329			29			9,802
Balance at July 29, 2003	$	—		$	—		$	—		$	—
Combined (Successor)
Balance at July 29, 2003	$	350		$	—		$	—		$	350
Successor period change		556			—			—			556
Balance at January 3, 2004	$	906		$	—		$	—		$	906

6.    Accounts Receivable and Inventories

        Net accounts receivable were comprised of the following:

	Combined (Successor)			Jostens, Inc. (Predecessor)
	2003			2002
	In thousands
Trade receivables	$	135,277		$	67,181
Allowance for doubtful accounts		(3,511	)		(2,557	)
Allowance for sales returns		(5,791	)		(5,597	)
Accounts receivable, net	$	125,975		$	59,027

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        Net inventories were comprised of the following:

	Combined (Successor)			Jostens, Inc. (Predecessor)
	2003			2002
	In thousands
Raw materials and supplies	$	34,043		$	10,810
Work-in-process		44,932			27,347
Finished goods		34,713			32,850
Reserve for obsolescence		(2,506	)		(1,659	)
		111,182			69,348
LIFO reserve		(1,242	)		—
Inventories, net	$	109,940		$	69,348

Precious Metals Consignment Arrangement

        Jostens has a precious metals consignment arrangement with a major financial institution whereby it has the ability to obtain up to $30.0 million in consigned inventory. Jostens expensed consignment fees related to this facility of $0.2 million in the successor period of 2003, $0.2 million in the predecessor period of 2003, and $0.3 million and $0.5 million in 2002 and 2001, respectively. Under the terms of the consignment arrangement, Jostens does not own the consigned inventory until it is shipped in the form of a product to its customer. Accordingly, Jostens does not include the value of consigned inventory or the corresponding liability in its financial statements. The value of consigned inventory as of the end of 2003 and 2002 was $24.1 million and $17.4 million, respectively.

7.    Property, Plant, and Equipment

        As of the end of 2003 and 2002, net property, plant, and equipment consisted of:

	Combined (Successor)		Jostens, Inc. (Predecessor)
	2003		2002
	In thousands
Land	$	18,594	$	2,795
Buildings		80,161		36,332
Machinery and equipment		339,309		201,421
Capitalized software		13,410		40,242
Transportation equipment		853		—
Furniture and fixtures		11,634		—
Construction in progress		2,591		—
Total property, plant, and equipment		466,552		280,790
Less accumulated depreciation and amortization		221,104		215,342
Property, plant, and equipment, net	$	245,448	$	65,448

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        Property, plant, and equipment are stated at historical cost except for adjustments to fair value that were made in applying purchase accounting. Depreciation expense was $26.2 million for the successor period in 2003 and $12.6 million for the predecessor period in 2003. Depreciation expense for 2002 and 2001 was $24.6 million and $25.9 million, respectively. The amount in 2001 related to continuing operations. Amortization related to capitalized software is included in depreciation expense and totaled $2.6 million for the post-merger period in 2003, $3.8 million for the predecessor period in 2003, and $6.9 million and $6.6 million in 2002 and 2001, respectively.

8.    Goodwill and Other Intangible Assets

        On December 30, 2001, the beginning of fiscal year 2002, the Companies adopted SFAS No. 142, Goodwill and Other Intangible Assets, which provides that goodwill and other indefinite-lived intangible assets are no longer amortized but are reviewed for impairment annually, or more frequently if impairment indicators occur. Separable intangible assets that are deemed to have definite lives continue to be amortized over their useful lives. Had the provisions of SFAS No. 142 been in effect during fiscal year 2001, net loss available to common shareholders would have decreased by $1.0 million and income from continuing operations would have increased by $0.5 million.

Goodwill

        The changes in the net carrying amount of goodwill were as follows:

	Combined (Successor)		Jostens, Inc. (Predecessor)
	Five Months 2003		Seven Months 2003		2002
	In thousands
Jostens	$	679,231	$	14,450	$	13,759
Von Hoffmann		189,855		—		—
Arcade		152,994		—		—
Combined balance at beginning of period		1,022,080		14,450		13,759
Goodwill acquired during the period		52,045		664,668		678
Purchase price adjustments		55,768		—		—
Currency translation		72		113		13
Balance at end of period	$	1,129,965	$	679,231	$	14,450

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Other Intangible Assets

        Information regarding other intangible assets as of the end of 2003 and 2002 is as follows:

	Combined (Successor) 2003
	Estimated useful life	Gross carrying amount		Accumulated amortization			Net
	In thousands
School relationships	10 years	$	330,000	$	(14,540	)	$	315,460
Order backlog	1.5 years		49,394		(2,803	)		46,591
Internally developed software	2 to 5 years		12,200		(1,447	)		10,753
Patented/unpatented technology	3 years		19,508		(3,303	)		16,205
Customer relationships	4 to 40 years		35,455		(5,225	)		30,230
Other	3 years		3,099		(1,253	)		1,846
			449,656		(28,571	)		421,085
Trademarks	Indefinite		263,200		—			263,200
		$	712,856	$	(28,571	)	$	684,285

	Jostens, Inc. (Predecessor) 2002
	Estimated useful life	Gross carrying amount		Accumulated amortization			Net
	In thousands
Customer relationships	5 years	$	510	$	(51	)	$	459
Other	3 years		24		(4	)		20
		$	534	$	(55	)	$	479

        Amortization expense was $21.1 million for the successor period in 2003 and $0.6 million for the predecessor period in 2003. Amortization expense for 2002 and 2001 was $0.1 million and $0.5 million, respectively. Estimated amortization expense for each of the five succeeding fiscal years, based on intangible assets as of January 3, 2004, is as follows:

	In thousands
2004	$	90,558
2005		43,668
2006		41,292
2007		37,496
2008		36,499
	$	249,513

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        The increase in goodwill and other intangible assets is predominantly attributable to the effect of purchase accounting in connection with the merger as discussed in Note 2 and the acquisition of Lehigh Press discussed in Note 3. In addition, Jostens acquired the net assets of a photography business in January 2003 for $5.0 million in cash. The purchase price allocation was $0.4 million to net tangible assets, $3.2 million to amortizable intangible assets, and $1.4 million to goodwill. Jostens also acquired the net assets of a printing business in September 2003 for $10.9 million in cash. The purchase price allocation was $0.7 million to net tangible assets, $4.5 million to amortizable intangible assets, and $5.7 million to goodwill.

        Acquisitions are accounted for as purchases and, accordingly, have been included in the results of operations since the acquisition date. Purchase price allocations are subject to refinement until all pertinent information regarding the acquisition is obtained.

9.    Assets Held for Sale

        As disclosed in Note 3, Von Hoffmann determined to sell its Lehigh Direct business. In accordance with SFAS No. 144, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million, which was based on internal analysis of recent similar transactions.

        From the acquisition date through December 31, 2003, the value of the asset held for sale changed based on the fluctuations in net assets included within the disposal group. No gain or loss was recognized associated with this change in the net assets of Lehigh Direct, as Von Hoffmann believes the valuation of the asset will change accordingly. At December 31, 2003, the net assets of the Lehigh Direct division consisted of the following:

		In thousands
Assets:
	Current assets	$	15,450
	Property, plant, and equipment, net		57,080
Total assets			72,530
Liabilities:
	Current liabilities		9,054
	Deferred income taxes		3,824
Total liabilities			12,878
Assets held for sale		$	59,652

        Within the statement of operations, activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations, net of tax provision of $0.8 million. In 2003, net sales and pretax profit were $16.3 million and $2.2 million, respectively.

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10.    Long-Term Debt

        As of the end of 2003 and 2002, long-term debt consists of the following:

	Combined (Successor)		Jostens, Inc. (Predecessor)
	2003		2002
	In thousands
Borrowings under senior secured credit facility:
Term loan, variable rate, 3.72% at January 3, 2004, with semiannual principal and interest payments through July 2010—Jostens	$	453,705	$	—
Term Loan A, variable rate, 3.65% at December 28, 2002, paid in full July 2003		—		58,602
Term Loan C, variable rate, 4.15% at December 28, 2002, paid in full July 2003		—		320,669
Senior subordinated notes—Jostens, 12.75% fixed rate, including premium of $22,717 at January 3, 2004, net of discount of $16,343 at December 28, 2002, with semiannual interest payments of $13.3 million, principal due and payable at maturity—May 2010		231,702		201,157
Senior subordinated notes—Von Hoffmann		100,000		—
Senior secured credit agreement—revolving loan—Von Hoffmann		25,800		—
Senior notes—Von Hoffmann, including unamortized premium		277,749		—
Subordinated exchange debentures—Von Hoffmann		41,169		—
Term loan—Arcade		7,250		—
Senior notes—Arcade		103,510		—
Amended and restated notes—Arcade, net of $547 (original issue discount)		67,790		—
		1,308,675		580,428
Less current portion		2,000		17,094
	$	1,306,675	$	563,334

        Maturities of long-term debt, excluding $22.7 million of premium on the senior subordinated notes, as of the end of 2003 are as follows:

	In thousands
2004	$	2,000
2005		32,099
2006		70,589
2007		147,758
2008		59,698
Thereafter		973,814
	$	1,285,958

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Senior Secured Credit Facility—Jostens

        In connection with the merger, Jostens refinanced its senior secured credit facility through the establishment of a new senior secured credit facility, which consists of: (i) a $475.0 million term loan; (ii) a $150.0 million revolving credit facility; and (iii) $3.7 million drawn under an incremental $50.0 million change of control term loan, which was subsequently consolidated into the term loan. The proceeds of the change of control term loan were used solely to fund certain change of control payments due to holders of Jostens 12.75% senior subordinated notes due May 2010 (the notes) who elected to tender their notes pursuant to the notes change of control offer that Jostens commenced on July 30, 2003 (the Notes Offer). Commitment for the amounts not borrowed in respect of the $50.0 million change of control term loan terminated following the consummation of the Notes Offer and is not available for future use. Substantially all of the assets of Jostens' operations were used to secure the new senior secured credit facility.

        The term loan bears a variable interest rate based upon either the London Interbank Offered Rate (LIBOR) or an "alternative base rate," which is based upon the greater of the federal funds effective rate plus 0.5% or the prime rate, plus a fixed margin. Future mandatory principal payment obligations under the term loan are due semiannually beginning on July 2, 2005 at an amount equal to 2.63% of the current outstanding balance of the term loan. Thereafter, semiannual principal payments gradually increase through July 2009 to an amount equal to 7.89% of the current outstanding balance of the term loan, with two final principal payments due in December 2009 and July 2010, each equal to 26.32% of the current outstanding balance of the term loan. In the post-merger period of 2003 and during 2002 and 2001, Jostens voluntarily paid down $25.0 million, $40.0 million, and $24.0 million, respectively, of its term loans. Deferred financing fees related to these voluntary prepayments, which are included in interest expense, totaled $0.6 million in the post-merger period of 2003 and $1.2 million and $0.8 million in 2002 and 2001, respectively.

        Under the $150.0 million revolving credit facility, Jostens may borrow funds and elect to pay interest under either LIBOR or the "alternative base rate" plus applicable margins. The revolving credit facility contains a subfacility that allows Jostens' Canadian subsidiary to borrow funds not to exceed $20.0 million of the total $150.0 million facility. The revolving credit facility expires on July 29, 2008. At the end of 2003, there was $13.0 million outstanding in the form of short-term borrowings at the Canadian subsidiary at a weighted average interest rate of 6.25% and an additional $12.8 million outstanding in the form of letters of credit, leaving $124.2 million available under this facility.

        The senior secured credit facility requires that Jostens meet certain financial covenants, ratios, and tests, including a maximum senior leverage ratio, a maximum leverage ratio, and a minimum interest coverage ratio. In addition, Jostens is required to pay certain fees in connection with the senior secured credit facility, including letter of credit fees, agency fees, and commitment fees. The senior secured credit facility and the notes contain certain cross-default and cross-acceleration provisions whereby default under or acceleration of one debt obligation would, consequently, cause a default or acceleration under the other debt obligation. At the end of 2003, Jostens was in compliance with all covenants.

F-25

Senior Subordinated Notes—Jostens

        The notes are not collateralized and are subordinate in right of payment to the senior secured credit facility.

        The notes were issued with detachable warrants valued at $10.7 million. During 2002, Jostens repurchased 79,015 warrants to purchase 149,272 actual equivalent shares of common stock for $2.7 million. In connection with the merger, all warrants that were outstanding immediately prior to the merger were cancelled and extinguished for $48.25 per equivalent common share, resulting in an aggregate payment of $13.3 million.

        The notes were issued with an original issuance discount of $19.9 million. In accordance with purchase accounting, Jostens recorded the notes at fair value based on the quoted market price as of the merger date, giving rise to a premium in the amount of $24.4 million and eliminating the unamortized discount of $15.5 million. The resulting premium is being amortized to interest expense through May 2010 and represents a $1.1 million reduction to interest expense during the post-merger period in 2003. The discount was also being amortized to interest expense, and during the pre-merger period of 2003, 2002, and 2001, the amount of interest expense related to the amortization of discount on the notes was $0.8 million, $1.2 million, and $1.1 million, respectively.

        During the post-merger period of 2003, Jostens purchased $3.5 million principal amount of the notes pursuant to the Notes Offer and voluntarily redeemed an additional $5.0 million principal amount of the notes. As a result of these transactions, Jostens recognized a loss of $0.5 million consisting of $0.8 million of premium paid on redemption of the notes and a net $0.3 million credit to write off unamortized premium, original issuance discount, and deferred financing costs.

        During 2002, Jostens voluntarily redeemed $7.5 million principal amount of the notes and recognized a loss of $1.8 million consisting of $1.0 million of premium paid on redemption of the notes and $0.8 million to write-off unamortized original issuance discount and deferred financing costs.

        As of the end of 2003 and 2002, the fair value of Jostens' debt, excluding the notes, approximated its carrying value and is estimated based on quoted market prices for comparable instruments. The fair value of the notes as of the end of 2003 and 2002 was $239.8 million and $242.2 million, respectively, and was estimated based on the quoted market price.

Senior Secured Credit Agreement—Von Hoffmann

        On March 26, 2002, Von Hoffmann entered into a Senior Secured Credit Agreement (the New Credit Agreement), which provides $90.0 million on a revolving basis. The New Credit Agreement was amended in 2003 to allow for the acquisition of Lehigh Press as well as an increase in available borrowings. The available borrowings were increased to $100.0 million effective October 7, 2003. The New Credit Agreement expires November 15, 2006.

F-26

        Borrowings under the New Credit Agreement bear interest at variable rates tied to, at Von Hoffmann's option, LIBOR or base rates of interest, and such interest is payable quarterly. Additionally, performance-based reductions of interest rates are available subject to measures of leverage. At December 31, 2003, Von Hoffmann had $25.8 million outstanding borrowings and approximately $54.6 million available for future borrowings under the New Credit Agreement, net of a $2.1 million outstanding letter of credit.

        The indebtedness outstanding on the New Credit Agreement is guaranteed by Von Hoffmann and secured by the capital stock of the Subsidiary. Additionally, the indebtedness is secured by substantially all existing and after-acquired property and assets of the Subsidiary.

Senior Notes—Von Hoffmann

        On March 26, 2002, Von Hoffmann issued $215.0 million of 10.25% senior notes (the Von Hoffmann Senior Notes) due in 2009. On October 22, 2003, Von Hoffmann issued an additional $60 million of the Von Hoffmann Senior Notes with the same maturity, at a premium of $2.9 million. The premium will be amortized as a reduction to interest expense over the remaining life of the debt instrument.

        The notes pay interest semiannually in arrears on February 15 and August 15 and are a general unsecured obligation of Von Hoffmann, fully and unconditionally guaranteed by Von Hoffmann. The notes are subordinated to all current and future secured debt, including borrowings under the New Credit Agreement. Under the Von Hoffmann Senior Notes indenture, Von Hoffmann is subject to certain covenants that, among other things, limit the ability of the Subsidiary to pay dividends, incur additional indebtedness, and sell assets.

        Proceeds from the New Credit Agreement and the initial issuance of the Von Hoffmann Senior Notes were used to pay off all outstanding balances under Von Hoffmann's prior senior secured credit agreement in 2002.

Senior Subordinated Notes—Von Hoffmann

        On May 22, 1997, Von Hoffmann issued $100.0 million of 10.375% senior subordinated notes due in 2007. The notes pay interest semiannually in arrears on May 15 and November 15 and are a general unsecured obligation of the Subsidiary, fully and unconditionally guaranteed by Von Hoffmann, and subordinated to all current and future senior debt, including borrowings under the New Credit Agreement and the Von Hoffmann Senior Notes.

        Under the senior subordinated notes indenture, Von Hoffmann is subject to certain covenants that, among other things, limit the ability of the Subsidiary to pay dividends, incur additional indebtedness and sell assets.

F-27

Subordinated Exchange Debentures—Von Hoffmann

        On May 22, 1997, Von Hoffmann issued redeemable preferred stock due in 2009 and detachable warrants for $25.0 million. The total proceeds received were allocated between the preferred stock and the warrants based on an estimate of each security's fair value at the date of issuance. The preferred stock accreted dividends at an annual rate of 13.5% until it was exchanged on November 16, 1998 for subordinated exchange debentures due in 2009. After the exchange, the preferred stock owners sold the subordinated exchange debentures in the open market. The subordinated exchange debentures accrue interest at a rate of 13.5%. Interest is currently not paid in cash but accretes to and increases the principal amount of each debenture. Beginning on May 22, 2002, interest is required to be paid in cash, subject to restrictions defined in the New Credit Agreement and conditions provided in the subordinated exchange debentures indenture. These restrictions remained in effect after May 22, 2002; therefore, interest continues not to be paid in cash but accretes and increases the principal amount of each debenture.

        A total of 5,000 detachable warrants to purchase Von Hoffmann common stock were issued in conjunction with the issuance of the redeemable preferred stock. The warrants entitle the holder to purchase common shares of Von Hoffmann at a price of $0.01 per share. The warrants expire after ten years and can be exercised at any time.

        At December 31, 2003, the fair value of the Von Hoffmann Senior Notes and senior subordinated notes was approximately $291.5 million and $100.3 million, respectively, based on quoted market prices. The fair value of borrowings under the senior secured credit agreement—Von Hoffmann approximates the carrying value. The redemption value of the subordinated exchange debentures—Von Hoffmann at December 31, 2003 was $42.6 million.

Line of Credit—Arcade

        On December 18, 2001, Arcade amended and restated its credit agreement. The credit agreement provides for a $10.0 million term loan which matures on December 31, 2006 with varying quarterly principal payments and, under certain circumstances, payments of "excess cash flow" as defined in the credit agreement. Interest on amounts borrowed accrue at a floating rate based upon either prime or LIBOR (the weighted average interest rate on the outstanding balance under the term loan was 5.05% at December 31, 2003). The weighted average interest rate on the outstanding balance under the term loan was 4.82% for the five-month period ended December 31, 2003.

F-28

        The credit agreement also provides for a revolving loan commitment up to a maximum of $20.0 million and expires on December 31, 2006. Borrowings are limited to a borrowing base consisting of accounts receivable, inventory, and property, plant, and equipment which serve as collateral for the borrowings. Interest on amounts borrowed accrue at a floating rate based upon either prime or LIBOR (the weighted average interest rate on the outstanding balance under the revolving loan was 5.29% at December 31, 2003). The weighted average interest rate on the outstanding balance under the revolving loan was 5.34% for the five-month period ended December 31, 2003.

        Arcade is required to pay commitment fees on the unused portion of the revolving loan commitment at a rate of approximately 0.5% per annum. In addition, Arcade is required to pay fees equal to 2.5% of the average daily outstanding amount of lender guarantees. The Company had $0.3 million of lender guarantees outstanding at December 31, 2003. The credit agreement contains certain financial covenants and other restrictions, including restrictions on additional indebtedness and restrictions on the payment of dividends. As of December 31, 2003, Arcade was in compliance with all debt covenants.

Senior Notes—Arcade

        On June 25, 1998, Arcade completed a private placement of $115.0 million of senior notes (the Arcade Senior Notes), which mature on July 1, 2008. The Arcade Senior Notes are general unsecured obligations of Arcade and bear interest at 10.5% per annum, payable semiannually on January 1 and July 1. The placement of the Arcade Senior Notes yielded Arcade net proceeds of $110.2 million after deducting offering expenses of $4.8 million, including $3.5 million of underwriting fees paid to an affiliate of the shareholder. The Arcade Senior Notes are redeemable at the option of Arcade, in whole or in part, at any time after July 1, 2003 at a price of up to 105.25% of the outstanding principal balance plus accrued and unpaid interest. The Arcade Senior Notes contain certain covenants, including restrictions on the declaration and payment of dividends by Arcade and limitations on the incurrence of additional indebtedness. On December 22, 1998, Arcade completed the registration of the Arcade Senior Notes with the SEC. During fiscal 2001, Arcade purchased $4.0 million of the Arcade Senior Notes for $3.1 million and recognized a gain of approximately $0.7 million. The purchased notes were subsequently retired.

Amended and Restated Notes

        On November 1, 1999, Arcade issued amended and restated notes totaling $35.5 million in exchange for the accreted value of the floating rate notes (net of unamortized original issue discount) of $34.6 million. Pursuant to generally accepted accounting principles, the exchange constituted a nonsubstantial modification to the original notes. Therefore, the amended and restated notes have been recorded at the net carrying value of the original floating rate notes (net of the unamortized original issue discount) totaling $34.6 million. The amended and restated notes bear a fixed interest rate of approximately 16% per annum, mature on December 15, 2009, and provide for the payment of stipulated early redemption premiums. Interest is payable quarterly and can be settled through the issuance of additional notes through maturity at the discretion of Arcade. At November 1, 1999, the outstanding principal and redemption premiums of the amended and restated notes were approximately $35.5 million and $3.7 million, respectively. At December 31, 2003, the carrying value of the amended

F-29

and restated notes was $67.8 million, which includes amounts for accrued interest. The amended and restated notes are general unsecured obligations of Arcade and can be repaid prior to maturity.

11.    Redeemable Preferred Stock

Jostens

        In May 2000, Jostens issued redeemable, payment-in-kind, preferred shares (Jostens redeemable preferred stock) having an initial liquidation preference of $60.0 million. The holders of Jostens redeemable preferred stock are entitled to receive dividends at 14.0% per annum, compounded quarterly and payable either in cash or in additional shares of the same series of preferred stock. The shares of Jostens redeemable preferred stock are subject to mandatory redemption by Jostens in May 2011 for a total amount of $272.6 million.

        Jostens ascribed $14.0 million of the initial liquidation preference value to detachable warrants to purchase 531,325 shares of its Class E common stock at an exercise price of $0.01 per share. In addition, $3.0 million of issuance costs were netted against the initial liquidation preference value and reflected as a reduction to the carrying amount of its preferred stock. Prior to the adoption of SFAS No. 150 on June 29, 2003, the carrying value of the Jostens redeemable preferred stock was being accreted to full liquidation preference value, plus unpaid preferred stock dividends, over the 11-year period through charges to retained earnings. Upon adoption of SFAS No. 150, Jostens assessed the value of the Jostens redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, thus recognizing a discount of $19.7 million and a $4.6 million cumulative effect of a change in accounting principle. The Jostens redeemable preferred stock was reclassified to the liabilities section of the balance sheet and the preferred dividend and related discount amortization were subsequently recorded as interest expense in the results of operations rather than as a reduction to retained earnings.

        In connection with the merger, all warrants that were outstanding immediately prior to the merger were cancelled and extinguished for $48.25 per equivalent common share, resulting in an aggregate payment of $25.6 million. In accordance with purchase accounting, Jostens recorded the Jostens redeemable preferred stock at fair value as of the merger date based on a third-party appraisal, giving rise to a premium in the amount of $36.5 million and eliminating the unamortized discount of $19.6 million previously established with the adoption of SFAS No. 150. The resulting premium is being amortized to interest expense through 2011 and represents a $0.3 million reduction to interest expense during the post-merger period in 2003. During the pre-merger period of 2003, $0.1 million of discount was amortized to interest expense.

        Also in connection with the merger, Jostens issued 8% redeemable preferred stock (the JIHC redeemable preferred stock) to the DLJMB Funds and received proceeds of $100.0 million. A portion of the net proceeds from the JHC notes offering was used to purchase all of the outstanding JIHC redeemable preferred stock for $102.8 million, which JHC contributed to the capital adjustments.

        The aggregate liquidation preference outstanding of JIHC redeemable preferred stock as of the end of 2003 and 2002 was $99.1 million and $86.3 million, respectively, including accrued dividends. Jostens has 4,000,000 shares of preferred stock, $0.01 par value, authorized. Jostens had 96,793 and

F-30

84,350 shares outstanding in the form of redeemable preferred stock as of the end of 2003 and 2002, respectively.

Arcade

        Arcade is authorized to issue up to 5,000,000 shares of preferred stock, of which 2,111,111 shares have been designated as Senior Preferred Stock. In connection with the acquisition of Arcade, Arcade issued 2,011,111 shares of mandatorily redeemable senior preferred stock, resulting in proceeds of approximately $50.3 million. The mandatorily redeemable senior preferred stock accretes in value at 15% per annum, compounded quarterly, and must be redeemed by December 15, 2012. Early redemption is required if outstanding and there is a change in control. Arcade may redeem all or part of the outstanding mandatorily redeemable senior preferred stock for its accreted value multiplied by a declining redemption premium percentage that ranges from 107.5% to 100% based upon the year of redemption. The aggregate liquidation preference outstanding of Arcade's mandatorily redeemable senior preferred stock as of the end of 2003 was $123.5 million including accrued dividends. Upon adoption of SFAS No. 150, assessment performed by Arcade of its mandatorily redeemable senior preferred stock did not result in a fair value adjustment. The mandatorily redeemable senior preferred stock was reclassified to the liabilities section of the balance sheet and the preferred dividend and related discount amortization were subsequently recorded as interest expense in the results of operations rather than as a reduction to retained earnings.

12.    Derivative Financial Instruments and Hedging Activities

        The Companies' involvement with derivative financial instruments is limited principally to managing well-defined interest rate and foreign currency exchange risks. Forward foreign currency exchange contracts may be used to hedge the impact of currency fluctuations primarily on inventory purchases denominated in euros.

        Jostens used an interest rate swap agreement to modify risk from interest rate risk fluctuations associated with a specific portion of its underlying debt. The interest rate swap was designated as a cash flow hedge and was reflected at fair value in the balance sheets. Differences paid or received under the swap contract were recognized over the life of the contract as adjustments to interest expense. As the critical terms of the interest rate swap and the hedged debt matched, there was an assumption of no ineffectiveness for this hedge. At the end of 2002, the notional amount outstanding was $70.0 million and the fair value of the interest rate swap was a liability of $2.2 million ($1.3 million net of tax). The contract matured in August of 2003 and was not renewed.

13.    Commitments and Contingencies

Leases

        Equipment and office, warehouse, and production space under operating leases expire at various dates. Rent expense was $2.9 million for the combined successor period and $2.4 million for the

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pre-merger period in 2003. Rent expense for 2002 and 2001 was $4.0 million and $3.5 million, respectively. Future minimum lease payments under the leases are as follows:

	In thousands
2004	$	8,139
2005		4,093
2006		2,606
2007		1,436
2008		656
Thereafter		2,238
	$	19,168

Forward Purchase Contracts

        Jostens is subject to market risk associated with changes in the price of gold. To mitigate its commodity price risk, Jostens enters into forward contracts to purchase gold based upon the estimated ounces needed to satisfy projected customer demand. Jostens' purchase commitment at the end of 2003 was $7.5 million with delivery dates occurring throughout 2004. These forward purchase contracts are considered normal purchases and therefore are not subject to the requirements of SFAS No. 133. The fair market value of their open gold forward contracts at the end of 2003 was $8.3 million and was calculated by valuing each contract at quoted futures prices.

        Gains or losses on forward contracts used to purchase inventory for which Jostens has firm purchase commitments qualify as accounting hedges and therefore are deferred and recognized in income when the inventory is sold. Counterparties expose Jostens to loss in the event of nonperformance as measured by the unrealized gains on the contracts. Exposure on open gold forward contracts at the end of 2003 was $0.8 million.

Environmental

        Jostens' operations are subject to a wide variety of federal, state, local, and foreign laws and regulations governing emissions to air, discharges to waters, the generation, handling, storage, transportation, treatment, and disposal of hazardous substances and other materials, and employee health and safety matters. Also, as an owner and operator of real property or a generator of hazardous substances, it may be subject to environmental cleanup liability, regardless of fault, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act. As part of its environmental management program, Jostens is currently involved in various environmental remediation activities. As sites are identified and assessed in this program, Jostens determines potential environmental liabilities. Factors considered in assessing liability include, but are not limited to, whether they have been designated as a potentially responsible party, the number of other potentially responsible parties designated at the site, the stage of the proceedings, and available environmental technology.

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        In 1996, Jostens assessed the likelihood as probable that a loss had been incurred at one of its sites based on findings included in remediation reports and from discussions with legal counsel. Although Jostens no longer owns the site, it continues to manage the remediation project, which began in 2000. As of the end of 2003, Jostens had made payments totaling $7.3 million for remediation at this site, and the balance sheet included $0.9 million in other accrued liabilities related to this site. During 2001, Jostens received reimbursement from its insurance carrier in the amount of $2.7 million, net of legal costs. While Jostens may have an additional right of contribution or reimbursement under insurance policies, amounts recoverable from other entities with respect to a particular site are not considered until recoveries are deemed probable. Jostens has not established a receivable for potential recoveries as of January 3, 2004. Jostens believes the effect on its results of operations, cash flows, and financial position, if any, for the disposition of this matter will not be material.

Litigation

        A federal antitrust action was served on Jostens on October 23, 1998. The complainant, Epicenter Recognition, Inc. (Epicenter), alleged that Jostens attempted to monopolize the market of high school graduation products in the state of California. Epicenter is a successor to a corporation formed by four of Jostens' former independent sales representatives. The plaintiff claimed damages of approximately $3.0 million to $10.0 million under various theories and differing sizes of relevant markets. Epicenter waived its right to a jury, so the case was tried before a judge in U.S. District Court in Orange County, California. On June 18, 2002, the Court found, among other things, that while Jostens' use of rebates, contributions, and value-added programs are legitimate business practices widely practiced in the industry and do not violate antitrust laws, its use of multiyear Total Service Program contracts violated Section 2 of the Sherman Act because these agreements could "exclude competition by making it difficult for a new vendor to compete against Jostens."

        On July 12, 2002, the Court entered an initial order providing, among other things, that Epicenter be awarded damages of $1.00, trebled pursuant to Section 15 of the Clayton Act, and that in the state of California, Jostens was enjoined for a period of 10 years from utilizing any contract, including those for Total Service Programs, for a period which extends for more than one year (the Initial Order). The Initial Order also provided for payment to Epicenter of reasonable attorneys fees and costs. Jostens made a motion to set aside the Initial Order. On August 23, 2002, the Court entered its ruling on the motion, and granted, in part, Jostens' motion for relief from judgment, changing the Initial Order and enjoining Jostens for only five years, and allowing them to enter into multiyear agreements in the following specific circumstances: (1) when a school requests a multiyear agreement, in writing and on its own accord or (2) in response to a competitor's offer to enter into a multiyear agreement. On August 23, 2002, the Court entered an additional order granting Epicenter's motion for attorneys' fees in the amount of $1.6 million plus $0.1 million in out-of-pocket expenses for a total award of $1.7 million. On September 12, 2002, Jostens filed a Notice of Appeal to the Ninth Circuit of the United States Court of Appeals. Payment of attorneys' fees and costs were stayed pending appeal. In November 2002, Jostens issued a letter of credit in the amount of $2.0 million to secure the judgment on attorneys' fees and costs. Jostens' brief on appeal was filed with the Court on February 13, 2003. Oral argument was scheduled by the Court and heard by a three-judge panel on October 7, 2003. On November 20, 2003, the Ninth Circuit panel completely reversed the decision of the lower court,

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holding that Jostens had not violated antitrust laws because they did not possess a monopoly in the relevant market and that the lower court had erred when it founded an injunction under the California unfair competition law. The Ninth Circuit panel also reversed the grant of damages, costs, attorneys' fees, and the injunction. On January 6, 2004, the Ninth Circuit panel denied a Petition for Rehearing and for Rehearing En Banc that had been filed by Epicenter on December 4, 2003. In response to the appellate court's reversal of the Initial Order, the trial court, on March 19, 2004, entered a revised judgment for Jostens and against Epicenter on all claims. The case is now closed.

        The Companies are a party to other litigation arising in the normal course of business. They regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. They believe the effect on the results of operations, cash flows, and financial position, if any, for the disposition of these matters will not be material.

14.    Income Taxes

        The following table summarizes the differences between income taxes computed at the federal statutory rate and income taxes from continuing operations for financial reporting purposes:

	Combined (Successor)			Jostens, Inc. (Predecessor)
	Five Months 2003			Seven Months 2003			2002			2001
	In thousands
Federal statutory income tax rate		35	%		35	%		35	%		35	%
Federal (benefit) tax at statutory rate	$	(23,956	)	$	4,113		$	22,569		$	15,790
State (benefit) tax, net of federal tax benefit		(2,467	)		873			2,394			1,655
Foreign tax credits used (generated), net		2,033			—			(16,240	)		—
Foreign earnings repatriation, net		933			—			9,278			—
Nondeductible interest expense		4,787			295			—			—
Nondeductible transaction costs		—			3,095			—			—
Capital loss resulting from IRS audit		—			—			(10,573	)		—
(Decrease) increase in deferred tax valuation allowance		(890	)		—			26,813			—
Other differences, net		(58	)		319			1,973			1,130
(Benefit from) provision for income taxes from continuing operations		(19,618	)		8,695			36,214			18,575
Provision for discontinued operations		863			—			—			—
Total	$	(18,755	)	$	8,695		$	36,214		$	18,575

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        The U.S. and foreign components of (loss) income from continuing operations before income taxes and the (benefit from) provision for income taxes from continuing operations were as follows:

	Combined (Successor)			Jostens, Inc. (Predecessor)
	Five Months 2003			Seven Months 2003			2002		2001
	In thousands
Domestic	$	(77,127	)	$	10,648		$	57,436	$	38,172
Foreign		5,861			1,102			7,047		6,943
(Loss) income from continuing operations before income taxes	$	(71,266	)	$	11,750		$	64,483	$	45,115
Federal	$	(149	)	$	7,977		$	20,029	$	8,144
State		(39	)		1,609			2,289		1,592
Foreign		2,344			609			3,162		3,300
Total current income taxes		2,156			10,195			25,480		13,036
Deferred		(21,774	)		(1,500	)		10,734		5,539
(Benefit from) provision for income taxes from continuing operations	$	(19,618	)	$	8,695		$	36,214	$	18,575

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A net deferred tax asset represents management's best estimate of the tax benefits that will

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more likely than not be realized in future years at each reporting date. Significant components of the deferred income tax liabilities and assets as of the end of 2003 and 2002 consisted of:

	Combined (Successor)			Jostens, Inc. (Predecessor)
	2003			2002
	In thousands
Tax depreciation in excess of book	$	(27,236	)	$	(4,471	)
Capitalized software development costs		(2,324	)		(3,947	)
Tax on unremitted non-U.S. earnings		(904	)		(768	)
Pension benefits		(21,976	)		(17,129	)
Basis difference on property, plant, and equipment		(15,506	)		—
Basis difference on intangible assets		(265,882	)		—
Assets held for sale		(9,390	)		—
Other		(2,269	)		(532	)
Deferred tax liabilities		(345,487	)		(26,847	)
Reserves for accounts receivable and salesperson overdrafts		6,783			5,828
Reserves for employee benefits		16,867			15,424
Other reserves not recognized for tax purposes		21,783			3,326
Foreign tax credit carryforwards		14,392			16,425
Capital loss carryforwards		12,884			13,234
Basis difference on pension liabilities		21,262			—
Basis difference on long-term debt		20,988			—
Amortization of intangibles		5,462			—
Other		7,467			6,232
Deferred tax assets		127,888			60,469
Valuation allowance		(43,064	)		(29,659	)
Deferred tax assets, net		84,824			30,810
Net deferred tax (liability) asset	$	(260,663	)	$	3,963

        As described in Note 2, Jostens Holding Corp. was organized for the purpose of affecting the acquisition of Jostens, Inc. on behalf of DLJ.

        Jostens recognized $258.2 million of net deferred tax liabilities in connection with the merger. This amount represents the tax effect for temporary differences between the carrying amount of assets and liabilities resulting from the purchase price allocation and the related tax bases. At the end of 2003, the net deferred tax liability related to temporary differences arising from their merger accounting was $235.3 million.

        During 2002, Jostens agreed to certain adjustments proposed by the Internal Revenue Service (IRS) in connection with its audit of Jostens' federal income tax returns filed for the years 1996 through 1998. As a result of the audit, Jostens agreed to pay additional federal taxes of $11.3 million. Combined with additional state taxes and interest charges, the liability related to these adjustments,

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which had previously been accrued, was approximately $17.0 million. During 2003, Jostens filed an appeal with the IRS concerning a further proposed adjustment of approximately $8.0 million. While the appeal process may take up to two years to complete, Jostens believes the outcome of this matter will not have a material impact on its results of operations.

        In connection with the aforementioned audit, the IRS recharacterized as a capital loss approximately $27.0 million of notes that were written off in 1998. The notes were received in connection with the 1995 sale of a subsidiary. Since capital losses may only be used to offset future capital gains, Jostens has provided a valuation allowance for the entire related deferred tax asset because the tax benefit related to its capital losses may not be realized. At the end of 2003, Jostens has capital loss carryforwards totaling approximately $32.6 million, of which $27.0 million expire in 2004, $4.0 million expire in 2006, and $1.6 million expire in 2007.

        During 2003 and 2002, Jostens repatriated $3.0 million and $32.1 million, respectively, of earnings from its Canadian subsidiary. Jostens was unable to fully utilize all foreign tax credits generated in connection with the distributions. During 2003, Jostens reduced the deferred tax asset balance and related valuation allowance by $2.4 million to reflect foreign tax credit carryforwards as reported on Jostens' 2002 income tax return. At the end of 2003, Jostens has foreign tax credit carryforwards totaling $14.4 million, of which approximately $13.5 million expire in 2007 and $0.9 million expire in 2008. Jostens has provided a valuation allowance for the entire related deferred tax asset because the tax benefit related to the foreign tax credits may not be realized. During 2003 and 2002, Jostens provided deferred income taxes of $0.1 million and $0.8 million, respectively, on approximately $0.5 million and $4.0 million, respectively, of unremitted Canadian earnings that are no longer considered permanently invested.

15.    Benefit Plans

Pension and Other Postretirement Benefits

        Jostens has noncontributory defined benefit pension plans that cover nearly all employees. The benefits provided under the plans are based on years of service, age eligibility, and employee compensation. They have funded the benefits for Jostens' qualified pension plans through pension trusts, the objective being to accumulate sufficient funds to provide for future benefits. In addition to qualified pension plans, Jostens has unfunded, non-qualified pension plans covering certain employees, which provide for benefits in addition to those provided by the qualified plans. Jostens also provides certain medical and life insurance benefits for eligible retirees, including their spouses and dependents. Generally, the postretirement benefits require contributions from retirees.

        Von Hoffmann contributes to a multiemployer pension plan covered by labor union contracts. Contribution amounts are determined by contract and Von Hoffmann does not administer or control the funds in any way. Contributions to the plan were $0.1 million for the five-month period ended December 31, 2003. The fund's administration reported that, as of the most recent actuarial report, the fund had no unfunded vesting liability and no withdrawal liability for contributing employers for the plan year through April 30, 2004.

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        With the acquisition of Lehigh Press, Von Hoffmann maintains a trusteed, noncontributory defined benefit pension plan for eligible employees of the Lehigh Press divisions not otherwise covered by collective bargaining agreements. In addition, Von Hoffmann maintains an unfunded supplemental retirement plan (SRP) for certain key executives of Lehigh Press. The SRP no longer has any active participants accruing benefits under the SRP. The plans provide benefits based on years of service and final average compensation.

        The following tables set forth the components of the changes in benefit obligations and fair value of plan assets during 2003 and 2002 as well as the funded status and amounts both recognized and not recognized in the balance sheets as of December 31, 2003 and 2002, for all defined benefit plans combined. It should be noted that the Jostens plans are based on a measurement date of September 30, 2003:

		Pension benefits									Postretirement benefits
		Combined (Successor)			Jostens, Inc. (Predecessor)						Combined (Successor)			Jostens, Inc. (Predecessor)
		Five Months 2003			Seven Months 2003			2002			Five Months 2003			Seven Months 2003			2002
					In thousands
Change in benefit obligation
Benefit obligation, beginning of period		$	201,857		$	185,388		$	165,676		$	6,309		$	8,942		$	6,392
Acquisition			30,366			—			—			—			—			—
Service cost			1,206			4,846			4,944			6			65			89
Interest cost			2,463			10,176			11,705			60			388			438
Plan amendments			—			—			477			—			—			(129	)
Actuarial loss (gain)			5,756			8,935			11,282			313			(2,170	)		2,997
Administrative expenses			(17	)		—			—			—			—			—
Benefits paid			(1,641	)		(7,488	)		(8,696	)		(135	)		(916	)		(845	)
Benefit obligation, end of period		$	239,990		$	201,857		$	185,388		$	6,553		$	6,309		$	8,942
Change in plan assets
Fair value of plan assets, beginning of period		$	189,923		$	165,929		$	189,823		$	—		$	—		$	—
Acquisition			20,573			—			—			—			—			—
Actual return (loss) on plan assets			5,560			29,975			(17,011	)		—			—			—
Company contributions			294			1,507			1,813			135			916			845
Administrative expenses			(17	)		—			—			—			—			—
Benefits paid			(1,641	)		(7,488	)		(8,696	)		(135	)		(916	)		(845	)
Fair value of plan assets, end of period		$	214,692		$	189,923		$	165,929		$	—		$	—		$	—
Funded status
Funded status, end of period(1)		$	8,733					$	4,668		$	—					$	—
Unfunded status, end of period(2)			(34,031	)					(24,127	)		(6,553	)					(8,943	)
Net unfunded status, end of period			(25,298	)					(19,459	)		(6,553	)					(8,943	)
Unrecognized cost:
	Net actuarial loss		3,450						47,449			312						5,709
	Transition amount		—						(830	)		—						—
	Prior service cost		—						3,319			—						(157	)
Net amount recognized		$	(21,848	)				$	30,479		$	(6,241	)				$	(3,391	)

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Amounts recognized in the balance sheets
Prepaid benefit cost	$	12,579		$	47,239		$	—		$	—
Accrued benefit cost		(34,427	)		(22,549	)		(6,241	)		(3,391	)
Intangible asset		—			341			—			—
Accumulated comprehensive income—pretax		—			5,448			—			—
Net amount recognized	$	(21,848	)	$	30,479		$	(6,241	)	$	(3,391	)

(1)

Relates to all qualified pension plans.

(2)

Relates to all non-qualified pension and postretirement benefit plans.

        During 2003, interest rates had not returned to the levels of prior years, which required Jostens to change the discount rate assumption from 6.75% to 6.00% for the pension and postretirement plans. This increased the year-end benefit obligations and accounts for the majority of the amounts shown as 2003 actuarial loss.

        In accordance with purchase accounting, Jostens recognized the funding status of its pension and postretirement benefit plans as of July 29, 2003. At the end of 2003, the unrecognized net actuarial loss for pension benefits was $3.5 million.

        The accumulated benefit obligation (ABO) for all defined benefit pension plans was $225.1 million and $174.1 million at the end of 2003 and 2002, respectively. The ABO differs from the benefit obligation shown in the table in that it includes no assumption about future compensation levels.

        Non-qualified pension plans, included in the tables above, with obligations in excess of plan assets were as follows:

	Post-Merger 2003		Pre-Merger 2002
	In thousands
Projected benefit obligation	$	24,829	$	24,127
Accumulated benefit obligation		23,578		22,549
Fair value of plan assets		—		—

        The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for one qualified plan with obligations in excess of plan assets at the end of 2002 were $88.1 million, $78.4 million, and $87.3 million, respectively.

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        Net periodic benefit expense (income) of the pension and other postretirement benefit plans included the following components:

	Pension benefits
	Combined (Successor)			Jostens, Inc. (Predecessor)
	Five Months 2003			Seven Months 2003			2002			2001
	In thousands
Service cost	$	1,206		$	4,846		$	4,944		$	4,690
Interest cost		2,463			10,176			11,705			10,900
Expected return on plan assets		(3,254	)		(16,973	)		(21,569	)		(19,838	)
Amortization of prior year service cost		—			1,548			1,837			1,868
Amortization of transition amount		—			(461	)		(714	)		(875	)
Amortization of net actuarial loss (gain)		—			439			(1,626	)		(2,518	)
Net periodic benefit expense (income)	$	415		$	(425	)	$	(5,423	)	$	(5,773	)

	Postretirement benefits
	Combined (Successor)		Jostens, Inc. (Predecessor)
	Five Months 2003		Seven Months 2003			2002			2001
	In thousands
Service cost	$	6	$	65		$	89		$	66
Interest cost		60		388			438			372
Amortization of prior year service cost		—		(16	)		(7	)		(7	)
Amortization of net actuarial loss		—		232			186			—
Net periodic benefit expense	$	66	$	669		$	706		$	431

Assumptions

        Weighted average assumptions used to determine end of year benefit obligations are as follows:

		Pension benefits				Postretirement benefits
		2003		2002		2003		2002
Discount rate:
	Jostens	6.00	%	6.75	%	6.00	%	6.75	%
	Von Hoffmann	6.25		—		—		—
Rate of compensation increase:
	Jostens	6.30		6.30		—		—
	Von Hoffmann	3.00		—		—		—

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        Weighted average assumptions used to determine net periodic benefit cost for the year are as follows:

		Pension benefits				Postretirement benefits
		2003		2002		2003		2002
Discount rate:
	Jostens	6.75	%	7.25	%	6.75	%	7.25	%
	Von Hoffmann	8.00		—		—		—
Expected long-term rate of return on plan assets:
	Jostens	9.50		10.00		—		—
	Von Hoffmann	8.00		—		—		—
Rate of compensation increase:
	Jostens	6.30		6.30		—		—
	Von Hoffmann	3.00		—		—		—

        Assumed health care cost trend rates are as follows:

	Postretirement benefits
	2003		2002
Health care cost trend rate assumed for next year	9.00	%	10.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2007		2007

        The Companies employ a building block approach in determining the long-term rate of return for plan assets. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved congruent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is established via a building block approach and proper consideration of diversification and rebalancing. Peer data and historical returns are reviewed to check for reasonability and appropriateness.

        Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. For 2003, a one-percentage-point change in the assumed health care cost trend rates would have the following effects:

	1% Increase		1% Decrease
	In thousands
Effect on total of service and interest cost components	$	32	$	29
Effect on postretirement benefit obligation	$	374	$	341

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Plan Assets

        The weighted average asset allocations for the pension plans as of the measurement date of 2003 and 2002, by asset category, are as follows:

Asset Category	2003		2002		Target
Equity securities	76.0	%	63.4	%	80.0	%
Debt securities	23.2	%	35.7	%	20.0	%
Real estate	—		—		—
Other	0.8	%	0.9	%	—
	100.0	%	100.0	%	100.0	%

        The Companies employ a total return investment approach whereby a mix of equities and fixed income investments is used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks as well as growth, value, and small and large capitalizations. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.

Contributions

        The projected contributions include $5.4 million to their non-qualified pension plans and $0.8 million to the postretirement benefit plans in 2004. The actual amount of contributions is dependent upon the actual return on plan assets.

401(k) Plans

        The Companies have 401(k) savings plans, which cover substantially all salaried and hourly employees who have met the plans' eligibility requirements. The Companies provide a matching contribution on amounts contributed by employees, limited to a specific amount of compensation that varies among the plans. The contribution was $3.6 million for the combined successor period in 2003, $2.7 million for the Jostens predecessor period in 2003, and $4.4 million and $4.3 million in 2002 and 2001, respectively, which represents 50% of eligible employee contributions.

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16.    Shareholder's Equity (Deficit)

Combined (Successor)

	Par value		Authorized shares	Issued and outstanding shares
	In thousands, except par value
Jostens	$	0.01	2,000	—
Von Hoffmann	$	0.01	150,000	916
Arcade	$	0.01	20,000	161

Jostens (Predecessor)

        Prior to the merger on July 29, 2003, Jostens common stock consisted of Class A through Class E common stock as well as undesignated common stock. Holders of Class A common stock were entitled to one vote per share, whereas holders of Class D common stock were entitled to 306.55 votes per share. Holders of Class B common stock, Class C common stock, and Class E common stock had no voting rights.

        The par value and number of authorized, issued, and outstanding shares as of the end of 2002 for each class of common stock is set forth below:

	Par value			Authorized shares	Issued and outstanding shares
	In thousands, except par value
Class A	$	0.331	1/3	4,200	2,825
Class B	$	0.01		5,300	5,300
Class C	$	0.01		2,500	811
Class D	$	0.01		20	20
Class E	$	0.01		1,900	—
Undesignated	$	0.01		12,020	—
				25,940	8,956

17.    Stock Plans

Stock Options

Jostens

        In connection with the merger, all options to purchase Jostens common stock that were outstanding immediately prior to the merger were cancelled and extinguished in consideration for an amount equal to the difference between the per-share merger consideration and the exercise price, resulting in an aggregate payment of $12.6 million included in "transaction costs" in the pre-merger period of 2003.

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        Jostens did not grant any stock options in 2003. The weighted average fair value of options granted in 2002 and 2001 was $8.03 and $7.66 per option, respectively. Jostens estimated the fair values using the Black-Scholes option pricing model, modified for dividends and using the following assumptions:

	2002		2001
Risk-free rate	2.7	%	4.8	%
Dividend yield	—		—
Volatility factor of the expected market price of Jostens common stock	20	%	20	%
Expected life of the award (years)	7.0		7.0

        The following table summarizes stock option activity:

	Shares		Weighted average exercise price
	Shares in thousands
Outstanding at December 30, 2000	531		$	25.25
Granted	73			25.25
Cancelled	(52	)		25.25
Outstanding at December 29, 2001	552			25.25
Granted	45			28.50
Cancelled	(41	)		25.29
Outstanding at December 28, 2002	556			25.51
Cancelled	(2	)		25.25
Settled for cash in the merger	(554	)		25.51
Outstanding at July 29, 2003	—			—

        At the end of 2002, the weighted average remaining contractual life of the options was approximately 4.7 years, and 111,570 options were exercisable.

Von Hoffmann

        Von Hoffmann has two stock option plans under which certain officers, employees, and members of the Board of Directors are participants. All stock options are granted at market value.

        For the 1997 Stock Option Plan, Von Hoffmann authorized the granting of options to management personnel for up to 6,000 shares of Von Hoffmann common stock. Certain options granted under the plan vest ratably over a five-year period, while other options have an accelerated vesting feature in which vesting occurs ratably over a five-year period only if certain performance targets are met. If performance targets are not met, those options automatically vest nine years and 11 months from the date of grant. Vested options may be exercised up to ten years from the date of grant.

        For the 2003 Stock Option Plan, Von Hoffmann authorized the granting of options to management personnel and nonemployee directors for up to 2,773 shares of Von Hoffmann common stock. Options

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under the plan vest only if certain performance targets are met as determined by the Board of Directors. If performance targets are not met, those options automatically vest nine years and 11 months from the date of grant. Vested options may be exercised up to ten years from the date of grant. Information related to Von Hoffmann's stock option plans are presented as follows:

	2003
	Number of options		Weighted average exercise price
	Shares in thousands
Outstanding at August 1, 2003	5,044		$	1.00
Forfeited	(262	)		1.00
Cancelled	—			—
Granted	—			1.00
Outstanding at end of year	4,782			1.00
Exercisable at end of year	3,292			1.00
Reserved for future option grants	3,991			—

        Pro forma information regarding net income and earnings per share is required by SFAS No. 123 and has been determined as if Von Hoffmann had accounted for its employee stock options under the fair value method of SFAS No. 123. The fair value for these options was estimated at the date of grant using the minimum value method. Under this method, the expected volatility of Von Hoffmann common stock is not estimated, as there is no market for Von Hoffmann common stock in which to monitor stock price volatility. The calculation of the fair value of the options granted in 2003 assumes a risk-free interest rate of 3.00%, an assumed dividend yield of 0.00%, and an expected life of the options of five years. The weighted average fair value of options granted during 2003 was $0.14 per share. The weighted average remaining contractual life of the options is 5.22 years. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' estimated vesting period.

        Option valuation models require the input of highly subjective assumptions. Because Von Hoffmann's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. Based on the above assumptions, the Companies' pro forma net loss incorporating this amortization would not have been materially different from reported amounts during the five-month period ended January 31, 2004.

Arcade

        Arcade adopted the 1998 Stock Option Plan (the Option Plan) for certain employees and directors of Arcade. The Option Plan authorizes the issuance of options to acquire up to 1,650,000 shares of AHC I's common stock. Arcade's Board of Directors determines the terms of each individual options grant. The exercise price for each grant is required to be set at least equal to the fair market value per

F-45

share of AHC I's common stock provided that the exercise price shall not be less than $1.00 per share. Options vest over periods ranging from one to eight years. Certain options are eligible for accelerated vesting based on targeted EBITDA. EBITDA is net income or loss plus income taxes, interest expense, management fees, loss from early retirement of debt, loss from sale and disposal of fixed assets, depreciation, amortization and impairment loss of goodwill, and amortization of other intangibles less gains from early retirement of debt and settlement of purchase price dispute. Options may be exercisable for up to ten years.

        A summary of AHC I's stock option activity and related information for the five-month period ended December 31, 2003 follows:

	2003
	Number of options	Weighted average exercise price
	Shares in thousands
Outstanding at August 1, 2003	1,527	$	1.00
Granted	—		—
Forfeited	—		—
Outstanding at end of year	1,527		1.00
Exercisable at end of year	1,440		1.00
Weighted average remaining contractual life	6.2 years		—

Stock Loan Programs

        In connection with the merger, the remaining stock loans issued in May 2000 to certain members of senior management of Jostens to purchase shares of Jostens common stock were repaid, together with accumulated interest. At the end of 2002, the outstanding balance of these loans was $1.6 million, including accumulated interest, and was classified as a reduction in shareholders' equity (deficit) in the balance sheet.

18.    Business Segments

        For the successor period, each business is managed in the following reportable segments: Jostens, Von Hoffmann, and Arcade.

        The Jostens segment provides product and services in three major product categories: yearbooks, class rings, and graduation products, which includes diplomas, graduation regalia such as caps and gowns, accessories, and fine paper announcements.

        The Von Hoffmann segment manufactures four-color casebound and softcover educational textbooks and related components for major publishers of books in the United States.

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        The Arcade segment markets and manufactures multisensory marketing, interactive advertising, and sampling systems that utilize various technologies that engage the senses of touch, sight, and smell.

	Combined (Successor)
	Five Months 2003
	In thousands
Net sales to external customers
Jostens	$	284,171
Von Hoffmann		143,280
Arcade		58,907
Total combined	$	486,358
Net loss from continuing operations
Jostens	$	36,222
Von Hoffmann		6,906
Arcade		8,520
Total combined	$	51,648
Assets
Jostens	$	1,720,358
Von Hoffmann		565,505
Arcade		215,724
Total combined	$	2,501,587
Depreciation and amortization
Jostens	$	36,132
Von Hoffmann		11,140
Arcade		3,373
Total combined	$	50,645
Interest
Jostens	$	28,621
Von Hoffmann		18,559
Arcade		17,121
Total combined	$	64,301

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Income tax
Jostens	$	17,955
Von Hoffmann		3,651
Arcade		(1,988	)
Total combined	$	19,618
Net sales by geographic area
United States	$	449,127
France		9,818
Other, primarily Canada		27,413
Total combined	$	486,358
Net property, plant, and equipment and intangible assets by geographic area
United States	$	2,054,092
Other, primarily Canada		5,606
Total combined	$	2,059,698

        For the predecessor period, Jostens managed its business on the basis of one reportable segment: the development, manufacturing, and distribution of school-related affinity products.

        Revenues are reported in the geographic area where the final sales to customers are made, rather than where the transaction originates. No single customer accounted for more than 10% of revenue in the pre-merger and post-merger period of 2003 or in fiscal years 2002 or 2001.

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        The following tables present net sales by class of similar products and certain geographic information:

	Jostens, Inc. (Predecessor)
	Seven Months 2003		2002		2001
	In thousands
Net sales by classes of similar products
Yearbooks	$	229,041	$	318,451	$	299,856
Class rings		90,785		204,148		204,243
Graduation products		163,535		179,713		181,885
Photography		20,697		53,672		50,576
Consolidated	$	504,058	$	755,984	$	736,560
Net sales by geographic area
United States	$	484,460	$	716,110	$	697,484
Other, primarily Canada		19,598		39,874		39,076
Consolidated	$	504,058	$	755,984	$	736,560
Net property, plant, and equipment and intangible assets by geographic area
United States			$	77,217	$	78,394
Other, primarily Canada				3,160		3,556
Consolidated			$	80,377	$	81,950

19.    Discontinued Operations/Restructuring

        In December 2001, the Board of Directors of Jostens approved a plan to exit its former Recognition business in order to focus its resources on the core school-related affinity products business. Prior to the end of 2001 and in connection with Jostens' exit, it sold certain assets of the Recognition business to a supplier who manufactures awards and trophies. Jostens received cash proceeds in the amount of $2.5 million and noncash proceeds of $0.8 million in the form of a promissory note that was paid in 2002. The results of the Recognition business are reflected as discontinued operations in the statement of operations for all periods presented.

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        Revenue and loss from discontinued operations were as follows:

	2003			2002			2001
	In thousands
Revenue from external customers	$	16,306		$	—		$	55,913
Pretax loss from operations of discontinued operations before measurement date		2,214			—			(9,036	)
Pretax gain (loss) on disposal		—			2,708			(27,449	)
Income tax (expense) benefit		(863	)		(1,071	)		14,045
Gain (loss) on discontinued operations	$	1,351		$	1,637		$	(22,440	)

        During 2001, the results of discontinued operations encompassed the period through the December 3, 2001 measurement date. The $27.4 million pretax loss on disposal of the discontinued business consisted of a noncash charge of $11.1 million to write off certain net assets of the Recognition business plus a $16.3 million charge for accrued costs related to exiting the Recognition business.

        During 2002, Jostens reversed $2.3 million of the accrued charges based on its revised estimates for employee separation costs and phase-out costs. Of the total adjustment, $0.5 million resulted from modifying the anticipated workforce reduction from 150 to 130 full-time positions and $1.8 million resulted from lower information systems, customer service and internal support costs, and lower receivable write-offs than originally anticipated. In addition, Jostens reversed $0.4 million in other liabilities for a total pretax gain on discontinued operations of $2.7 million ($1.6 million net of tax). Components of the accrued disposal costs, which are included in "current liabilities of discontinued operations" in the balance sheet, are as follows:

								Utilization
	Initial charge		Prior accrual		Net adjustments			Prior periods			Pre-Merger 2003			Post-Merger 2003			Balance end of 2003
					In thousands
Employee separation benefits and other related costs	$	6,164	$	—	$	(523	)	$	(5,109	)	$	(156	)	$	—		$	376
Phase-out costs of exiting the Recognition business		4,255		—		(1,365	)		(2,591	)		(72	)		(7	)		220
Salesperson transition benefits		2,855		1,236		(191	)		(767	)		(688	)		(252	)		2,193
Other costs related to exiting the Recognition business		3,018		1,434		(228	)		(4,224	)		—			—			—
	$	16,292	$	2,670	$	(2,307	)	$	(12,691	)	$	(916	)	$	(259	)	$	2,789

        Jostens' obligation for separation benefits continues through 2004 over the benefit period as specified under its severance plan, and transition benefits will continue to be paid through the period of statutory obligations.

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        On December 11, 2003, Von Hoffmann announced the closure of two manufacturing facilities under the Precision Offset Printing Company Inc. (Precision) subsidiary. The remaining operations will be combined into the Pennsauken, New Jersey-based Lehigh Litho division of Lehigh Press. The purpose of the closures is to reduce the cost structure as well as consolidate its service offerings (i.e. products, people, etc.) to the educational customers who print products on plastics and other synthetic substrates.

        Von Hoffmann estimates the pretax expenses associated with the above closures to total approximately $4.0 million to $4.5 million consisting of employee severance ($0.7 million); revision of depreciable assets and salvage value of property, plant, and equipment ($2.7 million); and other cash charges ($0.7 million). Of these amounts, none were recognized to date in 2003. These amounts will be recognized over the first two quarters of 2004.

20.    Special Charges

        During 2001, Jostens recorded special charges totaling $2.5 million. Jostens incurred costs of $2.1 million for severance and related separation benefits in connection with the departure of a senior executive and two other management personnel. In addition, Jostens elected to terminate its joint venture operations in Mexico City, Mexico and took a charge of $0.4 million, primarily to write off the net investment. Jostens utilized $2.3 million of the aggregate special charge in 2001, less than $0.1 million in 2002, and the remaining balance in the combined successor period of 2003.

21.    Pending Transactions

        On July 21, 2004, JHC, our parent company, entered into a contribution agreement (the Contribution Agreement) with Fusion Acquisition LLC (AcquisitionCo), a newly formed entity owned by investment funds of Kohlberg Kravis & Roberts Co. L.P. (KKR), pursuant to which JHC shall issue common stock of JHC to AcquisitionCo and AcquisitionCo shall contribute to JHC the capital stock of each of (i) Von Hoffmann, a leading printer of educational textbooks, supplemental materials, book components, and direct marketing print services, and (ii) Arcade, a leading manufacturer of sampling products for the fragrance, cosmetics, consumer products, and food and beverage industries. AcquisitionCo will acquire each of Von Hoffmann and Arcade immediately prior to consummation of the Contribution Agreement pursuant to separate merger agreements entered into between AcquisitionCo and Von Hoffmann and Arcade, respectively. The transactions are expected to close late in the third quarter or early in the fourth quarter of 2004.

        Von Hoffmann and Arcade are each currently controlled by DLJ Merchant Banking Partners II, L.P. and certain of its affiliated funds. DLJ Merchant Banking Partners III, L.P. and certain of its affiliated funds (collectively, the "DLJMB III Funds") currently beneficially own approximately 82.5% of JHC's outstanding voting securities. Upon the closing of the transactions contemplated by the Contribution Agreement, KKR will be issued equity interests representing up to 45% of the economic interests and up to 50% of the voting interests of JHC, and the DLJMB III Funds will own equity interests representing approximately 45% of the economic interests and approximately 41% of the voting interests of JHC. Upon the closing of the Contribution Agreement, the Board of Directors of JHC is expected to consist of nine directors, four of whom will be appointed by KKR, four of whom

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will be appointed by the DLJMB III Funds, and one of whom will be the Chief Executive Officer of JHC, initially Marc Reisch.

        In connection with the transactions, Jostens IH Corp. has received a commitment from Credit Suisse First Boston for new senior secured credit facilities consisting of (i) two senior secured term loan facilities in an aggregate principal amount of up to $1,020.0 million and (ii) a senior secured revolving credit facility in an aggregate principal amount of $250.0 million (the Credit Facilities) and a $500.0 million increasing rate bridge loan facility (the Bridge Facility). Jostens IH Corp. expects to use a portion of the proceeds from the Credit Facilities and the Bridge Facility (or any offering of notes that may be issued in lieu of the Bridge Facility) to fund certain tender payments due to holders of Jostens' 12.75% senior subordinated notes due 2010 who elect to tender their notes pursuant to a tender offer and consent solicitation expected to be commenced in August 2004 and to satisfy and discharge the indenture with respect to the notes that are not tendered pursuant to such tender offer. In connection with the transactions, Von Hoffmann and Arcade are each expected to tender for certain of their own existing indebtedness and redeem such indebtedness not so tendered, or defease or satisfy and discharge the indentures governing such indebtedness. Concurrently with the consummation of the transactions contemplated by the Contribution Agreement, Jostens intends to repurchase all issued and outstanding shares of the 14% Jostens redeemable preferred stock. JHC's 10.25% Senior Discount Notes are expected to remain outstanding.

        The Credit Facilities will require that we meet certain financial covenants, ratios, and tests, including a maximum leverage ratio, a maximum senior leverage ratio and a minimum interest coverage ratio. In addition, we will be required to pay certain fees in connection with the Credit Facilities, including letter of credit fees, agency fees, and commitment fees on the average daily unused portion of the revolving credit facility.

22.    Condensed Consolidating Guarantor Information

        The following statements present summarized combined financial information for certain wholly-owned subsidiaries which will guarantee JIHC's debt on a full unconditional and joint and several basis.

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        The guarantor subsidiaries are 100% owned subsidiaries. Condensed consolidating financial information for JIHC and its guarantor subsidiaries is as follows:

Condensed Consolidating Statement of Operations

Five Months 2003

		Issuer			Guarantors			Non-Guarantors			Eliminations			Total
Net sales		$	—		$	453,031		$	45,858		$	(12,531	)	$	486,358
Cost of products sold			—			314,709			21,709			(12,639	)		323,779
Gross profit			—			138,322			24,149			108			162,579
Selling and administrative expenses			—			148,144			17,956			—			166,100
Transaction costs			—			226			—			—			226
	Operating (loss) income		—			(10,048	)		6,193			108			(3,747	)
Interest income			—			133			297			—			430
Interest expense			(2,820	)		(63,518	)		(783	)		—			(67,121	)
Loss on redemption of debt			—			(503	)		—			—			(503	)
Other			—			(325	)		—			—			(325	)
(Loss) income from continuing operations before income taxes			(2,820	)		(74,261	)		5,707			108			(71,266	)
Benefit from (provision for) income taxes			—			22,320			(2,660	)		(42	)		19,618
	(Loss) income from continuing operations		(2,820	)		(51,941	)		3,047			66			(51,648	)
Gain on discontinued operations			—			1,351			—			—			1,351
Net (loss) income		$	(2,820	)	$	(50,590	)	$	3,047		$	66		$	(50,297	)

F-53

Condensed Consolidating Statement of Operations

Seven Months 2003

		Guarantors			Non-Guarantors			Eliminations			Total
Net sales		$	485,482		$	24,205		$	(5,629	)	$	504,058
Cost of products sold			213,742			10,481			(5,629	)		218,594
Gross profit			271,740			13,724			—			285,464
Selling and administrative expenses			184,283			12,147			—			196,430
Transaction costs			30,960			—			—			30,960
	Operating income		56,497			1,577			—			58,074
Interest income			62			20			—			82
Interest expense			(32,039	)		(489	)		—			(32,528	)
Loss on redemption of debt			(13,878	)		—			—			(13,878	)
Income from continuing operations before income taxes			10,642			1,108			—			11,750
Provision for income taxes			(8,500	)		(195	)		—			(8,695	)
	Income from continuing operations		2,142			913			—			3,055
Cumulative effect of accounting change			4,585			—			—			4,585
Net income		$	6,727		$	913		$	—		$	7,640

F-54

Condensed Consolidating Statement of Operations

2002

		Guarantors			Non-Guarantors			Eliminations			Total
Net sales		$	716,825		$	53,593		$	(14,434	)	$	755,984
Cost of products sold			307,936			22,459			(14,434	)		315,961
Gross profit			408,889			31,134			—			440,023
Selling and administrative expenses			282,243			24,206			—			306,449
	Operating income		126,646			6,928			—			133,574
Interest income			752			357			—			1,109
Interest expense			(68,100	)		(335	)		—			(68,435	)
Loss on redemption of debt			(1,765	)		—			—			(1,765	)
Income from continuing operations before income taxes			57,533			6,950			—			64,483
Provision for income taxes			(32,957	)		(3,257	)		—			(36,214	)
	Income from continuing operations		24,576			3,693			—			28,269
Gain on discontinued operations			1,578			59			—			1,637
Net income		$	26,154		$	3,752		$	—		$	29,906

F-55

Condensed Consolidating Statement of Operations

2001

		Guarantors			Non-Guarantors			Eliminations			Total
Net sales		$	698,383		$	52,166		$	(13,989	)	$	736,560
Cost of products sold			302,881			22,320			(13,989	)		311,212
Gross profit			395,502			29,846			—			425,348
Selling and administrative expenses			277,912			23,015			—			300,927
Special charges			2,216			324			—			2,540
	Operating income		115,374			6,507			—			121,881
Interest income			1,741			528			—			2,269
Interest expense			(78,944	)		(91	)		—			(79,035	)
Income from continuing operations before income taxes			38,171			6,944			—			45,115
Provision for income taxes			(15,106	)		(3,469	)		—			(18,575	)
	Income from continuing operations		23,065			3,475			—			26,540
Loss on discontinued operations			(20,536	)		(1,904	)		—			(22,440	)
Net income		$	2,529		$	1,571		$	—		$	4,100

F-56

Condensed Consolidating Balance Sheet

2003

		Issuer		Guarantors			Non- Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents		$	—	$	37,061		$	6,631	$	—		$	43,692
Accounts receivable, net			—		114,511			11,464		—			125,975
Inventories, net			—		107,258			2,701		(19	)		109,940
Deferred income taxes			—		4,327			75		—			4,402
Salesperson overdrafts, net			—		22,388			7,674		—			30,062
Prepaid expenses and other current assets			—		17,371			955		7			18,333
Assets held for sale			—		59,652			—		—			59,652
	Total current assets		—		362,568			29,500		(12	)		392,056
Property, plant, and equipment			—		240,878			4,570		—			245,448
Goodwill			—		1,090,478			39,487		—			1,129,965
Intangibles, net			—		660,501			23,784		—			684,285
Deferred financing costs, net			—		37,905			931		—			38,836
Other assets			—		12,494			214		(1,711	)		10,997
Intercompany			—		(980	)		980		—			—
Investment in subsidiaries			315,815		—			—		(315,815	)		—
		$	315,815	$	2,403,844		$	99,466	$	(317,538	)	$	2,501,587
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Short-term borrowings		$	—	$	3,438		$	13,013	$	—		$	16,451
Accounts payable			—		34,197			3,009		—			37,206
Accrued employee compensation and related taxes			—		38,365			1,631		—			39,996
Commissions payable			—		15,626			2,973		—			18,599
Customer deposits			—		145,636			4,700		—			150,336
Income taxes payable			—		7,695			1,941		—			9,636
Interest payable			—		22,862			—		—			22,862
Current portion of long-term debt			—		2,000			—		—			2,000
Deferred income taxes			—		4,283			—		—			4,283
Other accrued liabilities			—		17,843			3,401		—			21,244
Current liabilities of discontinued operations			—		3,100			—		—			3,100
	Total current liabilities		—		295,045			30,668		—			325,713
Long-term debt less current maturities			—		1,306,675			—		—			1,306,675
Redeemable preferred stock			—		258,787			—		—			258,787
Deferred income taxes			—		251,887			8,895		—			260,782
Pension liabilities, net			—		18,695			—		—			18,695
Other noncurrent liabilities			—		16,722			121		—			16,843
	Total liabilities		—		2,147,811			39,684		—			2,187,495
	Total shareholders' equity (deficit)		315,815		256,033			59,782		(317,538	)		314,092
		$	315,815	$	2,403,844		$	99,466	$	(317,538	)	$	2,501,587

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Condensed Consolidating Balance Sheet

2002

		Guarantors			Non- Guarantors			Eliminations			Total
ASSETS
Cash and cash equivalents		$	7,552		$	3,386		$	—		$	10,938
Accounts receivable, net			54,554			4,473			—			59,027
Inventories, net			67,421			1,927			—			69,348
Deferred income taxes			13,631			—			—			13,631
Salesperson overdrafts, net			19,990			5,595			—			25,585
Prepaid expenses and other current assets			8,388			226			—			8,614
	Total current assets		171,536			15,607			—			187,143
Property, plant, and equipment, net			63,143			2,305			—			65,448
Goodwill			13,595			855			—			14,450
Intangibles, net			479			—			—			479
Deferred financing costs, net			22,429			236			—			22,665
Pension assets, net			21,122			—			—			21,122
Other assets			17,873			53			(1,712	)		16,214
Intercompany			(1,928	)		1,928			—			—
		$	308,249		$	20,984		$	(1,712	)	$	327,521
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Short-term borrowings		$	—		$	8,960		$	—		$	8,960
Accounts payable			13,067			826			—			13,893
Accrued employee compensation and related taxes			29,885			1,469			—			31,354
Commissions payable			13,008			2,686			—			15,694
Customer deposits			129,888			3,952			—			133,840
Income taxes payable			4,728			2,588			—			7,316
Interest payable			10,789			—			—			10,789
Current portion of long-term debt			17,094			—			—			17,094
Other accrued liabilities			13,955			1,013			—			14,968
Current liabilities of discontinued operations			4,323			—			—			4,323
	Total current liabilities		236,737			21,494			—			258,231
Long-term debt less current maturities			563,334			—			—			563,334
Deferred income taxes			9,668			—			—			9,668
Other noncurrent liabilities			7,977			1			—			7,978
	Total liabilities		817,716			21,495			—			839,211
Redeemable preferred stock			70,790			—			—			70,790
	Total shareholders' (deficit)		(580,257	)		(511	)		(1,712	)		(582,480	)
		$	308,249		$	20,984		$	(1,712	)	$	327,521

F-58

Condensed Consolidated Statements of Cash Flows

Five Months 2003

		Issuer			Guarantors			Non- Guarantors			Eliminations			Total
Net loss income		$	(2,820	)	$	(50,590	)	$	3,047		$	66		$	(50,297	)
Other cash provided by operating activities			2,820			144,080			5,997			(66	)		152,831
	Net cash provided by operating activities		—			93,490			9,044			—			102,534
Acquisition of businesses, net of cash acquired			(417,934	)		(111,409	)		(2,409	)		—			(531,752	)
Purchases of property, plant, and equipment			—			(19,922	)		(778	)		—			(20,700	)
Proceeds from sale of property, plant, and equipment			—			198			—			—			198
Other investing activities, net			—			(73	)		(20	)		—			(93	)
	Net cash used in investing activities		(417,934	)		(131,206	)		(3,207	)		—			(552,347	)
Net short-term borrowings			—			11,038			620			—			11,658
Principal payments on long-term debt			—			(25,875	)		—			—			(25,875	)
Redemption of senior subordinated notes payable			—			(9,325	)		—			—			(9,325	)
Proceeds from issuance of long-term debt			—			3,705			—			—			3,705
Proceeds from issuance of common stock			317,934			20,000			—			—			337,934
Debt financing costs			—			(3,504	)		—			—			(3,504	)
Proceeds from issuance of senior notes			—			62,850			—			—			62,850
Proceeds from issuance of preferred stock			100,000			—			—			—			100,000
Repayment of preferred stock			(102,820	)		—			—			—			(102,820	)
Contributions from Jostens Holding Corp.			102,820			—			—			—			102,820
Other financing activities, net			—			3,096			(3,096	)		—			—
	Net cash provided by (used in) financing activities		417,934			61,985			(2,476	)		—			477,443
Effect of exchange rate changes on cash and cash equivalents			—			—			144			—			144
Increase in cash and cash equivalents			—			24,269			3,505			—			27,774
Cash and cash equivalents, beginning of period			—			15,185			733			—			15,918
Cash and cash equivalents, end of period		$	—		$	39,454		$	4,238		$	—		$	43,692

F-59

Condensed Consolidated Statements of Cash Flows

Seven Months 2003

		Guarantors			Non- Guarantors			Eliminations		Total
Net income		$	6,727		$	913		$	—	$	7,640
Other cash used in operating activities			(11,548	)		(2,885	)		—		(14,433	)
	Net cash used in operating activities		(4,821	)		(1,972	)		—		(6,793	)
Acquisition of businesses, net of cash acquired			(4,942	)		(66	)		—		(5,008	)
Purchases of property, plant, and equipment			(5,721	)		(408	)		—		(6,129	)
Proceeds from sale of property, plant, and equipment			90			—			—		90
Other investing activities, net			(828	)		—			—		(828	)
	Net cash used in investing activities		(11,401	)		(474	)		—		(11,875	)
Net short-term borrowings			—			1,500			—		1,500
Repurchase of common stock and warrants			(471,044	)		—			—		(471,044	)
Principal payments on long-term debt			(379,270	)		—			—		(379,270	)
Proceeds from issuance of long-term debt			475,000			—			—		475,000
Proceeds from issuance of common stock			417,934			—			—		417,934
Debt financing costs			(20,212	)		—			—		(20,212	)
Merger costs			(12,608	)		—			—		(12,608	)
Other financing activities, net			1,909			(284	)		—		1,625
	Net cash provided by financing activities		11,709			1,216			—		12,925
Effect of exchange rate changes on cash and cash equivalents			—			236			—		236
Decrease in cash and cash equivalents			(4,513	)		(994	)		—		(5,507	)
Cash and cash equivalents, beginning of period			7,552			3,386			—		10,938
Cash and cash equivalents, end of period		$	3,039		$	2,392		$	—	$	5,431

F-60

Condensed Consolidated Statements of Cash Flows

2002

		Guarantors			Non- Guarantors			Eliminations		Total
Net income		$	26,154		$	3,752		$	—	$	29,906
Other cash provided by operating activities			21,722			3,844			—		25,566
	Net cash provided by operating activities		47,876			7,596			—		55,472
Purchases of property, plant, and equipment			(22,387	)		(456	)		—		(22,843	)
Proceeds from sale of property, plant, and equipment			1,256			—			—		1,256
Other investing activities, net			(1,225	)		—			—		(1,225	)
	Net cash used in investing activities		(22,356	)		(456	)		—		(22,812	)
Net short-term borrowings			—			8,960					8,960
Repurchase of common stock and warrants			(2,851	)		—			—		(2,851	)
Principal payments on long-term debt			(60,855	)		—			—		(60,855	)
Redemption of senior subordinated notes payable			(8,456	)		—			—		(8,456	)
Debt financing costs			(1,384	)		(236	)		—		(1,620	)
Canada dividend			32,150			(32,150	)		—		—
Other financing activities, net			642			(642	)		—		—
	Net cash used in financing activities		(40,754	)		(24,068	)		—		(64,822	)
Effect of exchange rate changes on cash and cash equivalents			—			—			—		—
Decrease in cash and cash equivalents			(15,234	)		(16,928	)		—		(32,162	)
Cash and cash equivalents, beginning of period			22,786			20,314			—		43,100
Cash and cash equivalents, end of period		$	7,552		$	3,386		$	—	$	10,938

F-61

Condensed Consolidated Statements of Cash Flows

2001

		Guarantors			Non- Guarantors			Eliminations		Total
Net income		$	2,529		$	1,571		$	—	$	4,100
Other cash provided by operating activities			65,007			2,540			—		67,547
	Net cash provided by operating activities		67,536			4,111			—		71,647
Purchases of property, plant, and equipment			(21,096	)		(1,109	)		—		(22,205	)
Purchases of property, plant, and equipment related to discontinued operations			(496	)		—			—		(496	)
Proceeds from sale of property, plant, and equipment			4,148			56			—		4,204
Proceeds from sale of business			2,500			—			—		2,500
Other investing activities, net			168			—			—		168
	Net cash used in investing activities		(14,776	)		(1,053	)		—		(15,829	)
Repurchase of common stock and warrants			(396	)		—			—		(396	)
Principal payments on long-term debt			(38,874	)		—			—		(38,874	)
Other financing activities, net			1,561			(1,561	)		—		—
	Net cash used in financing activities		(37,709	)		(1,561	)		—		(39,270	)
Increase in cash and cash equivalents			15,051			1,497			—		16,548
Cash and cash equivalents, beginning of period			7,735			18,817			—		26,552
Cash and cash equivalents, end of period		$	22,786		$	20,314		$	—	$	43,100

F-62

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Six Months Ended
		Combined (Successor) July 3, 2004		Jostens, Inc. (Predecessor) June 28, 2003
		(In thousands)
Net sales		$	810,785	$	496,460
Cost of products sold			482,759		211,750
	Gross profit		328,026		284,710
Selling and administrative expenses			235,502		180,047
Transaction costs			1,229		—
	Operating income		91,295		104,663
Net interest expense			77,759		27,475
Loss on redemption of debt			420		—
Other expense			156		—
Income from continuing operations before income taxes			12,960		77,188
Provision for income taxes			3,526		32,079
Income from continuing operations			9,434		45,109
Discontinued operations, net of tax			4,229		—
	Net income		13,663		45,109
Dividends and accretion on redeemable preferred stock			—		(6,525	)
	Net income available to common shareholders	$	13,663	$	38,584

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-63

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONDENSED COMBINED BALANCE SHEETS

(UNAUDITED)

		(Successor) July 3, 2004			(Successor) January 3, 2004
		(In thousands)
ASSETS
Cash and cash equivalents		$	28,527		$	43,692
Accounts receivable, net			169,169			125,975
Inventories, net			96,890			109,940
Deferred income taxes			14,573			4,402
Assets held for sale			62,280			59,652
Salespersons overdrafts, net of allowance of $10,510 and $10,953			21,414			30,062
Prepaid expenses and other current assets			10,585			18,333
	Total current assets		403,438			392,056
Property and equipment			468,375			466,552
Less accumulated depreciation			(244,675	)		(221,104	)
	Property and equipment, net		223,700			245,448
Goodwill			1,111,041			1,129,965
Intangibles, net			627,750			684,285
Other assets			45,019			49,833
		$	2,410,948		$	2,501,587
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings		$	9,675		$	16,451
Accounts payable			43,382			37,206
Accrued employee compensation			40,620			39,996
Commissions payable			45,653			18,599
Customer deposits			57,866			150,336
Income taxes payable			34,200			9,636
Interest payable			22,564			22,862
Current portion of long-term debt			5,150			2,000
Other accrued liabilities			22,932			28,627
	Total current liabilities		282,042			325,713
Long-term debt, less current maturities			1,260,515			1,306,675
Redeemable preferred securities (liquidation preference: $239,059 and $222,567)			255,387			258,787
Deferred income taxes			250,844			260,782
Other noncurrent liabilities			34,144			35,538
	Total liabilities		2,082,932			2,187,495
Commitments and contingencies
Common stock:
	Jostens, Inc.		—			—
	Von Hoffmann Holdings, Inc.		916			916
	AHC I Acquisition Corp.		2			161
Additional paid-in capital			543,097			542,938
Treasury stock			(8,470	)		(8,470	)
Carryover basis			(15,730	)		(15,730	)
Officer notes receivable			(553	)		(528	)
Accumulated deficit			(192,438	)		(206,101	)
Accumulated other comprehensive income			1,192			906
	Total shareholders' equity		328,016			314,092
		$	2,410,948		$	2,501,587

The accompanying notes are an integral part of the unaudited condensed financial statements.

F-64

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Six Months Ended
			Combined (Successor) July 3, 2004			Jostens, Inc. (Predecessor) June 28, 2003
			(In thousands)
OPERATING ACTIVITIES
Net income			$	13,663		$	45,109
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation			30,070			10,941
	Amortization included in interest expense			3,515			2,664
	Other amortization			57,044			1,687
	Accrued interest on redeemable preferred stock and subordinated debt			25,202			—
	Deferred income taxes			(23,915	)		—
	Other non cash reconciling items			246			95
	Changes in assets and liabilities			(58,644	)		(28,343	)
		Net cash provided by operating activities		47,181			32,153
INVESTING ACTIVITIES
Acquisition of business, net of cash acquired				—			(5,008	)
Purchases of property and equipment				(13,745	)		(5,369	)
Other investing activities, net				5,196			(407	)
		Net cash used for investing activities		(8,549	)		(10,784	)
FINANCING ACTIVITIES
Principal payments on long-term debt				(47,487	)		(8,218	)
Redemption of senior subordinated notes payable				(5,800	)		—
Other financing activities, net				(448	)		(1,420	)
		Net cash used for financing activities		(53,735	)		(9,638	)
Effect of exchange rate changes on cash and cash equivalents				(62	)		271
(Decrease) increase in cash and cash equivalents				(15,165	)		12,002
Cash and cash equivalents, beginning of period				43,692			10,938
Cash and cash equivalents, end of period			$	28,527		$	22,940

F-65

JOSTENS IH CORP. AND SUBSIDIARIES,
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES,
AND AHC I ACQUISITION CORP. AND SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

1.    Significant Accounting Policies

Basis of Presentation

        The accompanying unaudited condensed consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Companies to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

        As a result of the 2003 merger transaction as discussed in Note 2, Jostens applied purchase accounting and a new basis of accounting began on July 29, 2003. The six months ended June 28, 2003 are a predecessor period and the six months ended July 3, 2004 are a successor period. The financial statements for the predecessor period are those of Jostens, Inc. and its wholly-owned subsidiaries. The financial statements for the successor period are presented on a combined basis and include the accounts of Jostens IH Corp. and subsidiaries (Jostens), Von Hoffmann Holdings Inc and subsidiaries. (Von Hoffmann) and AHC I Acquisition Corp. and subsidiaries (Arcade) (combined, "the Companies"), which are held under common ownership by DLJ Merchant Banking Partners III (DLJ).

        Jostens, 82% indirectly owned by DLJ, is a provider of school-related affinity products and services in three major product categories: yearbooks, class rings and graduation products, which includes diplomas, graduation regalia, such as caps and gowns, accessories and fine paper announcements. Jostens is also a provider of school photography products and services in Canada and has a small but growing presence in the United States. Jostens utilizes a 52–53 week fiscal year ending on the Saturday nearest December 31.

        Von Hoffmann, 99% owned by DLJ, is a manufacturer of four-color case bound and soft-cover educational textbooks and related components for major publishers of books in the United States. Von Hoffmann utilizes a calendar fiscal year and is combined as of June 30, 2004 and for the period from January 1, 2004 to June 30, 2004.

        Arcade, 99% owned by DLJ, is a global marketer and manufacturer of multi-sensory marketing, interactive advertising and sampling systems that utilize various technologies that engage the senses of touch, sight and olfactory. Arcade utilizes a fiscal year end June 30 and is combined as of June 30, 2004 and for the period from January 1, 2004 to June 30, 2004.

        Certain amounts in our prior period financial statements and notes have been reclassified to conform to the current period presentation.

F-66

Stock-Based Compensation

        The Companies apply the intrinsic method prescribed by Accounting Principles Board Opinion (APB) 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for stock options granted to employees and non-employee directors. Accordingly, no compensation cost has been reflected in net income for these plans since all options are granted at or above fair value. The Companies have determined the impact of any stock compensation expense under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) 123, Accounting for Stock-Based Compensation to be immaterial to the consolidated and combined financial statements and, therefore, have not presented pro forma information regarding net income.

New Accounting Standards

FSP 106-1—Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003

        On December 8, 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the "Act") was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor's postretirement health care plans. In accordance with Financial Accounting Standards Board (FASB) Staff Position (FSP) 106-1, all amounts are presented without reflecting any potential effects of the Act. On May 19, 2004, the FASB issued FSP 106-2, which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit cost to reflect the effects of the Act in the first interim period beginning after June 15, 2004. The Companies do not expect the adoption of the Act to have a material impact on the consolidated and combined financial statements.

2.    2003 Merger

        On June 17, 2003, Jostens Holding Corp. (Jostens Holdings), the parent company of Jostens IH Corp., entered into a merger agreement with Jostens, Inc. and Ring Acquisition Corp., an entity organized for the sole purpose of effecting its acquisition of Jostens, Inc. On July 29, 2003, Ring Acquisition Corp. merged with and into Jostens, Inc. with Jostens, Inc. becoming the surviving company and an indirect subsidiary of Jostens Holding Corp. (the merger).

        In connection with the merger, Jostens Holdings invested $317.9 million into JIHC, a controlled subsidiary of Jostens Holdings and the direct parent of Jostens, Inc. following the merger. JIHC used the $317.9 million, along with $100.0 million of proceeds from the issuance of redeemable preferred stock, to make a capital contribution of $417.9 million to Jostens, Inc. Jostens, Inc. used the proceeds from the capital contribution, along with incremental borrowings under their new senior secured credit facility, to repurchase all previously outstanding common stock and warrants. Jostens, Inc. paid $471.0 million to holders of common stock and warrants representing a cash payment of $48.25 per share.

        Jostens accounted for the merger as a purchase in accordance with the provisions of SFAS 141, "Business Combinations". The price paid to holders of common stock and warrants of $471.0 million was allocated to the tangible and intangible assets acquired and liabilities assumed based upon their

F-67

relative fair values as of the date of the merger. As of July 3, 2004, the preliminary allocation of the purchase price, excluding certain transaction costs, was as follows:

	(In thousands)
Current assets	$	165,280
Property and equipment		101,389
Intangible assets		660,399
Goodwill		709,724
Other assets		18,622
Current liabilities		(202,635	)
Long-term debt		(594,494	)
Redeemable preferred stock		(106,511	)
Deferred income taxes		(252,209	)
Other liabilities		(28,521	)
	$	471,044

        Jostens has estimated the fair value of their assets and liabilities as of the merger date utilizing information available at the time that the consolidated financial statements were prepared. These estimates are subject to refinement until all pertinent information has been obtained. During the six months ended July 3, 2004, Jostens recorded purchase price adjustments through goodwill to reduce the fair value of its redeemable preferred stock and its property and equipment in the amounts of $20.0 million and $0.6 million, respectively, and established a $2.9 million purchase accounting liability.

        The $2.9 million purchase accounting liability is for severance and other personnel costs related to the involuntary termination or relocation of employees associated with management's plans, as of the merger date, to cease production at Jostens' Red Wing, MN manufacturing facility. Production and customer service of graduation diplomas will be transferred to facilities in Owatonna, MN, Shelbyville, TN and Topeka, KS. The decision to close the Red Wing facility was based on improving customer service and overall efficiency of Jostens. On June 22, 2004, Jostens formally communicated the termination of employment to 180 full-time and seasonal plant and administrative employees. Jostens anticipates that the majority of these costs will be paid during 2004.

3.    The Lehigh Press, Inc. Acquisition

        On October 22, 2003, Von Hoffmann acquired all of the outstanding shares of The Lehigh Press, Inc. (Lehigh Press) for approximately $108.3 million (the Lehigh Press Acquisition). Lehigh Press is a leading provider of book covers and other components, and a provider of digital premedia and direct marketing printing services, operating through its Lehigh Lithographers and Lehigh Direct divisions. The acquisition reinforced Von Hoffmann's market position within the elementary and high school case bound education market as well as furthers their strategy to increase product offerings and capabilities to their customer base. The Lehigh Press Acquisition was financed with funds borrowed under Von Hoffmann's senior secured credit agreement and cash on hand.

F-68

        The acquisition was accounted for as a purchase in accordance with the provisions of SFAS No. 141. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on the estimates of their respective fair values at the date of the acquisition.

        During the six months ended July 3, 2004, Lehigh Press completed its final federal and state tax returns for the periods under previous ownership. As a result of these filings, Von Hoffmann adjusted its allocation of the purchase price, which resulted in a decrease to goodwill of $0.4 million and a corresponding reduction in income taxes payable. The allocation of the purchase price is not subject to further adjustments. As of July 3, 2004, the Lehigh Press stock purchase agreement required $6.0 million to be placed in escrow for certain potential indemnification clauses under the stock purchase agreement. The escrow or portions thereof will expire at various dates through April 2005.

        In November 2003, Von Hoffmann's Board of Directors authorized the exploration of a potential sale of Lehigh Direct. Von Hoffmann determined to sell the Lehigh Direct business because it does not serve their core instructional materials market. To assist it in the sale of the Lehigh Direct division, Von Hoffman engaged Credit Suisse First Boston in late November 2003. As a result, retroactive to the date Von Hoffmann acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less expected costs to sell, amounting to $55.0 million, based on recent internal analysis of similar transactions. The preliminary valuation recognized for the Lehigh Direct division could change depending on further analysis of the financial information of Lehigh Direct as well as further review of current market valuations.

        Activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations net of a tax provision of $2.7 million for the six months ended July 3, 2004. Net sales and pre-tax income for the six months ended July 3, 2004 were $47.0 million and $6.9 million, respectively.

        On April 27, 2004, Von Hoffmann announced the closure of Lehigh Press's premedia operating division, located in Elk Grove Village, Illinois. The operations will be combined into H & S Graphics, Inc., Von Hoffmann's existing premedia operation. The impact to on-going operations and financial position will not be material.

4.    Pro Forma Financial Results

        The following unaudited pro forma information presents results of operations as if the 2003 merger and the acquisition of Lehigh Press had occurred at the beginning of fiscal 2003. The unaudited pro forma information also combines the operations of Von Hoffman and Arcade for the six months ended June 28, 2003.

	Six months ended June 26, 2003
	(In thousands)
Revenues	$	781,164
Net income		13,837

F-69

5.    Comprehensive Income

        Comprehensive income and its components, net of tax are presented below:

	Six Months Ended
	Combined (Successor) July 3, 2004		Jostens, Inc. (Predecessor) June 28, 2003
	(In thousands)
Net income	$	13,663	$	45,109
Change in cumulative translation adjustment		194		(327	)
Change in fair value of foreign currency hedge		92		—
Change in fair value of interest rate swap agreement		—		1,189
Comprehensive income	$	13,949	$	45,971

6.    Accounts Receivable and Inventories

        Net accounts receivable were comprised of the following:

	Combined (Successor) July 3, 2004			Combined (Successor) January 3, 2004
	(In thousands)
Trade receivables	$	183,076		$	135,277
Allowance for doubtful accounts		(3,693	)		(3,511	)
Allowance for sales returns		(10,214	)		(5,791	)
Total accounts receivable, net	$	169,169		$	125,975

        Net inventories were comprised of the following:

	Combined (Successor) July 3, 2004			Combined (Successor) January 3, 2004
	(In thousands)
Raw material and supplies	$	46,634		$	34,043
Work in process		39,322			44,932
Finished goods		15,034			34,713
Reserve for obsolescence		(2,858	)		(2,506	)
		98,132			111,182
LIFO reserve		(1,242	)		(1,242	)
Total inventories, net	$	96,890		$	109,940

7.    Assets Held for Sale

        As disclosed in Note 3, Von Hoffmann determined to sell its Lehigh Direct business. In accordance with SFAS No. 144, the carrying value of the division's net assets was adjusted to its fair

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value less costs to sell, amounting to $55.0 million, which was based on internal analysis of recent similar transactions.

        From the acquisition date through July 3, 2004, the value of the asset held for sale changed based on the fluctuations in net assets included within the disposal group. No gain or loss was recognized associated with this change in the net assets of Lehigh Direct, as Von Hoffmann believes the valuation of the asset will change accordingly. The net assets of the Lehigh Direct division consisted of the following:

			Combined (Successor) July 3, 2004		Combined (Successor) January 3, 2004
			(In thousands)
Assets:
	Current assets		$	19,616	$	18,430
	Property, plant, and equipment, net			55,000		54,399
		Total assets		74,616		72,829
Liabilities:
	Current liabilities			8,213		9,054
	Deferred income taxes			4,123		4,123
		Total liabilities		12,336		13,177
Assets held for sale			$	62,280	$	59,652

        Within the statement of operations, activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations, net of tax provision of $2.7 million. For the six months ended July 3, 2004, net sales and pre-tax profit were $47.0 million and $6.9 million, respectively.

8.    Goodwill and Other Intangible Assets

        The increase in goodwill and other intangible assets as of July 3, 2004 compared to the period ended June 28, 2003 is predominantly attributable to the effect of purchase accounting in connection with the July 29, 2003 merger and the acquisition of Lehigh Press.

        The changes in the net carrying amount of goodwill were as follows:

	Combined (Successor) July 3, 2004			Jostens, Inc. (Predecessor) June 28, 2003
	(In thousands)
Balance at beginning of period	$	1,129,965		$	14,450
Goodwill acquired during the period		15			4,781
Purchase price adjustments		(18,909	)		(3,277	)
Currency translation		(30	)		141
Balance at end of period	$	1,111,041		$	16,095

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        The gross carrying amount and accumulated amortization for each major class of other intangible assets were as follows:

	Combined (Successor) July 3, 2004
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net
	(In thousands)
School relationships	10 years	$	330,000	$	(30,977	)	$	299,023
Order backlog	1.5 years		49,394		(37,292	)		12,102
Internally developed software	2 to 5 years		12,200		(3,183	)		9,017
Patented/unpatented technology	3 years		19,592		(5,529	)		14,063
Customer relationships	4 to 8 years		35,455		(6,530	)		28,925
Other	3 years		3,099		(1,679	)		1,420
			449,740		(85,190	)		364,550
Trademarks	Indefinite		263,200		—			263,200
		$	712,940	$	(85,190	)	$	627,750

        Amortization expense related to other intangible assets was $56.6 million and $0.6 million for the six months ended July 3, 2004 and June 28, 2003, respectively.

9.    Restructuring Charges

        On December 11, 2003, Von Hoffmann announced the closure of two manufacturing facilities under the Precision Offset Printing Company Inc. (Precision) subsidiary. The remaining operations will be combined into the Pennsauken, NJ-based Lehigh Lithographers (Litho) division of The Lehigh Press. The purpose of the closure is to reduce the cost structure as well as consolidate its service offerings (i.e., products, people, etc.) to the educational customers who print products on plastics and other synthetic substrates.

        During the six months ended July 3, 2004, Von Hoffmann revised the amount of expected pre-tax expenses associated with the above closure to total approximately $2.2 million. The expenses consist of employee severance and related benefits ($0.7 million); revision of depreciable assets and salvage value of property, plant, and equipment ($1.1 million) and other charges ($0.4 million). The reduction in the amount of total restructuring costs is due to changes in the mix of equipment being transferred and an increase in the level of expected proceeds from disposition of assets.

        During the six months ended July 3, 2004, Von Hoffmann recognized $2.0 million of restructuring related charges. Within costs of products and services, Von Hoffmann recognized incremental depreciation expense of $1.1 million as a result of the revision of depreciable lives and salvage value of property, plant and equipment not being transferred. In addition, Von Hoffmann recognized $0.7 million and $0.2 million within special charges associated with employee severance and other cash charges, respectively. As of July 3, 2004, a restructuring reserve for severance of $0.1 million remains. No restructuring charges were recognized in the comparable prior year period.

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        In conjunction with Jostens exiting their Recognition business in December 2001, they recorded a $27.4 million pre-tax loss on disposal for discontinued operations. The pre-tax loss on disposal consisted of a non-cash charge of $11.1 million to write off certain net assets of the Recognition business plus a $16.3 million charge for accrued costs related to exiting the Recognition business. Components of the accrued exit costs as of July 3, 2004 were as follows:

								Utilization
	Initial charge		Prior accrual		Net adjustments									Balance July 3, 2004
								Prior			2004
								(In thousands)
Employee separation benefits and other related costs	$	6,164	$	—	$	(442	)	$	(5,265	)	$	(66	)	$	391
Phase-out costs of exiting the Recognition business		4,255		—		(1,203	)		(2,670	)		20			402
Salesperson transition benefits		2,855		1,236		(191	)		(1,707	)		(219	)		1,974
Other costs related to exiting the Recognition business		3,018		1,434		(228	)		(4,224	)		—			—
	$	16,292	$	2,670	$	(2,064	)	$	(13,866	)	$	(265	)	$	2,767

        Jostens' obligation for separation benefits continues through 2004 over the benefit period as specified under their severance plan, and transition benefits will continue to be paid through the period of their contractual obligation.

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10.    Long-term Debt

        Long-term debt consists of the following:

		Combined (Successor) July 3, 2004		Combined (Successor) January 3, 2004
		(In thousands)
Senior secured credit facility—Jostens—Term loan		$	417,704	$	453,705
Senior subordinated notes due May 2010—Jostens			224,865		231,702
Senior secured credit agreement—Von Hoffmann—Revolving loan			23,500		25,800
Senior subordinated notes due May 2007—Von Hoffmann			100,000		100,000
Senior notes due March 2009—Von Hoffman			277,485		277,749
Subordinated exchange debentures—Von Hoffmann			44,181		41,169
Borrowings under credit agreement—Arcade:
	Term loan		—		7,250
	Revolving loan		1,500		—
Senior notes due July 2008—Arcade			103,510		103,510
Amended and restated notes due December 2009—Arcade			72,920		67,790
			1,265,665		1,308,675
Less current portion			5,150		2,000
		$	1,260,515	$	1,306,675

        During the six months ended July 3, 2004, Jostens voluntarily prepaid $36.0 million on its senior secured credit facility and redeemed $5.0 million principal amount of its senior subordinated notes, recognizing a loss of $0.4 million. The loss consists of $0.8 million of premium paid on redemption of the notes and a net $0.4 million credit resulting from the write-off of related unamortized premium, original issuance discount and deferred financing costs.

        Jostens, Von Hoffmann and Arcade have revolving credit commitments in the amount of $150.0 million, $100.0 million and $20.0 million, respectively. As of July 3, 2004, Jostens had $9.7 million outstanding in the form of short-term borrowings, at a weighted average interest rate of 5.5%, at their Canadian subsidiary, while Von Hoffmann and Arcade had $23.5 million and $1.5 million, respectively, outstanding in the form of revolving loans. In addition, Jostens and Von Hoffman had $10.8 million and $3.4 million, respectively, outstanding in the form of letters of credit, leaving $221.2 million aggregate funds available under the Companies' revolving credit facilities.

        Jostens' senior secured credit facility and senior subordinated notes contain certain cross-default provisions whereby a violation of a covenant under one debt obligation would, consequently, violate covenants under the other debt obligation. In addition, Von Hoffmann's senior secured credit agreement and senior subordinated notes, as well as Arcade's credit agreement and senior notes, each contain customary covenants and restrictions on the ability of the respective companies to engage in certain activities. As of July 3, 2004, the Companies were in compliance with all covenants.

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11.    Redeemable Preferred Stock

        On June 29, 2003, the Companies adopted SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. In accordance with SFAS 150, they reclassified their redeemable preferred stock to the liabilities section of the condensed balance sheet and began reporting the preferred dividend as interest expense in their results of operations rather than as a reduction to retained earnings. Jostens also recognized $4.6 million cumulative effect of a change in accounting principle. Jostens did not provide any tax benefit in connection with the cumulative effect adjustment because payment of the related preferred dividend and the discount amortization are not tax deductible.

        Pro forma amounts assuming the change in accounting principle had been in effect since the beginning of 2003 are as follows:

	Six Months Ended
	Combined (Successor) July 3, 2004		Jostens, Inc. (Predecessor) June 28, 2003
	(In thousands)
Net income available to common shareholder(s)	$	13,663	$	38,584
Dividends and accretion on redeemable preferred shares previously reported		—		6,525
Pro forma interest expense		—		(5,527	)
Pro forma net income available to common shareholder(s)	$	13,663	$	39,582

        During the six months ended July 3, 2004, Jostens refined their estimate of the fair value of the redeemable preferred stock as of the merger date from $130.0 million to $110.0 million. The aggregate liquidation preference of the Jostens and Arcade redeemable preferred stock as of July 3, 2004 and January 3, 2004 was $239.1 million and $222.6 million, respectively, including accrued dividends. Jostens has 4,000,000 shares of preferred stock, $.01 par value, authorized. Jostens had 103,687 and 96,793 shares outstanding in the form of redeemable preferred stock as of July 3, 2004 and January 3, 2004, respectively. Arcade has 50,000 shares of preferred stock, $.01 par value, authorized. As of July 3, 2004 and January 3, 2004, Arcade had 20,311 shares outstanding in the form of redeemable senior preferred stock.

12.    Derivative Financial Instruments and Hedging Activities

        Jostens uses forward foreign currency exchange contracts to hedge the impact of currency fluctuations primarily on inventory purchases denominated in euros. The effective portion of the change in fair value for these contracts, which have been designated as a cash flow hedge, is reported in "accumulated other comprehensive income" (AOCI) and reclassified into earnings in the same financial statement line item and in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of these instruments is immediately recognized in earnings. The notional amount of contracts outstanding at July 3, 2004 was $2.7 million. There were no forward foreign currency exchange contracts outstanding at January 3, 2004. These contracts will mature over the remainder of the current fiscal year, the period in which all amounts included in AOCI will be reclassified into earnings.

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13.    Pension and Other Postretirement Benefit Plans

        Net periodic benefit cost for the Companies' pension and other postretirement benefit plans for the six months ended July 3, 2004 and June 28, 2003 consists of the following:

	Pension Benefits						Postretirement Benefits
	Combined (Successor) July 3, 2004			Jostens, Inc. (Predecessor) June 28, 2003			Combined (Successor) July 3, 2004		Jostens, Inc. (Predecessor) June 28, 2003
	(In thousands)
Service cost	$	3,847		$	2,908		$	20	$	39
Interest cost		7,079			6,106			216		233
Expected return on plan assets		(9,843	)		(10,184	)		—		—
Amortization of prior year service cost		20			929			—		(10	)
Amortization of transition amount		—			(277	)		—		—
Amortization of net actuarial loss		—			264			—		140
Net periodic benefit expense (income)	$	1,103		$	(254	)	$	236	$	402

14.    Commitments

        Jostens is subject to market risk associated with changes in the price of gold. To mitigate their commodity price risk, they enter into forward contracts to purchase gold based upon the estimated ounces needed to satisfy projected customer demand. Jostens' purchase commitment at July 3, 2004 was $7.3 million with delivery dates occurring throughout 2004. These forward purchase contracts are considered normal purchases and therefore not subject to the requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities. The fair market value of Jostens' open gold forward contracts as of July 3, 2004 was $7.3 million and was calculated by valuing each contract at quoted futures prices.

15.    Income Taxes

        The effective rate of tax presented for the combined successor results of operations for the six months ended July 3, 2004 is based on the total of the income tax expense (benefit) recorded on each of our companies' separately reported financial statements. Jostens and Von Hoffmann applied tax rates of 10% and 30%, respectively, to their separately reported results of operations for the current six-month period.

        Consistent with the provisions of APB 28, Interim Financial Reporting, both the companies have provided an income tax provision based on their best estimate of the effective tax rate applicable for the entire year on a separate company basis.

        The principal factor influencing the Jostens and Arcade separate company tax rate is the effect of nondeductible interest expense associated with redeemable preferred stock. Arcade's effective tax rate was also negatively affected by an increase in the valuation allowance on certain of its deferred tax assets. The principal factor influencing the Von Hoffmann separate company tax rate is the effect of nondeductible interest expense on subordinated exchange debentures.

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16.    Segments

        For the successor period, each business is managed in the following reportable segments: Jostens, Von Hoffmann and Arcade. The Jostens segment provides product and services in three major product categories: yearbooks, class rings and graduation products, which includes diplomas, graduation regalia, such as caps and gowns, accessories and fine paper announcements. The Von Hoffmann segment manufactures four-colored case bound and soft-cover educational textbooks and related components for major publishers of books in the United States. The Arcade segment markets and manufactures multi-sensory marketing, interactive advertising and sampling systems that utilize various technologies that engage the senses of touch, sight and olfactory.

        For the predecessor period, Jostens, Inc. managed their business on the basis of one reportable segment: the development, manufacturing and distribution of school-related affinity products.

        The following table presents certain financial information by reportable segment for the six months ended July 3, 2004:

		Combined (Successor) July 3, 2004
		(In thousands)
Net sales to external customers
	Jostens	$	519,271
	Von Hoffmann		228,016
	Arcade		63,498
		$	810,785
Operating income
	Jostens	$	56,929
	Von Hoffmann		22,122
	Arcade		12,244
		$	91,295
Depreciation and amortization
	Jostens	$	69,634
	Von Hoffmann		14,060
	Arcade		3,420
		$	87,114
Net interest expense
	Jostens	$	32,189
	Von Hoffmann		24,407
	Arcade		21,163
		$	77,759

        There have been no material changes in total assets of the Companies' reportable segments since January 3, 2004.

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17.    Condensed Combining and Consolidating Guarantor Information

        The following statements present summarized combining and consolidating financial information for certain wholly-owned subsidiaries which will guarantee JIHC's debt on a full unconditional and joint and several basis.

        The guarantor subsidiaries are 100% owned subsidiaries. Condensed combining and consolidating financial information for JIHC and its guarantor subsidiaries is as follows:

CONDENSED COMBINING STATEMENTS OF OPERATIONS

(UNAUDITED)

Six Months Ended July 3, 2004

		Guarantors		Non-Guarantors		Eliminations			Combined (Successor)
		(In thousands)
Net sales		$	783,623	$	35,442	$	(8,280	)	$	810,785
Cost of products sold			472,236		18,803		(8,280	)		482,759
	Gross profit		311,387		16,639		—			328,026
Selling and administrative expenses			220,908		14,594		—			235,502
Transaction costs			1,229		—		—			1,229
	Operating income		89,250		2,045		—			91,295
Net interest expense			77,274		485		—			77,759
Loss on redemption of debt			420		—		—			420
Other expense			156		—		—			156
Income from continuing operations before income taxes			11,400		1,560		—			12,960
Provision for income taxes			3,053		473		—			3,526
Income from continuing operations			8,347		1,087		—			9,434
Discontinued operations, net of tax			4,229		—		—			4,229
	Net income	$	12,576	$	1,087	$	—		$	13,663

F-78

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(UNAUDITED)

Six Months Ended June 28, 2003

		Guarantors		Non-Guarantors		Eliminations			Jostens, Inc. (Predecessor)
		(In thousands)
Net sales		$	478,473	$	23,419	$	(5,432	)	$	496,460
Cost of products sold			207,000		10,182		(5,432	)		211,750
	Gross profit		271,473		13,237		—			284,710
Selling and administrative expenses			168,809		11,238		—			180,047
	Operating income		102,664		1,999		—			104,663
Net interest expense			27,068		407		—			27,475
Income before income taxes			75,596		1,592		—			77,188
Provision for income taxes			31,896		183		—			32,079
	Net income	$	43,700	$	1,409	$	—		$	45,109

F-79

CONDENSED COMBINING BALANCE SHEETS

(UNAUDITED)

July 3, 2004

		Issuer		Guarantors		Non-Guarantors			Eliminations			Combined (Successor)
		(In thousands)
ASSETS
Cash and cash equivalents		$	—	$	24,958	$	3,569		$	—		$	28,527
Accounts receivable, net			—		157,847		11,322			—			169,169
Inventories, net			—		93,812		3,107			(29	)		96,890
Deferred income taxes			—		14,498		75			—			14,573
Assets held for sale			—		62,280		—			—			62,280
Salespersons overdrafts, net			—		15,714		5,700			—			21,414
Prepaid expenses and other current assets			—		9,634		951			—			10,585
	Total current assets		—		378,743		24,724			(29	)		403,438
Intercompany			—		869		(869	)		—			—
Property and equipment, net			—		219,844		3,856			—			223,700
Goodwill			—		1,071,562		39,479			—			1,111,041
Intangibles, net			—		604,156		23,594						627,750
Other assets			—		45,705		1,025			(1,711	)		45,019
Investment in subsidiaries			329,745		—		—			(329,745	)		—
	Total assets	$	329,745	$	2,320,879	$	91,809		$	(331,485	)	$	2,410,948
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings		$	—	$	—	$	9,675		$	—		$	9,675
Accounts payable			—		41,395		1,987			—			43,382
Accrued employee compensation			—		38,813		1,807			—			40,620
Commissions payable			—		43,980		1,673			—			45,653
Customer deposits			—		53,647		4,219			—			57,866
Income taxes payable			—		33,671		540			(11	)		34,200
Interest payable			—		22,564		—			—			22,564
Current portion of long-term debt			—		5,150		—			—			5,150
Other accrued liabilities			—		20,917		2,015			—			22,932
	Total current liabilities		—		260,137		21,916			(11	)		282,042
Long-term debt, less current maturities			—		1,260,515		—			—			1,260,515
Redeemable preferred securities			—		255,387		—			—			255,387
Deferred income taxes			—		242,012		8,832			—			250,844
Other noncurrent liabilities			—		34,031		113			—			34,144
Shareholders' equity			329,745		268,797		60,948			(331,474	)		328,016
	Total liabilities and shareholders' equity	$	329,745	$	2,320,879	$	91,809		$	(331,485	)	$	2,410,948

F-80

CONDENSED COMBINING BALANCE SHEETS

(UNAUDITED)

January 3, 2004

		Issuer		Guarantors			Non-Guarantors		Eliminations			Combined (Successor)
		(In thousands)
ASSETS
Cash and cash equivalents		$	—	$	37,061		$	6,631	$	—		$	43,692
Accounts receivable, net			—		114,511			11,464		—			125,975
Inventories, net			—		107,258			2,701		(19	)		109,940
Deferred income taxes			—		4,327			75		—			4,402
Assets held for sale			—		59,652			—		—			59,652
Salespersons overdrafts, net			—		22,388			7,674		—			30,062
Prepaid expenses and other current assets			—		17,371			955		7			18,333
	Total current assets		—		362,568			29,500		(12	)		392,056
Intercompany			—		(980	)		980		—			—
Property and equipment, net			—		240,878			4,570		—			245,448
Goodwill			—		1,090,478			39,487		—			1,129,965
Intangibles, net			—		660,501			23,784					684,285
Other assets			—		50,399			1,145		(1,711	)		49,833
Investment in subsidiaries			315,815		—			—		(315,815	)		—
	Total assets	$	315,815	$	2,403,844		$	99,466	$	(317,538	)	$	2,501,587
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings		$	—	$	3,438		$	13,013	$	—		$	16,451
Accounts payable			—		34,197			3,009		—			37,206
Accrued employee compensation			—		38,365			1,631		—			39,996
Commissions payable			—		15,626			2,973		—			18,599
Customer deposits			—		145,636			4,700		—			150,336
Income taxes payable			—		7,695			1,941		—			9,636
Interest payable			—		22,862			—		—			22,862
Current portion of long-term debt			—		2,000			—		—			2,000
Other accrued liabilities			—		25,226			3,401		—			28,627
	Total current liabilities		—		295,045			30,668		—			325,713
Long-term debt, less current maturities			—		1,306,675			—		—			1,306,675
Redeemable preferred securities			—		258,787			—		—			258,787
Deferred income taxes			—		251,887			8,895		—			260,782
Other noncurrent liabilities			—		35,417			121		—			35,538
Shareholders' equity			315,815		256,033			59,782		(317,538	)		314,092
	Total liabilities and shareholders' equity	$	315,815	$	2,403,844		$	99,466	$	(317,538	)	$	2,501,587

F-81

CONDENSED COMBINING STATEMENTS OF CASH FLOW

(UNAUDITED)

Six Months Ended July 3, 2004

		Guarantors			Non-Guarantors			Eliminations		Combined (Successor)
		(In thousands)
OPERATING ACTIVITIES
	Net cash provided by operating activities	$	46,828		$	353		$	—	$	47,181
INVESTING ACTIVITIES
Purchases of property and equipment			(13,537	)		(208	)		—		(13,745	)
Other investing activities, other			5,196			—			—		5,196
	Net cash used for investing activities		(8,341	)		(208	)		—		(8,549	)
FINANCING ACTIVITIES
Principal payments on long-term debt			(47,487	)		—			—		(47,487	)
Redemption of senior subordinated notes payable			(5,800	)		—			—		(5,800	)
Other financing activities, net			2,697			(3,145	)		—		(448	)
	Net cash used for financing activities		(50,590	)		(3,145	)		—		(53,735	)
Effect of exchange rate changes on cash and cash equivalents			—			(62	)		—		(62	)
(Decrease) increase in cash and cash equivalents			(12,103	)		(3,062	)		—		(15,165	)
Cash and cash equivalents, beginning of period			37,061			6,631			—		43,692
Cash and cash equivalents, end of period		$	24,958		$	3,569		$	—	$	28,527

F-82

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW

(UNAUDITED)

Six Months Ended June 28, 2003

		Guarantors			Non-Guarantors			Eliminations		Combined (Successor)
		(In thousands)
OPERATING ACTIVITIES
	Net cash provided by operating activities	$	31,795		$	358		$	—	$	32,153
INVESTING ACTIVITIES
Acquisition of business, net of cash acquired			(4,942	)		(66	)		—		(5,008	)
Purchases of property and equipment			(5,011	)		(358	)		—		(5,369	)
Other investing activities, other			(407	)		—			—		(407	)
	Net cash used for investing activities		(10,360	)		(424	)		—		(10,784	)
FINANCING ACTIVITIES
Principal payments on long-term debt			(8,218	)		—			—		(8,218	)
Other financing activities, net			324			(1,744	)		—		(1,420	)
	Net cash used for financing activities		(7,894	)		(1,744	)		—		(9,638	)
Effect of exchange rate changes on cash and cash equivalents			—			271			—		271
Increase (decrease) in cash and cash equivalents			13,541			(1,539	)		—		12,002
Cash and cash equivalents, beginning of period			7,552			3,386			—		10,938
Cash and cash equivalents, end of period		$	21,093		$	1,847		$	—	$	22,940

F-83

Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors
Jostens IH Corp.
Minneapolis, Minnesota

        We have audited the accompanying consolidated balance sheet of Jostens IH Corp. and subsidiaries as of January 3, 2004 (successor), and the related consolidated statements of operations, changes in shareholders' equity (deficit) and cash flows for the period from July 30, 2003 to January 3, 2004 (successor, five months) and the period from December 29, 2002 to July 29, 2003 (predecessor, seven months). These financial statements are the responsibility of Jostens IH Corp.'s management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jostens IH Corp. and subsidiaries as of January 3, 2004, and the results of their operations and their cash flows for the period from July 30, 2003 to January 3, 2004 and the period from December 29, 2002 to July 29, 2003, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 1 to the consolidated financial statements, Jostens IH Corp. adopted Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," effective June 29, 2003 and changed its method of accounting for redeemable preferred stock.

Minneapolis, Minnesota
February 12, 2004

F-84

Report of Independent Auditors

To the Shareholders and Board of Directors of Jostens, Inc.:

        In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in shareholders' equity (deficit) and of cash flows present fairly, in all material respects, the consolidated financial position of Jostens, Inc. and its subsidiaries at December 28, 2002, and the consolidated results of their operations and their cash flows for each of the two fiscal years in the period ended December 28, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Jostens, Inc.'s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 6 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," on December 30, 2001.

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
February 12, 2003

F-85

JOSTENS IH CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

					Predecessor
		Five Months 2003			Seven Months 2003			2002			2001
		In thousands, except per share data
Net sales		$	284,171		$	504,058		$	755,984		$	736,560
Cost of products sold			162,656			218,594			315,961			311,212
	Gross profit		121,515			285,464			440,023			425,348
Selling and administrative expenses			143,845			196,430			306,449			300,927
Transaction costs			226			30,960			—			—
Special charges			—			—			—			2,540
	Operating (loss) income		(22,556	)		58,074			133,574			121,881
Interest income			323			82			1,109			2,269
Interest expense			(31,441	)		(32,528	)		(68,435	)		(79,035	)
Loss on redemption of debt			(503	)		(13,878	)		(1,765	)		—
	(Loss) income from continuing operations before income taxes		(54,177	)		11,750			64,483			45,115
(Benefit from) provision for income taxes			(17,955	)		8,695			36,214			18,575
(Loss) income from continuing operations			(36,222	)		3,055			28,269			26,540
Discontinued operations:
	Loss from operations (net of income tax benefit of $3,422)		—			—			—			(5,614	)
	Gain (loss) on disposal (net of income tax expense of $1,071 and income tax benefit of $10,623)		—			—			1,637			(16,826	)
Gain (loss) on discontinued operations			—			—			1,637			(22,440	)
Cumulative effect of accounting change			—			4,585			—			—
	Net (loss) income		(36,222	)		7,640			29,906			4,100
Dividends and accretion on redeemable preferred shares			—			(6,525	)		(11,747	)		(10,202	)
	Net (loss) income available to common shareholder(s)	$	(36,222	)	$	1,115		$	18,159		$	(6,102	)
Basic net (loss) income per common share:
	(Loss) income from continuing operations	$	(36,222.00	)	$	(0.39	)	$	1.85		$	1.82
	Gain (loss) on discontinued operations		—			—			0.18			(2.50	)
	Cumulative effect of accounting change		—			0.51			—			—
		$	(36,222.00	)	$	0.12		$	2.03		$	(0.68	)
Diluted net (loss) income per common share:
	(Loss) income from continuing operations	$	(36,222.00	)	$	(0.39	)	$	1.66		$	1.65
	Gain (loss) on discontinued operations		—			—			0.17			(2.26	)
	Cumulative effect of accounting change		—			0.51			—			—
		$	(36,222.00	)	$	0.12		$	1.83		$	(0.61	)
Weighted average common shares outstanding			1			8,956			8,959			8,980
Dilutive effect of warrants and stock options			—			—			941			957
Weighted average common shares outstanding assuming dilution			1			8,956			9,900			9,937

The accompanying notes are an integral part of the consolidated financial statements.

F-86

JOSTENS IH CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		2003			Predecessor 2002
		In thousands, except share amounts
ASSETS
Cash and cash equivalents		$	19,371		$	10,938
Accounts receivable, net			57,018			59,027
Inventories, net			72,523			69,348
Deferred income taxes			—			13,631
Salespersons overdrafts, net of allowance of $10,953 and $8,034, respectively			30,062			25,585
Prepaid expenses and other current assets			10,446			8,614
	Total current assets		189,420			187,143
Property and equipment, net			105,593			65,448
Goodwill			746,025			14,450
Intangibles, net			644,654			479
Deferred financing costs, net			23,809			22,665
Pension assets, net			—			21,122
Other			10,857			16,214
		$	1,720,358		$	327,521
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Short-term borrowings		$	13,013		$	8,960
Accounts payable			17,009			13,893
Accrued employee compensation and related taxes			28,124			31,354
Commissions payable			16,736			15,694
Customer deposits			149,809			133,840
Income taxes payable			8,840			7,316
Interest payable			4,910			10,789
Current portion of long-term debt			—			17,094
Deferred income taxes			4,283			—
Other accrued liabilities			14,065			14,968
Current liabilities of discontinued operations			3,100			4,323
	Total current liabilities		259,889			258,231
Long-term debt—less current maturities			685,407			563,334
Redeemable preferred stock (liquidation preference: $99,052)			135,272			—
Deferred income taxes			231,890			9,668
Pension liabilities, net			18,695			—
Other noncurrent liabilities			4,664			7,978
	Total liabilities		1,335,817			839,211
Commitments and contingencies
Redeemable preferred stock (liquidation preference: $86,318)			—			70,790
Common stock $0.01 par value; authorized: 2,000,000 shares; issued and outstanding:
	1,000 shares at January 3, 2004		—			—
Common stock			—			1,003
Additional paid-in-capital			420,754			20,964
Officer notes receivable			—			(1,625	)
Accumulated deficit			(36,222	)		(592,005	)
Accumulated other comprehensive income (loss)			9			(10,817	)
	Total shareholders' equity (deficit)		384,541			(582,480	)
		$	1,720,358		$	327,521

The accompanying notes are an integral part of the consolidated financial statements.

F-87

JOSTENS IH CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

						Predecessor
			Five Months 2003			Seven Months 2003			2002			2001
			In thousands
Net (loss) income			$	(36,222	)	$	7,640		$	29,906		$	4,100
Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities:
	Depreciation			13,900			12,649			24,645			25,910
	Amortization of debt discount, premium and deferred financing costs			1,611			3,112			7,422			6,960
	Other amortization			20,621			1,939			2,252			2,708
	Depreciation and amortization of discontinued operations			—			—			—			1,202
	Accrued interest on redeemable preferred stock			8,418			842			—			—
	Deferred income taxes			(19,577	)		(1,500	)		11,805			(2,237	)
	Loss on redemption of debt			503			13,878			1,765			—
	Cumulative effect of accounting change, net of tax			—			(4,585	)		—			—
	Other			180			2,765			(959	)		3,038
	Changes in assets and liabilities:
		Accounts receivable		(1,888	)		4,576			(2,789	)		8,706
		Inventories		21,102			14,293			1,166			20,716
		Salespersons overdrafts		(4,840	)		1,645			2,452			(810	)
		Prepaid expenses and other current assets		(4,724	)		3,405			(891	)		2,423
		Pension liabilities/assets		(1,478	)		(750	)		(5,983	)		(6,875	)
		Accounts payable		8,794			(5,969	)		(4,828	)		(5,709	)
		Accrued employee compensation and related taxes		6,487			(9,998	)		3,962			(3,434	)
		Commissions payable		(24,953	)		25,632			(2,945	)		(1,256	)
		Customer deposits		90,845			(76,069	)		7,440			17,552
		Income taxes payable		(6,773	)		8,288			(9,624	)		1,785
		Interest payable		871			(6,750	)		222			471
		Net liabilities of discontinued operations		(326	)		(897	)		(5,159	)		6,982
		Other		(767	)		(939	)		(4,387	)		(10,585	)
	Net cash provided by (used for) operating activities			71,784			(6,793	)		55,472			71,647
Acquisitions of businesses, net of cash acquired				(423,439	)		(5,008	)		—			—
Purchases of property and equipment				(17,041	)		(6,129	)		(22,843	)		(22,205	)
Purchases of property and equipment related to discontinued operations				—			—			—			(496	)
Proceeds from sale of property and equipment				7			90			1,256			4,204
Proceeds from sale of business				—			—			—			2,500
Other investing activities, net				(18	)		(828	)		(1,225	)		168
	Net cash used for investing activities			(440,491	)		(11,875	)		(22,812	)		(15,829	)
Net short-term borrowings				620			1,500			8,960			—
Repurchase of common stock and warrants				—			(471,044	)		(2,851	)		(396	)
Principal payments on long-term debt				(25,000	)		(379,270	)		(60,855	)		(38,874	)
Redemption of senior subordinated notes payable				(9,325	)		—			(8,456	)		—
Proceeds from issuance of long-term debt				3,705			475,000			—			—
Proceeds from issuance of redeemable preferred stock				100,000			—			—			—
Proceeds from issuance of common stock				317,934			417,934			—			—
Contribution from Jostens Holding Corp.				102,820
Redemption of redeemable preferred stock				(102,820	)		—			—			—
Debt financing costs				—			(20,212	)		(1,620	)		—
Merger costs				—			(12,608	)		—			—
Other financing activities, net				—			1,625			—			—
	Net cash provided by (used for) financing activities			387,934			12,925			(64,822	)		(39,270	)
Effect of exchange rate changes on cash and cash equivalents				144			236			—			—
Increase (decrease) in cash and cash equivalents				19,371			(5,507	)		(32,162	)		16,548
Cash and cash equivalents, beginning of period				—			10,938			43,100			26,552
Cash and cash equivalents, end of period			$	19,371		$	5,431		$	10,938		$	43,100
Supplemental information:
Income taxes paid			$	8,398		$	1,895		$	31,492		$	5,004
Interest paid			$	26,523		$	32,162		$	61,542		$	71,604

The accompanying notes are an integral part of the consolidated financial statements.

F-88

JOSTENS IH CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

	Common shares					Additional paid-in- capital warrants											Accumulated other comprehensive income (loss)
									Additional paid-in- capital		Officer notes receivable			Accumulated deficit
	Number		Amount																	Total
Predecessor	In thousands
Balance—December 30, 2000	8,993		$	1,015		$	24,733		$	—	$	(1,775	)	$	(604,102	)	$	(6,191	)	$	(586,320	)
Net income	—			—			—			—		—			4,100			—			4,100
Change in cumulative translation adjustment	—			—			—			—		—			—			(1,502	)		(1,502	)
Transition adjustment relating to the adoption of SFAS 133, net of $1,194 tax	—			—			—			—		—			—			(1,821	)		(1,821	)
Change in fair value of interest rate swap agreement, net of $1,021 tax	—			—			—			—		—			—			(1,566	)		(1,566	)
Adjustment in minimum pension liability, net of $931 tax	—			—			—			—		—			—			(1,423	)		(1,423	)
Comprehensive loss																					(2,212	)
Preferred stock dividends	—			—			—			—		—			(9,670	)		—			(9,670	)
Preferred stock accretion	—			—			—			—		—			(532	)		—			(532	)
Repurchase of common stock	(28	)		(9	)		—			—		368			(755	)		—			(396	)
Balance—December 29, 2001	8,965			1,006			24,733			—		(1,407	)		(610,959	)		(12,503	)		(599,130	)
Net income	—			—			—			—		—			29,906			—			29,906
Change in cumulative translation adjustment	—			—			—			—		—			—			579			579
Change in fair value of interest rate swap agreement, net of $1,351 tax	—			—			—			—		—			—			2,065			2,065
Adjustment in minimum pension liability, net of $627 tax	—			—			—			—		—			—			(958	)		(958	)
Comprehensive income																					31,592
Preferred stock dividends	—			—			—			—		—			(11,097	)		—			(11,097	)
Preferred stock accretion	—			—			—			—		—			(650	)		—			(650	)
Repurchase of common stock	(9	)		(3	)		—			—		126			(268	)		—			(145	)
Reacquisition of warrants to purchase common shares	—			—			(3,769	)		—		—			1,063			—			(2,706	)
Interest accrued on officer notes receivable	—			—			—			—		(344	)		—			—			(344	)
Balance—December 28, 2002	8,956			1,003			20,964			—		(1,625	)		(592,005	)		(10,817	)		(582,480	)
Net income	—			—			—			—		—			7,640			—			7,640
Change in cumulative translation adjustment	—			—			—			—		—			—			(278	)		(278	)
Change in fair value of interest rate swap agreement, net of $846 tax	—			—			—			—		—			—			1,293			1,293
Comprehensive income																					8,655
Preferred stock dividends	—			—			—			—		—			(6,148	)		—			(6,148	)
Preferred stock accretion	—			—			—			—		—			(377	)		—			(377	)
Payment on officer notes receivable	—			—			—			—		1,625			—			—			1,625
Repurchase of common stock and warrants	(8,956	)		(1,003	)		(20,964	)		—		—			(449,077	)		—			(471,044	)
Issuance of common stock	1			—			—			417,934		—			—			—			417,934
Effect of purchase accounting	—			—			—			—		—			1,039,967			9,802			1,049,769
Balance—July 29, 2003	1		$	—		$	—		$	417,934	$	—		$	—		$	—		$	417,934
Successor
Issuance of common stock	1		$	—		$	—		$	317,934	$	—		$	—		$	—		$	317,934
Net loss	—			—			—			—		—			(36,222	)		—			(36,222	)
Change in cumulative translation adjustment																		9			9
Comprehensive loss	—			—			—			—		—			—			—			(36,213	)
Contribution from Jostens Holding Corp.	—			—			—			102,820		—			—			—			102,820
Balance—January 3, 2004	1		$	—		$	—		$	420,754	$	—		$	(36,222	)	$	9		$	384,541

The accompanying notes are an integral part of the consolidated financial statements.

F-89

JOSTENS IH CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

Formation of Company

        Jostens IH Corp. ("JIHC") was capitalized in July 2003 through the issuance of common stock and received proceeds of $317.9 million. JIHC used the $317.9 million, along with $100.0 million of proceeds from the issuance of redeemable preferred stock to make a capital contribution of $417.9 million to Jostens, Inc. ("Jostens"). Jostens is a leading provider of school-related affinity products and services including yearbooks, class rings and graduation products in North America. Jostens also provides school photography products and services of which they have a leading market share in Canada. Jostens has been in operation for over 100 years.

Basis of Presentation

        The accompanying consolidated financial statements, after the elimination of intercompany accounts and transactions, include the accounts of JIHC and its wholly-owned subsidiary, Jostens, for the period from July 30, 2003 through January 3, 2004 (successor period, five months). The accounts prior to the merger (predecessor period, seven months) relate to Jostens and its wholly-owned subsidiaries. Our consolidated financial statements for the predecessor period were prepared using the historical basis of accounting for Jostens. As a result of the merger transaction as discussed in Note 2, we applied purchase accounting and a new basis of accounting began on July 29, 2003. JIHC had no operating activities until the acquisition of Jostens.

Reclassifications

        Certain reclassifications of previously reported amounts have been made to conform to the current year presentation and to conform with recent accounting pronouncements and guidance. The reclassifications had no impact on net earnings as previously reported.

Fiscal Year

        We utilize a fifty-two, fifty-three week fiscal year ending on the Saturday nearest December 31. The successor period in 2003 and fiscal years 2002 and 2001 ended on January 3, 2004, December 28, 2002 and December 29, 2001, respectively. The combined predecessor and successor periods in 2003 consisted of fifty-three weeks while fiscal years 2002 and 2001 each consisted of fifty-two weeks.

Use of Estimates

        The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

        We consider all investments with an original maturity of three months or less on their acquisition date to be cash equivalents.

F-90

Allowance for Doubtful Accounts

        We make estimates of potentially uncollectible customer accounts receivable. We believe that our credit risk for these receivables is limited because of our large number of customers and the relatively small account balances for most of our customers. We evaluate the adequacy of the allowance on a periodic basis. The evaluation includes historical loss experience, length of time receivables are past due, adverse situations that may affect a customer's ability to repay and prevailing economic conditions. We make adjustments to the allowance balance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.

Allowance for Sales Returns

        We make estimates of potential future product returns related to current period product revenue. We evaluate the adequacy of the allowance on a periodic basis. This evaluation includes historical returns experience, changes in customer demand and acceptance of our products and prevailing economic conditions. We make adjustments to the allowance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.

Allowance for Salespersons Overdrafts

        We make estimates of potentially uncollectible receivables arising from sales representative draws paid in excess of earned commissions. For veteran sales representatives, these estimates are based on historical commissions earned and length of service. For newer sales representatives, receivables arising from draws paid in excess of earned commissions are fully reserved. We evaluate the adequacy of the allowance on a periodic basis. The evaluation includes historical loss experience, length of time receivables are past due, adverse situations that may affect a sales representative's ability to repay and prevailing economic conditions. We make adjustments to the allowance balance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.

Inventories

        Inventories are stated at the lower of cost or market value. Cost is determined by using standard costing, which approximates the first-in, first-out (FIFO) method for all inventories except gold and certain other precious metals, which are determined using the last-in, first-out (LIFO) method. Cost includes direct materials, direct labor and applicable overhead. LIFO inventories were $0.1 million at the end of 2003 and 2002 and approximated replacement cost. Obsolescence reserves are provided as necessary in order to approximate inventories at market value.

Property and Equipment

        Property and equipment are stated at historical cost for the predecessor period through July 29, 2003, at which time we adjusted property and equipment to fair value in accordance with purchase accounting. Maintenance and repairs are charged to operations as incurred. Major renewals and

F-91

betterments are capitalized. Depreciation is determined for financial reporting purposes by using the straight-line method over the following estimated useful lives:

	Years
Buildings	15 to 40
Machinery and equipment	3 to 10
Capitalized software	2 to 5

Capitalization of Internal-Use Software

        We capitalize costs of software developed or obtained for internal use once the preliminary project stage has concluded, management commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized costs include only (1) external direct costs of materials and services consumed in developing or obtaining internal-use software, (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software project and (3) interest costs incurred, when material, while developing internal-use software. Capitalization of costs ceases when the project is substantially complete and ready for its intended use.

Goodwill and Other Intangible Assets

        Goodwill and other intangible assets are originally recorded at their fair values at date of acquisition. Goodwill and indefinite-lived intangibles are no longer amortized, but are tested annually for impairment, or more frequently if impairment indicators occur, as further described in ITEM 7 "Critical Accounting Policies". Prior to fiscal 2002, goodwill and intangibles were amortized over their estimated useful lives, not to exceed a period of forty years. Definite-lived intangibles are amortized over their estimated useful lives and are evaluated for impairment annually, or more frequently if impairment indicators are present, using a process similar to that used to test other long-lived assets for impairment.

Impairment of Long-Lived Assets

        We evaluate our long-lived assets, including intangible assets with finite lives, in compliance with Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". An impairment loss is recognized whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. In applying SFAS 144, assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. We consider historical performance and future estimated results in our evaluation of impairment. If the carrying amount of the asset exceeds expected undiscounted future cash flows, we measure the amount of impairment by comparing the carrying amount of the asset to its fair value, generally measured by discounting expected future cash flows at the rate we utilize to evaluate potential investments.

Customer Deposits

        Amounts received from customers in the form of cash down payments to purchase goods are recorded as a liability until the goods are delivered.

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Income Taxes

        Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense represents the taxes payable for the year and the change in deferred taxes during the year. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Revenue Recognition and Warranty Costs

        We recognize revenue when the earnings process is complete, evidenced by an agreement between Jostens and the customer, delivery and acceptance has occurred, collectibility is probable and pricing is fixed and determinable. Provisions for warranty costs related to our jewelry products, sales returns and uncollectible amounts are recorded based on historical information and current trends.

Shipping and Handling

        Net sales include amounts billed to customers for shipping and handling costs. Costs incurred for shipping and handling are recorded in cost of products sold.

Foreign Currency Translation

        Assets and liabilities denominated in foreign currency are translated at the current exchange rate as of the balance sheet date, and income statement amounts are translated at the average monthly exchange rate. Translation adjustments resulting from fluctuations in exchange rates are recorded in other comprehensive income (loss).

Supplier Concentration

        We purchase substantially all precious, semiprecious and synthetic stones from a single supplier located in Germany, whom we believe is also a supplier to our major class ring competitors in the United States.

Derivative Financial Instruments

        We account for all derivatives in accordance with SFAS 133, "Accounting for Derivatives and Hedging Activities", as amended. SFAS 133 requires that we recognize all derivatives on the balance sheet at fair value and establish criteria for designation and effectiveness of hedging relationships. Effective December 31, 2000, the beginning of fiscal year 2001, we adopted SFAS 133 and recognized a $1.8 million, net-of-tax cumulative effect adjustment in other comprehensive income (loss). Changes in the fair value of derivatives are recorded in earnings or other comprehensive income (loss), based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income (loss) are reclassified into earnings in the period in which earnings are affected by the underlying hedged

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item. The ineffective portion of a derivative's change in fair value is recognized in earnings in the current period.

(Loss) Earnings Per Common Share

        Basic (loss) earnings per share are computed by dividing net (loss) income available to common shareholder(s) by the weighted average number of outstanding common shares. Diluted earnings per share are computed by dividing net income available to common shareholder(s) by the weighted average number of outstanding common shares and common share equivalents. Common share equivalents include the dilutive effects of warrants and options.

        There were no common share equivalents outstanding subsequent to the merger on July 29, 2003 as discussed in Note 2. For the predecessor period in 2003, approximately 0.9 million shares of common share equivalents were excluded in the computation of net (loss) per share since they were antidilutive due to the net loss incurred in the period. For 2002, options to purchase 44,750 shares of common stock were outstanding, but were excluded from the computation of common share equivalents because they were antidilutive.

Stock-Based Compensation

        We apply the intrinsic value method prescribed by Accounting Principles Board Opinion (APB) 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options granted to employees and non-employee directors. Accordingly, no compensation cost has been reflected in net income for these plans since all options are granted at or above fair value. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation". There were no stock options outstanding subsequent to the merger on July 29, 2003, as discussed in Note 2.

	Predecessor
	Seven Months 2003			2002			2001
	In thousands, except per-share data
Net income (loss) available to common shareholders
As reported	$	1,115		$	18,159		$	(6,102	)
Add stock-based employee compensation expense included in reported net income available to common shareholders, net of tax effects		7,608			—			—
Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of tax effects		(2,185	)		(483	)		(375	)
Pro forma net income (loss) available to common shareholders	$	6,538		$	17,676		$	(6,477	)
Net income (loss) per share
Basic—as reported	$	0.12		$	2.03		$	(0.68	)
Basic—pro forma	$	0.73		$	1.97		$	(0.72	)
Diluted—as reported	$	0.12		$	1.83		$	(0.61	)
Diluted—pro forma	$	0.66		$	1.79		$	(0.65	)

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New Accounting Standards

SFAS 143—Accounting for Asset Retirement Obligations

        In the first quarter of fiscal 2003, we adopted SFAS 143, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Adoption of this Statement had no impact on our financial statements.

SFAS 146—Accounting for Costs Associated with Exit or Disposal Activities

        In the first quarter of fiscal 2003, we adopted SFAS 146, which requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and be measured at fair value. Adoption of this Statement had no impact on our financial statements.

SFAS 150—Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity

        As of June 29, 2003, we adopted SFAS 150, which establishes guidance for how certain financial instruments with characteristics of both liabilities and equity are classified and requires that a financial instrument that is within its scope be classified as a liability (or as an asset in some circumstances). We determined that the characteristics of our redeemable preferred stock were such that the securities should be classified as a liability and we recognized a $4.6 million cumulative effect of a change in accounting principle upon adoption. Restatement of prior periods was not permitted. We assessed the value of our redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, thus recognizing a discount of $19.7 million. The redeemable preferred stock was reclassified to the liabilities section of our consolidated balance sheet and the preferred dividend and related discount amortization were subsequently recorded as interest expense in our results of operations rather than as a reduction to retained earnings. We did not provide any tax benefit in connection with the cumulative effect adjustment because payment of the related preferred dividend and the discount amortization are not tax deductible.

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        Unaudited pro forma amounts assuming the change in accounting principle had been in effect since the beginning of 2001 are as follows:

				Predecessor
	Five Months 2003			Seven Months 2003			2002			2001
	In thousands, except per share data
Net (loss) income available to common shareholder(s)
As reported	$	(36,222	)	$	1,115		$	18,159		$	(6,102	)
Dividends and accretion on redeemable preferred shares previously reported		—			6,525			11,747			10,202
Reverse cumulative effect of accounting change		—			(4,585	)		—			—
Pro forma interest expense		—			(5,528	)		(10,395	)		(8,788	)
Pro forma net (loss) income available to common shareholder(s)	$	(36,222	)	$	(2,473	)	$	19,511		$	(4,688	)
Net (loss) income per share
Basic—as reported	$	(36,222.00	)	$	0.12		$	2.03		$	(0.68	)
Basic—pro forma	$	(36,222.00	)	$	(0.28	)	$	2.18		$	(0.52	)
Diluted—as reported	$	(36,222.00	)	$	0.12		$	1.83		$	(0.61	)
Diluted—pro forma	$	(36,222.00	)	$	(0.28	)	$	1.97		$	(0.47	)

FAS 132 (Revised)—Employers' Disclosures about Pensions and Other Postretirement Benefits

        As of January 3, 2004, we adopted the provisions of SFAS 132 (Revised), which amends the disclosure requirements of SFAS 132 to require more complete information in both annual and interim financial statements about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and postretirement benefit plans. A discussion of our accounting policy and the required disclosures under the revised provisions of SFAS 132 are included in Note 12. Adoption of this Statement had no impact on our financial statements.

FSP 106-1—Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003

        On December 8, 2003, President Bush signed into law a bill that expands Medicare, primarily adding a prescription drug benefit for Medicare-eligible retirees starting in 2006. Under this bill, postretirement plans with prescription drug benefits that are at least "actuarially equivalent" to the Medicare Part D benefit will be eligible for a 28% subsidy. In response to this bill, on January 12, 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) 106-1. FSP 106-1 addresses how to incorporate this subsidy into the calculation of the accumulated periodic benefit obligation (APBO) and net periodic postretirement benefit costs, and also allows plan sponsors to defer recognizing the effects of the bill in the accounting for its postretirement plan under SFAS 106, Employers' Accounting for Postretirement Benefits Other Than Pensions, until further authoritative guidance on the accounting for the federal subsidy is issued. As the measurement date for our postretirement benefit plan is September 30, 2003, the APBO and the net periodic postretirement benefit cost in the financial statements and accompanying notes do not reflect the effects of the bill on the plan. In addition, specific authoritative guidance on the accounting for the federal subsidy is

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pending, and when issued, could require a change to previously reported information. We have deferred adoption of this standard, as is allowed under FSP 106-1, until further guidance is issued.

2.    Merger

        On June 17, 2003, Jostens Holding Corp. ("Jostens Holdings"), our parent company, entered into a merger agreement with Jostens, Inc. ("Jostens") and Ring Acquisition Corp., an entity organized by Jostens Holdings for the sole purpose of effecting its acquisition of Jostens. On July 29, 2003, Ring Acquisition Corp. merged with and into Jostens with Jostens surviving as an indirect subsidiary of Jostens Holdings, which we refer to as the merger.

        In connection with the merger, we received a $317.9 million investment from Jostens Holdings. We used the $317.9 million, along with $100.0 million of proceeds from the issuance of redeemable preferred stock, to make a capital contribution of $417.9 million to Jostens. Jostens, in turn, used the proceeds from the capital contribution along with incremental borrowings under its senior secured credit facility to repurchase all previously outstanding common stock and warrants. Jostens paid $471.0 million to holders of its common stock and warrants representing a cash payment of $48.25 per share. In addition, Jostens paid approximately $41.2 million of cash fees and expenses associated with the merger including $12.6 million of compensation expense representing the excess of the fair market value over the exercise price of outstanding stock options, $12.6 million of capitalized merger costs and $16.0 million of expensed costs consisting primarily of investment banking, legal and accounting fees. Jostens also recognized $2.6 million of non-cash transaction costs as a result of writing off certain prepaid management fees having no future value.

        Also in connection with the merger, Jostens refinanced its senior secured credit facility through the establishment of a new senior secured credit facility. Jostens received $475.0 million in term loan borrowings under the new credit facility and repaid $371.1 million of outstanding indebtedness under the old credit facility. In addition, Jostens incurred cash transaction fees and related costs of $20.2 million associated with the new credit facility, which have been capitalized and are being amortized as interest expense over the life of the facility. Jostens also wrote off the unamortized balance of $13.9 million relating to non-cash deferred financing costs associated with the old credit facility.

Merger Accounting

        We accounted for the merger as a purchase in accordance with the provisions of SFAS 141, "Business Combinations", which requires a valuation for the assets and liabilities of Jostens and its subsidiaries based upon the fair values as of the date of the merger. Our purchase price of $471.0 million was allocated to the assets and liabilities based on their relative fair values and $417.9 million was reflected in shareholder's equity of Jostens as the value of our ownership upon completion of the merger. Immediately prior to the merger, shareholders' equity of Jostens was a

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deficit of approximately $578.7 million. As of January 3, 2004, the preliminary allocation of the purchase price, excluding certain transaction costs, is as follows:

	In thousands
Current assets	$	165,280
Property and equipment		101,989
Intangible assets		660,399
Goodwill		727,633
Other assets		18,622
Current liabilities		(199,776	)
Long-term debt		(594,494	)
Redeemable preferred stock		(126,511	)
Deferred income taxes		(253,577	)
Other liabilities		(28,521	)
	$	471,044

        We have estimated the fair value of our assets and liabilities, including intangible assets and property and equipment, as of the merger date, utilizing information available at the time that our consolidated financial statements were prepared. These estimates are subject to refinement until all pertinent information has been obtained. We also recognized the funding status of our pension and postretirement benefit plans as of July 29, 2003 and updated the calculation of our successor period pension expense.

        As a result of the merger, in accordance with SFAS 141, the financial statements include a predecessor period from December 29, 2002 to July 29, 2003 (seven months) and a successor period from July 30, 2003 to January 3, 2004 (five months).

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3.    Accumulated Comprehensive Income (Loss)

        The following amounts were included in accumulated other comprehensive income (loss) as of the dates indicated:

Predecessor	Foreign currency translation			Minimum pension liability			Fair value of interest rate swap agreement			Accumulated other comprehensive income (loss)
	In thousands
Balance at December 30, 2000	$	(5,243	)	$	(948	)	$	—		$	(6,191	)
Transition adjustment relating to adoption of SFAS 133		—			—			(1,821	)		(1,821	)
Current period change		(1,502	)		(1,423	)		(1,566	)		(4,491	)
Balance at December 29, 2001		(6,745	)		(2,371	)		(3,387	)		(12,503	)
Current period change		579			(958	)		2,065			1,686
Balance at December 28, 2002		(6,166	)		(3,329	)		(1,322	)		(10,817	)
Predecessor period change		(278	)		—			1,293			1,015
Effect of purchase accounting		6,444			3,329			29			9,802
Balance at July 29, 2003	$	—		$	—		$	—		$	—
Balance at July 29, 2003	$	—		$	—		$	—		$	—
Successor period change		9			—			—			9
Balance at January 3, 2004	$	9		$	—		$	—		$	9

4.    Accounts Receivable and Inventories

        Net accounts receivable were comprised of the following:

	2003			Predecessor 2002
	In thousands
Trade receivables	$	64,993		$	67,181
Allowance for doubtful accounts		(2,184	)		(2,557	)
Allowance for sales returns		(5,791	)		(5,597	)
Total accounts receivable, net	$	57,018		$	59,027

        Net inventories were comprised of the following:

	2003			Predecessor 2002
	In thousands
Raw materials and supplies	$	11,416		$	10,810
Work-in-process		28,084			27,347
Finished goods		34,713			32,850
Reserve for obsolescence		(1,690	)		(1,659	)
Total inventories, net	$	72,523		$	69,348

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Precious Metals Consignment Arrangement

        We have a precious metals consignment arrangement with a major financial institution whereby we have the ability to obtain up to $30.0 million in consigned inventory. We expensed consignment fees related to this facility of $0.2 million in the successor period of 2003, $0.2 million in the predecessor period of 2003 and $0.3 million and $0.5 million in 2002 and 2001, respectively. Under the terms of the consignment arrangement, we do not own the consigned inventory until it is shipped in the form of a product to our customer. Accordingly, we do not include the value of consigned inventory nor the corresponding liability in our financial statements. The value of consigned inventory as of the end of 2003 and 2002 was $24.1 million and $17.4 million, respectively.

5.    Property and Equipment

        As of the end of 2003 and 2002, net property and equipment consisted of:

	2003		Predecessor 2002
	In thousands
Land	$	12,617	$	2,795
Buildings		26,925		36,332
Machinery and equipment		66,554		201,421
Capitalized software		13,410		40,242
Total property and equipment		119,506		280,790
Less accumulated depreciation and amortization		13,913		215,342
Property and equipment, net	$	105,593	$	65,448

        Property and equipment are stated at historical cost for the predecessor period through July 29, 2003, at which time we adjusted property and equipment to fair value in accordance with purchase accounting. Depreciation expense was $13.9 million for the successor period in 2003 and $12.6 million for the predecessor period in 2003. Depreciation expense for 2002 and 2001 was $24.6 million and $25.9 million, respectively. The amount in 2001 relates to continuing operations. Amortization related to capitalized software is included in depreciation expense and totaled $2.6 million for the successor period in 2003, $3.8 million for the predecessor period in 2003 and $6.9 million and $6.6 million in 2002 and 2001, respectively.

6.    Goodwill and Other Intangible Assets

        On December 30, 2001, the beginning of fiscal year 2002, we adopted SFAS 142 "Goodwill and Other Intangible Assets", which provides that goodwill and other indefinite-lived intangible assets are no longer amortized but are reviewed for impairment annually, or more frequently if impairment indicators occur. Separable intangible assets that are deemed to have a definite life continue to be amortized over their useful lives. Had the provisions of SFAS 142 been in effect during fiscal year 2001, net loss available to common shareholders would have decreased by $1.0 million or $.09 per diluted share and income from continuing operations would have increased by $0.5 million or $.05 per diluted share.

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Goodwill

        The changes in the net carrying amount of goodwill were as follows:

			Predecessor
	Five Months 2003		Seven Months 2003		2002
	In thousands
Balance at beginning of period	$	679,231	$	14,450	$	13,759
Goodwill acquired during the period		5,694		664,668		678
Purchase price adjustments		61,028		—		—
Currency translation		72		113		13
Balance at end of period	$	746,025	$	679,231	$	14,450

Other Intangible Assets

        Information regarding our other intangible assets as of the end of 2003 and 2002 is as follows:

	2003
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net
	In thousands
School relationships	10 years	$	330,000	$	(14,540	)	$	315,460
Order backlog	1.5 years		48,700		(2,190	)		46,510
Internally developed software	2 to 5 years		12,200		(1,447	)		10,753
Patented/unpatented technology	3 years		11,000		(1,612	)		9,388
Customer relationships	4 to 8 years		8,666		(1,135	)		7,531
Other	3 years		24		(12	)		12
			410,590		(20,936	)		389,654
Trademarks	Indefinite		255,000		—			255,000
		$	665,590	$	(20,936	)	$	644,654

	Predecessor 2002
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net
	In thousands
Customer relationships	5 years	$	510	$	(51	)	$	459
Other	3 years		24		(4	)		20
		$	534	$	(55	)	$	479

        Amortization expense was $20.3 million for the successor period in 2003 and $0.6 million for the predecessor period in 2003. Amortization expense for 2002 and 2001 was $0.1 million and $0.5 million,

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respectively. Estimated amortization expense for each of the five succeeding fiscal years based on intangible assets as of January 3, 2004 is as follows:

	In thousands
2004	$	87,901
2005		41,051
2006		38,769
2007		35,470
2008		34,473
	$	237,664

        The increase in goodwill and other intangible assets is predominantly attributable to the effect of purchase accounting in connection with the merger as discussed in Note 2. In addition, we acquired the net assets of a photography business in January 2003 for $5.0 million in cash. The purchase price allocation was $0.4 million to net tangible assets, $3.2 million to amortizable intangible assets and $1.4 million to goodwill. We also acquired the net assets of a printing business in September 2003 for $10.9 million in cash. The purchase price allocation was $0.7 million to net tangible assets, $4.5 million to amortizable intangible assets and $5.7 million to goodwill.

        Acquisitions are accounted for as purchases and, accordingly, have been included in our consolidated results of operations since the acquisition date. Purchase price allocations are subject to refinement until all pertinent information regarding the acquisition is obtained. Pro forma results of operations have not been presented since the effect is not material to an understanding of our financial position and results of operations.

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7.    Long-term Debt

        As of the end of 2003 and 2002, long-term debt consists of the following:

	2003		Predecessor 2002
	In thousands
Borrowings under senior secured credit facility:
Term Loan, variable rate, 3.72 percent at January 3, 2004, with semi-annual principal and interest payments through July 2010	$	453,705	$	—
Term Loan A, variable rate, 3.65 percent at December 28, 2002, paid in full July 2003		—		58,602
Term Loan C, variable rate, 4.15 percent at December 28, 2002, paid in full July 2003		—		320,669
Senior subordinated notes, 12.75 percent fixed rate, including premium of $22,717 at January 3, 2004, net of discount of $16,343 at December 28, 2002, with semi-annual interest payments of $13.3 million, principal due and payable at maturity—May 2010		231,702		201,157
		685,407		580,428
Less current portion		—		17,094
	$	685,407	$	563,334

        Maturities of long-term debt, at face value, as of the end of 2003 were as follows:

	In thousands
2004	$	—
2005		29,849
2006		41,789
2007		47,758
2008		59,698
Thereafter		483,596
	$	662,690

Senior Secured Credit Facility

        In connection with the merger, we refinanced our senior secured credit facility through the establishment of a new senior secured credit facility, which consists of: (i) a $475.0 million term loan; (ii) a $150.0 million revolving credit facility; and (iii) $3.7 million drawn under an incremental $50.0 million change of control term loan, which was subsequently consolidated into the term loan. The proceeds of the change of control term loan were used solely to fund certain change of control payments due to holders of our 12.75% senior subordinated notes due May 2010 who elected to tender their notes pursuant to the notes change of control offer that we commenced on July 30, 2003 (the "Notes Offer"). Commitment for the amounts not borrowed in respect of the $50.0 million change of control term loan terminated following the consummation of the Notes Offer and is not available for our future use. Substantially all of the assets of our operations were used to secure the new senior secured credit facility.

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        The term loan bears a variable interest rate based upon either the London Interbank Offered Rate (LIBOR) or an "alternative base rate", which is based upon the greater of the federal funds effective rate plus 0.5% or the prime rate, plus a fixed margin. Future mandatory principal payment obligations under the term loan are due semi-annually beginning on July 2, 2005 at an amount equal to 2.63% of the current outstanding balance of the term loan. Thereafter, semi-annual principal payments gradually increase through July 2009 to an amount equal to 7.89% of the current outstanding balance of the term loan, with two final principal payments due in December 2009 and July 2010, each equal to 26.32% of the current outstanding balance of the term loan. In the successor period of 2003 and during 2002 and 2001, we voluntarily paid down $25.0 million, $40.0 million and $24.0 million, respectively, of our term loans. Deferred financing fees related to these voluntary prepayments, which are included in interest expense, totaled $0.6 million in the successor period of 2003 and $1.2 million and $0.8 million in 2002 and 2001, respectively.

        Under the $150.0 million revolving credit facility, we may borrow funds and elect to pay interest under either LIBOR or the "alternative base rate" plus applicable margins. The revolving credit facility contains a sub-facility that allows our Canadian subsidiary to borrow funds not to exceed $20.0 million of the total $150.0 million facility. The revolving credit facility expires on July 29, 2008. At the end of 2003, there was $13.0 million outstanding in the form of short-term borrowings at our Canadian subsidiary at a weighted average interest rate of 6.25% and an additional $12.8 million outstanding in the form of letters of credit, leaving $124.2 million available under this facility.

        The senior secured credit facility requires that we meet certain financial covenants, ratios and tests, including a maximum senior leverage ratio, a maximum leverage ratio and a minimum interest coverage ratio. In addition, we are required to pay certain fees in connection with the senior secured credit facility, including letter of credit fees, agency fees and commitment fees. The senior secured credit facility and the Jostens senior subordinated notes contain certain cross-default and cross-acceleration provisions whereby default under or acceleration of one debt obligation would, consequently, cause a default or acceleration under the other debt obligation. At the end of 2003, we were in compliance with all covenants.

Senior Subordinated Notes

        The senior subordinated notes (the "Jostens notes") are not collateralized and are subordinate in right of payment to the senior secured credit facility. The Jostens notes were issued with detachable warrants valued at $10.7 million. During 2002, we repurchased 79,015 warrants to purchase 149,272 actual equivalent shares of common stock for $2.7 million. In connection with the merger, all warrants that were outstanding immediately prior to the merger were cancelled and extinguished for $48.25 per equivalent common share, resulting in an aggregate payment of $13.3 million.

        The Jostens notes were issued with an original issuance discount of $19.9 million. In accordance with purchase accounting, we recorded the notes at fair value based on the quoted market price as of the merger date, giving rise to a premium in the amount of $24.4 million and eliminating the unamortized discount of $15.5 million. The resulting premium is being amortized to interest expense through May 2010 and represents a $1.1 million reduction to interest expense during the successor period in 2003. The discount was also being amortized to interest expense and during the predecessor period of 2003, 2002 and 2001, the amount of interest expense related to the amortization of discount on the Jostens notes was $0.8 million, $1.2 million and $1.1 million, respectively.

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        During the successor period of 2003, we purchased $3.5 million principal amount of the Jostens notes pursuant to the Notes Offer and voluntarily redeemed an additional $5.0 million principal amount of the notes. As a result of these transactions, we recognized a loss of $0.5 million consisting of $0.8 million of premium paid on redemption of the Jostens notes and a net $0.3 million credit to write-off unamortized premium, original issuance discount and deferred financing costs.

        During 2002, we voluntarily redeemed $7.5 million principal amount of the Jostens notes and recognized a loss of $1.8 million consisting of $1.0 million of premium paid on redemption of the notes and $0.8 million to write-off unamortized original issuance discount and deferred financing costs.

        As of the end of 2003 and 2002, the fair value of our debt, excluding the Jostens notes, approximated its carrying value and is estimated based on quoted market prices for comparable instruments. The fair value of the Jostens notes as of the end of 2003 and 2002 was $239.8 million and $242.2 million, respectively, and was estimated based on quoted market prices.

8.    Redeemable Preferred Stock

        In May 2000, Jostens issued redeemable, payment-in-kind, preferred shares (the "Jostens preferred stock"), having an initial liquidation preference of $60.0 million. The redeemable preferred shares are entitled to receive dividends at 14.0% per annum, compounded quarterly and payable either in cash or in additional shares of the same series of preferred stock. The redeemable preferred shares are subject to mandatory redemption by Jostens in May 2011 for a total amount of $272.6 million.

        We ascribed $14.0 million of the initial liquidation preference value to detachable warrants to purchase 531,325 shares of our Class E common stock at an exercise price of $0.01 per share. In addition, $3.0 million of issuance costs were netted against the initial liquidation preference value and reflected as a reduction to the carrying amount of the preferred stock. Prior to our adoption of SFAS 150 on June 29, 2003, the carrying value of the preferred stock was being accreted to full liquidation preference value, plus unpaid preferred stock dividends, over the eleven-year period through charges to retained earnings. Upon adoption of SFAS 150, we assessed the value of our redeemable preferred stock at the present value of the settlement obligation using the rate implicit at inception of the obligation, thus recognizing a discount of $19.7 million and a $4.6 million cumulative effect of a change in accounting principle. The redeemable preferred stock was reclassified to the liabilities section of our consolidated balance sheet and the preferred dividend and related discount amortization were subsequently recorded as interest expense in our results of operations rather than as a reduction to retained earnings.

        In connection with the merger, all warrants that were outstanding immediately prior to the merger were cancelled and extinguished for $48.25 per equivalent common share, resulting in an aggregate payment of $25.6 million. In accordance with purchase accounting, we recorded the redeemable preferred stock at fair value as of the merger date based on a third party appraisal, giving rise to a premium in the amount of $36.5 million and eliminating the unamortized discount of $19.6 million previously established with the adoption of SFAS 150. The resulting premium is being amortized to interest expense through 2011 and represents a $0.3 million reduction to interest expense during the successor period in 2003. During the predecessor period of 2003, $0.1 million of discount was amortized to interest expense.

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        Also in connection with the merger, we issued 8% senior redeemable preferred stock (the "JIHC preferred stock") to the DLJMB Funds and received proceeds of $100.0 million. We used a capital contribution from Jostens Holdings to purchase all of the outstanding JIHC preferred stock for $102.8 million.

        The aggregate liquidation preference outstanding of the Jostens preferred stock as of the end of 2003 and 2002 was $99.1 million and $86.3 million, respectively, including accrued dividends. Jostens has 4,000,000 shares of preferred stock, $.01 par value, authorized. Jostens had 96,793 and 84,350 shares outstanding in the form of redeemable preferred stock as of the end of 2003 and 2002, respectively.

9.    Derivative Financial Instruments and Hedging Activities

        Our involvement with derivative financial instruments is limited principally to managing well-defined interest rate and foreign currency exchange risks. Forward foreign currency exchange contracts may be used to hedge the impact of currency fluctuations primarily on inventory purchases denominated in euros.

        We used an interest rate swap agreement to modify risk from interest rate risk fluctuations associated with a specific portion of our underlying debt. The interest rate swap was designated as a cash flow hedge and was reflected at fair value in our consolidated balance sheets. Differences paid or received under the swap contract were recognized over the life of the contract as adjustments to interest expense. As the critical terms of the interest rate swap and the hedged debt matched, there was an assumption of no ineffectiveness for this hedge. At the end of 2002, the notional amount outstanding was $70.0 million and the fair value of the interest rate swap was a liability of $2.2 million ($1.3 million net of tax). The contract matured in August of 2003 and was not renewed.

10.    Commitments and Contingencies

Leases

        We lease buildings, equipment and vehicles under operating leases. Future minimum rental commitments under noncancellable operating leases are $3.5 million, $1.4 million, $0.5 million and $0.1 million in 2004, 2005, 2006 and 2007, respectively. Rent expense was $1.7 million for the successor period and $2.4 million for the predecessor period in 2003. Rent expense for 2002 and 2001 was $4.0 million and $3.5 million, respectively.

Forward Purchase Contracts

        We are subject to market risk associated with changes in the price of gold. To mitigate our commodity price risk, we enter into forward contracts to purchase gold based upon the estimated ounces needed to satisfy projected customer demand. Our purchase commitment at the end of 2003 was $7.5 million with delivery dates occurring throughout 2004. These forward purchase contracts are considered normal purchases and therefore not subject to the requirements of SFAS 133. The fair market value of our open gold forward contracts at the end of 2003 was $8.3 million and was calculated by valuing each contract at quoted futures prices.

        Gains or losses on forward contracts used to purchase inventory for which we have firm purchase commitments qualify as accounting hedges and are therefore deferred and recognized in income when

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the inventory is sold. Counter parties expose us to loss in the event of nonperformance as measured by the unrealized gains on the contracts. Exposure on our open gold forward contracts at the end of 2003 was $0.8 million.

Environmental

        Our operations are subject to a wide variety of federal, state, local and foreign laws and regulations governing emissions to air, discharges to waters, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and employee health and safety matters. Also, as an owner and operator of real property or a generator of hazardous substances, we may be subject to environmental cleanup liability, regardless of fault, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act. As part of our environmental management program, we are currently involved in various environmental remediation activities. As sites are identified and assessed in this program, we determine potential environmental liabilities. Factors considered in assessing liability include, but are not limited to: whether we have been designated as a potentially responsible party, the number of other potentially responsible parties designated at the site, the stage of the proceedings and available environmental technology.

        In 1996, we assessed the likelihood as probable that a loss had been incurred at one of our sites based on findings included in remediation reports and from discussions with legal counsel. Although we no longer own the site, we continue to manage the remediation project, which began in 2000. As of the end of 2003, we had made payments totaling $7.3 million for remediation at this site and our consolidated balance sheet included $0.9 million in "other accrued liabilities" related to this site. During 2001, we received reimbursement from our insurance carrier in the amount of $2.7 million, net of legal costs. While we may have an additional right of contribution or reimbursement under insurance policies, amounts recoverable from other entities with respect to a particular site are not considered until recoveries are deemed probable. We have not established a receivable for potential recoveries as of January 3. 2004. We believe the effect on our consolidated results of operations, cash flows and financial position, if any, for the disposition of this matter will not be material.

Litigation

        A federal antitrust action was served on us on October 23, 1998. The complainant, Epicenter Recognition, Inc. (Epicenter), alleged that we attempted to monopolize the market of high school graduation products in the state of California. Epicenter is a successor to a corporation formed by four of our former independent sales representatives. The plaintiff claimed damages of approximately $3.0 million to $10.0 million under various theories and differing sized relevant markets. Epicenter waived its right to a jury, so the case was tried before a judge in U.S. District Court in Orange County, California. On June 18, 2002, the Court found, among other things, that while our use of rebates, contributions and value-added programs are legitimate business practices widely practiced in the industry and do not violate antitrust laws, our use of multi-year Total Service Program contracts violated Section 2 of the Sherman Act because these agreements could "exclude competition by making it difficult for a new vendor to compete against Jostens."

        On July 12, 2002, the Court entered an initial order providing, among other things, that Epicenter be awarded damages of $1.00, trebled pursuant to Section 15 of the Clayton Act, and that in the state of California, Jostens was enjoined for a period of ten years from utilizing any contract, including those

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for Total Service Programs, for a period which extends for more than one year (the "Initial Order"). The Initial Order also provided for payment to Epicenter of reasonable attorneys fees and costs. We made a motion to set aside the Initial Order. On August 23, 2002, the Court entered its ruling on the motion, and granted, in part, our motion for relief from judgment, changing the Initial Order and enjoining us for only five years, and allowing us to enter into multi-year agreements in the following specific circumstances: (1) when a school requests a multi-year agreement, in writing and on its own accord, or (2) in response to a competitor's offer to enter into a multi-year agreement. On August 23, 2002, the Court entered an additional order granting Epicenter's motion for attorneys' fees in the amount of $1.6 million plus $0.1 million in out-of-pocket expenses for a total award of $1.7 million. On September 12, 2002, we filed a Notice of Appeal to the Ninth Circuit of the United States Court of Appeals. Payment of attorneys' fees and costs were stayed pending appeal. In November 2002, we issued a letter of credit in the amount of $2.0 million to secure the judgment on attorneys' fees and costs. Our brief on appeal was filed with the Court on February 13, 2003. Oral argument was scheduled by the Court and heard by a three-judge panel on October 7, 2003. On November 20, 2003, the Ninth Circuit panel completely reversed the decision of the lower court, holding that we had not violated antitrust laws because we did not possess a monopoly in the relevant market and that the lower court had erred when it founded an injunction under the California unfair competition law. The Ninth Circuit panel also reversed the grant of damages, costs, attorneys' fees and the injunction. On January 6, 2004, the Ninth Circuit panel denied a Petition for Rehearing and for Rehearing En Banc that had been filed by Epicenter on December 4, 2003. In response to the appellate court's reversal of the Initial Order, the trial court on March 19, 2004, entered a revised judgment for Jostens and against Epicenter on all claims. The case is now closed.

        We are a party to other litigation arising in the normal course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. We believe the effect on our consolidated results of operations, cash flows and financial position, if any, for the disposition of these matters, will not be material.

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11.    Income Taxes

        The following table summarizes the differences between income taxes computed at the federal statutory rate and income taxes from continuing operations for financial reporting purposes:

				Predecessor
	Five Months 2003			Seven Months 2003			2002			2001
	In thousands
Federal statutory income tax rate		35	%		35	%		35	%		35	%
Federal (benefit) tax at statutory rate	$	(18,961	)	$	4,113		$	22,569		$	15,790
State income (benefit) tax, net of federal tax benefit		(2,420	)		873			2,394			1,655
Foreign tax credits used (generated), net		2,033			—			(16,240	)		—
Foreign earnings repatriation, net		933			—			9,278			—
Non deductible interest expense		2,945			295			—			—
Non deductible transaction costs		—			3,095			—			—
Capital loss resulting from IRS audit		—			—			(10,573	)		—
(Decrease) increase in deferred tax valuation allowance		(2,383	)		—			26,813			—
Other differences, net		(102	)		319			1,973			1,130
(Benefit from) provision for income taxes from continuing operations	$	(17,955	)	$	8,695		$	36,214		$	18,575

        The U.S. and foreign components of income from continuing operations before income taxes and the (benefit from) provision for income taxes attributable to earnings from continuing operations were as follows:

				Predecessor
	Five Months 2003			Seven Months 2003			2002		2001
	In thousands
Domestic	$	(55,969	)	$	10,648		$	57,436	$	38,172
Foreign		4,612			1,102			7,047		6,943
(Loss) income from continuing operations before income taxes	$	(51,357	)	$	11,750		$	64,483	$	45,115
Federal	$	8		$	7,977		$	20,029	$	8,144
State		(320	)		1,609			2,289		1,592
Foreign		1,934			609			3,162		3,300
Total current income taxes		1,622			10,195			25,480		13,036
Deferred		(19,577	)		(1,500	)		10,734		5,539
(Benefit from) provision for income taxes from continuing operations	$	(17,955	)	$	8,695		$	36,214	$	18,575

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A net deferred tax asset represents management's best estimate of the tax benefits that will

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more likely than not be realized in future years at each reporting date. Significant components of the deferred income tax liabilities and assets as of the end of 2003 and 2002 consisted of:

				Predecessor
	2003			2002
	In thousands
Tax depreciation in excess of book	$	(7,043	)	$	(4,471	)
Capitalized software development costs		(2,324	)		(3,947	)
Tax on unremitted non-U.S. earnings		(904	)		(768	)
Pension benefits		(21,976	)		(17,129	)
Basis difference on property and equipment		(15,506	)		—
Basis difference on intangible assets		(251,978	)		—
Other		(611	)		(532	)
Deferred tax liabilities		(300,342	)		(26,847	)
Reserves for accounts receivable and salespersons overdrafts		6,542			5,828
Reserves for employee benefits		16,867			15,424
Other reserves not recognized for tax purposes		3,341			3,326
Foreign tax credit carryforwards		14,392			16,425
Capital loss carryforwards		12,884			13,234
Basis difference on pension liabilities		17,488			—
Basis difference on long-term debt		14,691			—
Other		5,240			6,232
Deferred tax assets		91,445			60,469
Valuation allowance		(27,276	)		(29,659	)
Deferred tax assets, net		64,169			30,810
Net deferred tax (liability) asset	$	(236,173	)	$	3,963

        As described in Note 2, Jostens Holding Corp. was organized for the purpose of effecting the acquisition of Jostens, Inc. on behalf of DLJ Merchant Banking Partners III, L.P. We expect to file a consolidated federal income tax return beginning in 2004.

        We recognized $258.2 million of net deferred tax liabilities in connection with the merger. This amount represents the tax effect for temporary differences between the carrying amount of assets and liabilities resulting from the purchase price allocation and the related tax bases. At the end of 2003, the net deferred tax liability related to temporary differences arising from our merger accounting was $235.3 million.

        During 2002, we agreed to certain adjustments proposed by the IRS in connection with its audit of our federal income tax returns filed for years 1996 through 1998. As a result of the audit, we agreed to pay additional federal taxes of $11.3 million. Combined with additional state taxes and interest charges, the liability related to these adjustments, which had previously been accrued, was approximately $17.0 million. During 2003, we filed an appeal with the IRS concerning a further proposed adjustment of approximately $8.0 million. While the appeal process may take up to two years to complete, we believe the outcome of this matter will not have a material impact on our results of operations.

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        In connection with the aforementioned audit, the IRS recharacterized as a capital loss approximately $27.0 million of notes that were written off in 1998. The notes were received in connection with the 1995 sale of a subsidiary. Since capital losses may only be used to offset future capital gains, we have provided a valuation allowance for the entire related deferred tax asset because the tax benefit related to our capital losses may not be realized. At the end of 2003, we have capital loss carryforwards totaling approximately $32.6 million of which $27.0 million expire in 2004, $4.0 million expire in 2006 and $1.6 million expire in 2007.

        During 2003 and 2002, we repatriated $3.0 million and $32.1 million, respectively, of earnings from our Canadian subsidiary. We were unable to fully utilize all foreign tax credits generated in connection with the distributions. During 2003, we reduced our deferred tax asset balance and related valuation allowance by $2.4 million to reflect foreign tax credit carryforwards as reported on our 2002 income tax return. At the end of 2003, we have foreign tax credit carryforwards totaling $14.4 million of which approximately $13.5 million expire in 2007 and $0.9 million expire in 2008. We have provided a valuation allowance for the entire related deferred tax asset because the tax benefit related to the foreign tax credits may not be realized. During 2003 and 2002, we provided deferred income taxes of $0.1 million and $0.8 million on approximately $0.5 million and $4.0 million, respectively, of unremitted Canadian earnings that are no longer considered permanently invested.

12.    Benefit Plans

Pension and Other Postretirement Benefits

        We have noncontributory defined-benefit pension plans that cover nearly all employees. The benefits provided under the plans are based on years of service, age eligibility and employee compensation. We have funded the benefits for our qualified pension plans through pension trusts, the objective being to accumulate sufficient funds to provide for future benefits. In addition to our qualified pension plans, we have unfunded, non-qualified pension plans covering certain employees, which provide for benefits in addition to those provided by the qualified plans. We also provide certain medical and life insurance benefits for eligible retirees, including their spouses and dependents. Generally, the postretirement benefits require contributions from retirees.

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        The following tables present the benefit obligations, plan assets and funded status of the plans for our qualified and non-qualified plans in aggregate and for our postretirement benefits at the respective period end based on a measurement date of September 30:

		Pension benefits									Postretirement benefits
					Predecessor									Predecessor
		Five Months 2003			Seven Months 2003			2002			Five Months 2003			Seven Months 2003			2002
		In thousands
Change in benefit obligation
Benefit obligation beginning of period		$	201,857		$	185,388		$	165,676		$	6,309		$	8,942		$	6,392
Service cost			983			4,846			4,944			6			65			89
Interest cost			2,109			10,176			11,705			60			388			438
Plan amendments			—			—			477			—			—			(129	)
Actuarial loss (gain)			5,792			8,935			11,282			313			(2,170	)		2,997
Benefits paid			(1,488	)		(7,488	)		(8,696	)		(135	)		(916	)		(845	)
Benefit obligation end of period		$	209,253		$	201,857		$	185,388		$	6,553		$	6,309		$	8,942
Change in plan assets
Fair value of plan assets beginning of period		$	189,923		$	165,929		$	189,823		$	—		$	—		$	—
Actual return (loss) on plan assets			4,428			29,975			(17,011	)		—			—			—
Company contributions			294			1,507			1,813			135			916			845
Benefits paid			(1,488	)		(7,488	)		(8,696	)		(135	)		(916	)		(845	)
Fair value of plan assets end of period		$	193,157		$	189,923		$	165,929		$	—		$	—		$	—
Funded status
Funded status end of period(1)		$	8,733					$	4,668		$	—					$	—
Unfunded status end of period(2)			(24,829	)					(24,127	)		(6,553	)					(8,943	)
Net unfunded status end of period			(16,096	)					(19,459	)		(6,553	)					(8,943	)
Unrecognized cost:
	Net actuarial loss		4,314						47,449			312						5,709
	Transition amount								(830	)		—						—
	Prior service cost		—						3,319			—						(157	)
Net amount recognized		$	(11,782	)				$	30,479		$	(6,241	)				$	(3,391	)
Amounts recognized in the consolidated balance sheets consist of:
Prepaid benefit cost		$	12,579					$	47,239		$	—					$	—
Accrued benefit cost			(24,361	)					(22,549	)		(6,241	)					(3,391	)
Intangible asset			—						341			—						—
Accumulated comprehensive income—pre-tax			—						5,448			—						—
Net amount recognized		$	(11,782	)				$	30,479		$	(6,241	)				$	(3,391	)

(1)

Relates to all qualified pension plans

(2)

Relates to all non-qualified pension plans and postretirement benefits

        During 2003, interest rates had not returned to the levels of prior years, which required us to change the discount rate assumption from 6.75% to 6.00% for the pension and postretirement plans.

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This increased the year-end benefit obligations and accounts for the majority of the amounts shown as 2003 actuarial loss.

        In accordance with purchase accounting, we recognized the funding status of our pension and postretirement benefit plans as of July 29, 2003. At the end of 2003, the unrecognized net actuarial loss for pension benefits was $4.3 million.

        The accumulated benefit obligation (ABO) for all defined benefit pension plans was $197.1 million and $174.1 million at the end of 2003 and 2002, respectively. The ABO differs from the benefit obligation shown in the table in that it includes no assumption about future compensation levels.

        Non-qualified pension plans, included in the tables above, with obligations in excess of plan assets were as follows:

	2003		Predecessor 2002
	In thousands
Projected benefit obligation	$	24,829	$	24,127
Accumulated benefit obligation		23,578		22,549
Fair value of plan assets		—		—

        The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for one qualified plan with obligations in excess of plan assets at the end of 2002 were $88.1 million, $78.4 million and $87.3 million, respectively.

        Net periodic benefit expense (income) of the pension and other postretirement benefit plans included the following components:

	Pension benefits
				Predecessor
	Five Months 2003			Seven Months 2003			2002			2001
	In thousands
Service cost	$	983		$	4,846		$	4,944		4,690
Interest cost		2,109			10,176			11,705		10,900
Expected return on plan assets		(2,950	)		(16,973	)		(21,569	)	(19,838	)
Amortization of prior year service cost		—			1,548			1,837		1,868
Amortization of transition amount		—			(461	)		(714	)	(875	)
Amortization of net actuarial loss (gain)		—			439			(1,626	)	(2,518	)
Net periodic benefit expense (income)	$	142		$	(425	)	$	(5,423	)	(5,773	)

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	Postretirement benefits
			Predecessor
	Five Months 2003		Seven Months 2003			2002			2001
	In thousands
Service cost	$	6	$	65		$	89		$	66
Interest cost		60		388			438			372
Amortization of prior year service cost		—		(16	)		(7	)		(7	)
Amortization of net actuarial loss		—		232			186			—
Net periodic benefit expense	$	66	$	669		$	706		$	431

Assumptions

        Weighted-average assumptions used to determine end of year benefit obligations were as follows:

	Pension benefits				Postretirement benefits
	2003		2002		2003		2002
Discount rate	6.00	%	6.75	%	6.00	%	6.75	%
Rate of compensation increase	6.30	%	6.30	%	—		—

        Weighted-average assumptions used to determine net periodic benefit cost for the year were as follows:

	Pension benefits				Postretirement benefits
	2003		2002		2003		2002
Discount rate	6.75	%	7.25	%	6.75	%	7.25	%
Expected long-term rate of return on plan assets	9.50	%	10.00	%	—		—
Rate of compensation increase	6.30	%	6.30	%	—		—

        Assumed health care cost trend rates were as follows:

	Postretirement benefits
	2003		2002
Health care cost trend rate assumed for next year	9.00	%	10.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2007		2007

        We employ a building block approach in determining the long-term rate of return for plan assets. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved congruent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is established via a building block approach and proper consideration of diversification

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and rebalancing. Peer data and historical returns are reviewed to check for reasonability and appropriateness.

        Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. For 2003, a one percentage point change in the assumed health care cost trend rates would have the following effects:

	1% Increase		1% Decrease
	In thousands
Effect on total of service and interest cost components	$	32	$	29
Effect on postretirement benefit obligation	$	374	$	341

Plan Assets

        Our weighted-average asset allocations for our pension plans as of the measurement date of 2003 and 2002, by asset category, were as follows:

Asset Category	2003		2002		Target
Equity securities	78.0	%	63.4	%	80.0	%
Debt securities	21.2	%	35.7	%	20.0	%
Real estate	—		—		—
Other	0.8	%	0.9	%	—
	100.0	%	100.0	%	100.0	%

        We employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks as well as growth, value, and small and large capitalizations. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

Contributions

        Our projected contributions include $1.8 million to our non-qualified pension plans and $0.8 million to our postretirement benefit plans in 2004. The actual amount of contributions is dependent upon the actual return on plan assets.

401(k) Plans

        We have 401(k) savings plans, which cover substantially all salaried and hourly employees who have met the plans' eligibility requirements. We provide a matching contribution on amounts

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contributed by employees, limited to a specific amount of compensation that varies among the plans. Our contribution was $1.6 million for the successor period in 2003, $2.7 million for the predecessor period in 2003 and $4.4 million and $4.3 million in 2002 and 2001, respectively, which represents 50% of eligible employee contributions.

13.    Shareholder's Deficit

        Prior to the merger on July 29, 2003, Jostens' common stock consisted of Class A through Class E common stock as well as undesignated common stock. Holders of Class A common stock were entitled to one vote per share, whereas holders of Class D common stock were entitled to 306.55 votes per share. Holders of Class B common stock, Class C common stock and Class E common stock had no voting rights.

        The par value and number of authorized, issued and outstanding shares as of the end of 2002 for each class of Jostens' common stock is set forth below:

	Par value			Authorized shares	Issued and outstanding shares
	In thousands, except par value
Class A	$	0.33	1/3	4,200	2,825
Class B	$	0.01		5,300	5,300
Class C	$	0.01		2,500	811
Class D	$	0.01		20	20
Class E	$	0.01		1,900	—
Undesignated	$	0.01		12,020	—
				25,940	8,956

14.    Stock Plans

Stock Options

        In connection with the merger, all options to purchase Jostens' common stock that were outstanding immediately prior to the merger were cancelled and extinguished in consideration for an amount equal to the difference between the per- share merger consideration and the exercise price, resulting in an aggregate payment of $12.6 million included in "transaction costs" in the predecessor period of 2003.

        We did not grant any stock options in 2003. The weighted average fair value of options granted in 2002 and 2001 was $8.03 and $7.66 per option, respectively. We estimated the fair values using the Black-Scholes option-pricing model, modified for dividends and using the following assumptions:

	2002		2001
Risk-free rate	2.7	%	4.8	%
Dividend yield	—		—
Volatility factor of the expected market price of Jostens' common stock	20	%	20	%
Expected life of the award (years)	7.0		7.0

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        The following table summarizes stock option activity:

	Shares		Weighted-average exercise price
	Shares in thousands
Outstanding at December 30, 2000	531		$	25.25
Granted	73			25.25
Cancelled	(52	)		25.25
Outstanding at December 29, 2001	552			25.25
Granted	45			28.50
Cancelled	(41	)		25.29
Outstanding at December 28, 2002	556			25.51
Cancelled	(2	)		25.25
Settled for cash in the merger	(554	)		25.51
Outstanding at July 29, 2003	—			—

        At the end of 2002, the weighted average remaining contractual life of the options was approximately 4.7 years and 111,570 options were exercisable.

Stock Loan Programs

        In connection with the merger, the remaining stock loans issued in May 2000 to certain members of senior management to purchase shares of Jostens' common stock were repaid together with accumulated interest. At the end of 2002, the outstanding balance of these loans was $1.6 million including accumulated interest and was classified as a reduction in shareholders' equity (deficit) in our consolidated balance sheet.

15.    Business Segments

        We manage our business on the basis of one reportable segment: the development, manufacturing and distribution of school-related affinity products.

        Revenues are reported in the geographic area where the final sales to customers are made, rather than where the transaction originates. No single customer accounted for more than 10% of revenue in the successor and predecessor periods of 2003 or in fiscal years 2002 or 2001.

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        The following tables present net sales by class of similar products and certain geographic information:

			Predecessor
	Five Months 2003		Seven Months 2003		2002		2001
	In thousands
Net sales by classes of similar products:
Yearbooks	$	94,429	$	229,041	$	318,451	$	299,856
Class rings		113,010		90,785		204,148		204,243
Graduation products		31,528		163,535		179,713		181,885
Photography		45,204		20,697		53,672		50,576
Consolidated	$	284,171	$	504,058	$	755,984	$	736,560
Net sales by geographic area:
United States	$	256,758	$	484,460	$	716,110	$	697,484
Other, primarily Canada		27,413		19,598		39,874		39,076
Consolidated	$	284,171	$	504,058	$	755,984	$	736,560
Net property and equipment and intangible assets by geographic area:
United States	$	1,490,666			$	77,217	$	78,394
Other, primarily Canada		5,606				3,160		3,556
Consolidated	$	1,496,272			$	80,377	$	81,950

16.    Discontinued Operations

        In December 2001, our Board of Directors approved a plan to exit our former Recognition business in order to focus our resources on our core school-related affinity products business. Prior to the end of 2001 and in connection with our exit, we sold certain assets of the Recognition business to a supplier who manufactures awards and trophies. We received cash proceeds in the amount of $2.5 million and non-cash proceeds of $0.8 million in the form of a promissory note that was paid in 2002. The results of the Recognition business are reflected as discontinued operations in our consolidated statement of operations for all periods presented.

        Revenue and loss from discontinued operations were as follows:

	2002			2001
	In thousands
Revenue from external customers	$	—		$	55,913
Pre-tax loss from operations of discontinued operations before measurement date		—			(9,036	)
Pre-tax gain (loss) on disposal		2,708			(27,449	)
Income tax (expense) benefit		(1,071	)		14,045
Gain (loss) on discontinued operations	$	1,637		$	(22,440	)

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        During 2001, the results of discontinued operations encompassed the period through the December 3, 2001 measurement date. The $27.4 million pre-tax loss on disposal of the discontinued business consisted of a non-cash charge of $11.1 million to write off certain net assets of the Recognition business plus a $16.3 million charge for accrued costs related to exiting the Recognition business.

        During 2002, we reversed $2.3 million of the accrued charges based on our revised estimates for employee separation costs and phase-out costs. Of the total adjustment, $0.5 million resulted from modifying our anticipated workforce reduction from 150 to 130 full-time positions and $1.8 million resulted from lower information systems, customer service and internal support costs and lower receivable write-offs than originally anticipated. In addition, we reversed $0.4 million in other liabilities for a total pre-tax gain on discontinued operations of $2.7 million ($1.6 million net of tax). Components of the accrued disposal costs, which are included in "current liabilities of discontinued operations" in our consolidated balance sheet, are as follows:

								Utilization
	Initial charge		Prior accrual		Net adjustments			Prior periods			Predecessor 2003			2003			Balance end of 2003
	In thousands
Employee separation benefits and other related costs	$	6,164	$	—	$	(523	)	$	(5,109	)	$	(156	)	$	—		$	376
Phase-out costs of exiting the Recognition business		4,255		—		(1,365	)		(2,591	)		(72	)		(7	)		220
Salesperson transition benefits		2,855		1,236		(191	)		(767	)		(688	)		(252	)		2,193
Other costs related to exiting the Recognition business		3,018		1,434		(228	)		(4,224	)		—			—			—
	$	16,292	$	2,670	$	(2,307	)	$	(12,691	)	$	(916	)	$	(259	)	$	2,789

        Our obligation for separation benefits continues through 2004 over the benefit period as specified under our severance plan, and transition benefits will continue to be paid through the period of our statutory obligations.

17.    Special Charges

        During 2001, we recorded special charges totaling $2.5 million. We incurred costs of $2.1 million for severance and related separation benefits in connection with the departure of a senior executive and two other management personnel. In addition, we elected to terminate our joint venture operations in Mexico City, Mexico and took a charge of $0.4 million, primarily to write off the net investment. We utilized $2.3 million of the aggregate special charge in 2001, less than $0.1 million in 2002 and the remaining balance in the successor period of 2003.

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JOSTENS IH CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three months ended					Six months ended
		July 3, 2004		Predecessor June 28, 2003			July 3, 2004		Predecessor June 28, 2003
		In thousands
Net sales		$	376,186	$	374,936		$	519,271	$	496,460
Cost of products sold			196,867		161,005			257,647		211,750
	Gross profit		179,319		213,931			261,624		284,710
Selling and administrative expenses			116,470		108,589			204,695		180,047
	Operating income		62,849		105,342			56,929		104,663
Net interest expense			16,360		13,535			32,189		27,475
Loss on redemption of debt			—		—			420		—
Income before income taxes			46,489		91,807			24,320		77,188
Provision for income taxes			4,649		38,100			2,432		32,079
	Net income		41,840		53,707			21,888		45,109
Dividends and accretion on redeemable preferred stock			—		(3,320	)		—		(6,525	)
	Net income available to common shareholder(s)	$	41,840	$	50,387		$	21,888	$	38,584

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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JOSTENS IH CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

		July 3, 2004			January 3, 2004			Predecessor June 28, 2003
		In thousands, except share amounts
ASSETS
Cash and cash equivalents		$	4,555		$	19,371		$	22,940
Accounts receivable, net			82,163			57,018			87,860
Inventories, net			49,693			72,523			45,528
Salespersons overdrafts, net of allowance of $10,510, $10,953 and $8,629			21,414			30,062			17,701
Prepaid expenses and other current assets			6,237			10,446			5,398
Deferred income taxes			10,698			—			13,718
Total current assets			174,760			189,420			193,145
Property and equipment			125,271			119,506			277,452
Less accumulated depreciation			(27,902	)		(13,913	)		(216,757	)
Property and equipment, net			97,369			105,593			60,695
Goodwill			728,101			746,025			16,095
Intangibles, net			589,539			644,654			3,561
Other assets			31,367			34,666			57,389
		$	1,621,136		$	1,720,358		$	330,885
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Book overdrafts		$	2,964		$	—		$	—
Short-term borrowings			9,675			13,013			8,880
Accounts payable			12,066			17,009			10,792
Commissions payable			44,076			16,736			42,453
Customer deposits			57,866			149,809			58,583
Income taxes payable			30,616			8,840			37,241
Current portion of long-term debt			5,150			—			18,411
Deferred income taxes			—			4,283			—
Other accrued liabilities			45,626			50,199			48,930
	Total current liabilities		208,039			259,889			225,290
Long-term debt—less current maturities			637,419			685,407			554,463
Redeemable preferred securities (liquidation preference: $106,107 and $99,052)			122,435			135,272			—
Deferred income taxes			223,326			231,890			10,533
Other noncurrent liabilities			23,344			23,359			6,362
	Total liabilities		1,214,563			1,335,817			796,648
Commitments and contingencies
Redeemable preferred stock (liquidation preference: $90,358)			—			—			77,316
Common stock $.01 par value; authorized: 2,000,000 shares; issued and outstanding: 1,000 shares at January 3, 2004			—			—			1,003
Common stock			—
Additional paid-in-capital			420,754			420,754			20,964
Officer notes receivable			—			—			(1,670	)
Accumulated deficit			(14,334	)		(36,222	)		(553,421	)
Accumulated other comprehensive loss			153			9			(9,955	)
	Total shareholders' equity (deficit)		406,573			384,541			(543,079	)
		$	1,621,136			1,720,358		$	330,885

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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JOSTENS IH CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

			Six months ended
			July 3, 2004			Predecessor June 28, 2003
			In thousands
Net income			$	21,888		$	45,109
Adjustments to reconcile net income to net cash provided by operating activities
	Depreciation			14,095			10,941
	Amortization included in interest expense			1,891			2,664
	Other amortization			55,539			1,687
	Accrued interest on redeemable preferred stock			7,163			—
	Deferred income taxes			(22,177	)		—
	Other noncash reconciling items			463			95
	Changes in assets and liabilities			(45,052	)		(28,343	)
		Net cash provided by operating activities		33,810			32,153
Acquisition of business, net of cash acquired				—			(5,008	)
Purchases of property and equipment				(6,656	)		(5,369	)
Other investing activities, net				18			(407	)
		Net cash used for investing activities		(6,638	)		(10,784	)
Principal payments on long-term debt				(36,000	)		(8,218	)
Redemption of senior subordinated notes payable				(5,800	)		—
Other financing activities, net				(126	)		(1,420	)
		Net cash used for financing activities		(41,926	)		(9,638	)
Effect of exchange rate changes on cash and cash equivalents				(62	)		271
(Decrease) increase in cash and cash equivalents				(14,816	)		12,002
Cash and cash equivalents, beginning of period				19,371			10,938
		Cash and cash equivalents, end of period	$	4,555		$	22,940

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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JOSTENS IH CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.    Significant Accounting Policies

Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

        The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

        The accompanying unaudited condensed consolidated financial statements, after the elimination of intercompany accounts and transactions, include the accounts of Jostens IH Corp. ("JIHC"), and its wholly-owned subsidiary, Jostens, Inc. ("Jostens"), as of and for the three- and six-month periods ended July 3, 2004 (successor periods). The accounts as of and for the three- and six-month periods ended June 28, 2003 (predecessor periods) relate to Jostens and its wholly-owned subsidiaries. Our unaudited condensed consolidated financial statements for the predecessor periods were prepared using the historical basis of accounting for Jostens. As a result of the 2003 merger transaction as discussed in Note 3, we applied purchase accounting and a new basis of accounting began on July 29, 2003. JIHC had no operating activities until the acquisition of Jostens.

        Certain amounts in our prior period financial statements and notes have been reclassified to conform to the current period presentation.

Stock Based Compensation

        We apply the intrinsic method prescribed by Accounting Principles Board Opinion (APB) 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options granted to employees and non-employee directors. Accordingly, no compensation cost has been reflected in net income for these plans since all options are granted with exercise prices at or above fair value of the underlying stock on the date of grant. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) 123, "Accounting for Stock-Based Compensation" to options

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granted to employees and directors, including those granted subsequent to the merger by our parent company, Jostens Holding Corp. on behalf of Jostens.

	Three months ended						Six months ended
	July 3, 2004			Predecessor June 28, 2003			July 3, 2004			Predecessor June 28, 2003
	In thousands
Net loss available to common shareholder(s)
As reported	$	41,840		$	50,387		$	21,888		$	38,584
Deduct total stock-based employee compensation expense determined under fair value-based method for all awards, net of tax effects		(152	)		(157	)		(304	)		(313	)
Pro forma net loss available to common shareholder(s)	$	41,688		$	50,230		$	21,584		$	38,271

New Accounting Standards

        FSP 106-1—Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003

        On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor's postretirement health care plans. In accordance with Financial Accounting Standards Board (FASB) Staff Position (FSP) 106-1, all amounts are presented without reflecting any potential effects of the Act. On May 19, 2004, the FASB issued FSP 106-2, which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit cost to reflect the effects of the Act in the first interim period beginning after June 15, 2004. We do not expect the adoption of the Act to have a material impact on our consolidated financial statements.

2.    Pending Transaction

        On July 21, 2004, Jostens Holding Corp. ("Jostens Holdings"), the parent company of Jostens IH Corp. ("JIHC"), entered into a contribution agreement (the "Contribution Agreement") with Fusion Acquisition LLC ("AcquisitionCo"), a newly-formed entity owned by investment funds of Kohlberg Kravis & Roberts Co. L.P. ("KKR"), pursuant to which Jostens Holdings shall issue common stock of Jostens Holdings to AcquisitionCo and AcquisitionCo shall contribute to Jostens Holdings the capital stock of each of (i) Von Hoffmann Holdings Inc. ("Von Hoffmann"), a leading printer of educational textbooks, supplemental materials, book components and direct marketing print services, and (ii) AHC I Acquisition Corp. ("Arcade"), a leading manufacturer of sampling products for the fragrance, cosmetics, consumer products and food and beverage industries. AcquisitionCo will acquire each of Von Hoffmann and Arcade immediately prior to consummation of the Contribution Agreement pursuant to separate merger agreements entered into between AcquisitionCo and Von Hoffmann and

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Arcade, respectively. The transactions are expected to close late in the third quarter or early in the fourth quarter of 2004.

        Von Hoffmann and Arcade are each currently controlled by DLJ Merchant Banking Partners II, L.P. and certain of its affiliated funds. DLJ Merchant Banking Partners III, L.P. and certain of its affiliated funds (collectively, the "DLJMB III Funds") currently beneficially own approximately 82.5% of Jostens Holdings' outstanding voting securities. Upon the closing of the transactions contemplated by the Contribution Agreement, KKR will be issued equity interests representing approximately 45% of the economic interest and up to 50% of the voting interest of Jostens Holdings, and the DLJMB III Funds will own equity interests representing approximately 45% of the economic interests and up to 41% of the voting interest of Jostens Holdings. Upon the closing of the Contribution Agreement, the Board of Directors of Jostens Holdings is expected to consist of nine directors, four of whom will be appointed by KKR, four of whom will be appointed by the DLJMB III Funds and one of whom will be the Chief Executive Officer of Jostens Holdings, initially Marc Reisch.

        In connection with the transactions, we have received a commitment from Credit Suisse First Boston for new senior secured credit facilities consisting of: (i) two senior secured term loan facilities in an aggregate principal amount of up to $1,020.0 million and (ii) a senior secured revolving credit facility in an aggregate principal amount of $250.0 million (the "Credit Facilities") and a $500.0 million increasing rate bridge loan facility (the "Bridge Facility"). We expect to use a portion of the proceeds from the Credit Facilities and the Bridge Facility (or any offering of notes that may be issued in lieu of the Bridge Facility) to fund certain tender payments due to holders of Jostens' 12.75% Senior Subordinated Notes due 2010 who elect to tender their notes pursuant to a tender offer and consent solicitation expected to be commenced in August 2004 and to satisfy and discharge the indenture with respect to the notes that are not tendered pursuant to such tender offer. In connection with the transactions, Von Hoffmann and Arcade are each expected to tender for certain of their own existing indebtedness and redeem such indebtedness not so tendered, or defease or satisfy and discharge the indentures governing such indebtedness. Concurrently with the consummation of the transactions contemplated by the Contribution Agreement, Jostens intends to repurchase all issued and outstanding shares of its 14% Senior Redeemable Payment-in-Kind Preferred Stock. Jostens Holdings' 10.25% Senior Discount Notes are expected to remain outstanding.

        The Credit Facilities will require that we meet certain financial covenants, ratios and tests, including a maximum leverage ratio, a maximum senior leverage ratio and a minimum interest coverage ratio. In addition, we will be required to pay certain fees in connection with the Credit Facilities, including letter of credit fees, agency fees and commitment fees on the average daily unused portion of the revolving credit facility.

3.    2003 Merger

        On June 17, 2003, Jostens Holdings entered into a merger agreement with Jostens and Ring Acquisition Corp., an entity organized by us for the sole purpose of effecting an acquisition of Jostens. On July 29, 2003, Ring Acquisition Corp. merged with and into Jostens with Jostens surviving as an indirect subsidiary of Jostens Holdings, which we refer to as the merger.

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        In connection with the merger, we received a $317.9 million investment from Jostens Holdings. We used the $317.9 million, along with $100.0 million of proceeds from the issuance of redeemable preferred stock, to make a capital contribution of $417.9 million to Jostens. Jostens, in turn, used the proceeds from the capital contribution along with incremental borrowings under its senior secured credit facility to repurchase all previously outstanding common stock and warrants. Jostens paid $471.0 million to holders of its common stock and warrants representing a cash payment of $48.25 per share.

        We accounted for the merger as a purchase in accordance with the provisions of SFAS 141, "Business Combinations". The price paid to holders of common stock and warrants of $471.0 million was allocated to the tangible and intangible assets acquired and liabilities assumed based upon their relative fair values as of the date of the merger. As of July 3, 2004, the preliminary allocation of the purchase price, excluding certain transaction costs, was as follows:

	In thousands
Current assets	$	165,280
Property and equipment		101,389
Intangible assets		660,399
Goodwill		709,724
Other assets		18,622
Current liabilities		(202,635	)
Long-term debt		(594,494	)
Redeemable preferred stock		(106,511	)
Deferred income taxes		(252,209	)
Other liabilities		(28,521	)
	$	471,044

        We have estimated the fair value of our assets and liabilities as of the merger date utilizing information available at the time that our condensed consolidated financial statements were prepared. These estimates are subject to refinement until all pertinent information has been obtained. During the six months ended July 3, 2004, we recorded purchase price adjustments through goodwill to reduce the fair value of Jostens' redeemable preferred stock and our property and equipment in the amounts of $20.0 million and $0.6 million, respectively, and established a $2.9 million purchase accounting liability. The $2.9 million liability is for severance and other personnel costs related to the involuntary termination or relocation of employees associated with management's plans, as of the merger date, to cease production at our Red Wing, MN manufacturing facility. Production and customer service of graduation diplomas will be transferred to facilities in Owatonna, MN, Shelbyville, TN and Topeka, KS. The decision to close the Red Wing facility was based on improving customer service and overall efficiency of Jostens. On June 22, 2004, we formally communicated the termination of employment to approximately 180 full-time and seasonal plant and administrative employees. We anticipate that the majority of these exit costs will be paid during 2004.

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4.    Comprehensive Income

        Comprehensive income and its components, net of tax, are presented below:

	Three months ended					Six months ended
	July 3, 2004		Predecessor June 28, 2003			July 3, 2004		Predecessor June 28, 2003
	In thousands
Net income	$	41,840	$	53,707		$	21,888	$	45,109
Change in cumulative translation adjustment		128		(175	)		52		(327	)
Change in fair value of foreign currency hedge		92		—			92		—
Change in fair value of interest rate swap agreement		—		601			—		1,189
Comprehensive income	$	42,060	$	54,133		$	22,032	$	45,971

5.    Accounts Receivable and Inventories

        Net accounts receivable were comprised of the following:

	July 3, 2004			January 3, 2004			Predecessor June 28, 2003
	In thousands
Trade receivables	$	94,799		$	64,993		$	100,014
Allowance for doubtful accounts		(2,422	)		(2,184	)		(2,569	)
Allowance for sales returns		(10,214	)		(5,791	)		(9,585	)
Accounts receivable, net	$	82,163		$	57,018		$	87,860

        Net inventories were comprised of the following:

	July 3, 2004			January 3, 2004			Predecessor June 28, 2003
	In thousands
Raw material and supplies	$	13,687		$	11,416		$	11,262
Work-in-process		22,935			28,084			22,753
Finished goods		15,034			34,713			13,511
Reserve for obsolescence		(1,963	)		(1,690	)		(1,998	)
Inventories, net	$	49,693		$	72,523		$	45,528

6.    Goodwill and Other Intangible Assets

        The increase in goodwill and other intangible assets as of July 3, 2004 compared to the period ended June 28, 2003 was predominantly attributable to the effect of purchase accounting in connection with the July 29, 2003 merger.

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        The changes in the net carrying amount of goodwill were as follows:

	July 3, 2004			Predecessor June 28, 2003
	In thousands
Balance at beginning of year	$	746,025		$	14,450
Goodwill acquired during the period		15			4,781
Purchase price adjustments		(17,909	)		(3,277	)
Currency translation		(30	)		141
Balance at end of period	$	728,101		$	16,095

        The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of the dates indicated:

	July 3, 2004
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net
	In thousands
School relationships	10 years	$	330,000	$	(30,977	)	$	299,023
Order backlog	1.5 years		48,700		(36,610	)		12,090
Internally developed software	2 to 5 years		12,200		(3,183	)		9,017
Patented/unpatented technology	3 years		11,000		(3,433	)		7,567
Customer relationships	4 to 8 years		8,666		(1,832	)		6,834
Other	3 years		24		(16	)		8
			410,590		(76,051	)		334,539
Trademarks	Indefinite		255,000		—			255,000
		$	665,590	$	(76,051	)	$	589,539

	Predecessor June 28, 2003
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net
	In thousands
Customer relationships	4 to 5 years	$	4,146	$	(601	)	$	3,545
Other	3 years		24		(8	)		16
		$	4,170	$	(609	)	$	3,561

        Amortization expense related to other intangible assets was $43.7 million and $55.1 million for the three and six months ended July 3, 2004 compared to $0.4 million and $0.6 million for the three and six months ended June 28, 2003.

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7.    Long-Term Debt

        Long-term debt consists of the following:

		July 3, 2004		January 3, 2004		Predecessor June 28, 2003
		In thousands
Borrowings under senior secured credit facility:
	Term Loan, variable rate, 3.86 percent at July 3, 2004 and 3.72 percent at January 3, 2004, with semi-annual principal and interest payments through July 2010	$	417,704	$	453,705	$	—
	Term Loan A, variable rate, 3.36 percent at June 28, 2003, paid in full July 2003		—		—		51,359
	Term Loan C, variable rate, 3.86 percent at June 28, 2003, paid in full July 2003		—		—		319,694
	Senior subordinated notes, 12.75 percent fixed rate, including premium of $20,880 at July 3, 2004 and $22,717 at January 3, 2004, net of discount of $15,679 at June 28, 2003, with semi-annual interest payments of $13.3 million, principal due and payable at maturity—May 2010		224,865		231,702		201,821
			642,569		685,407		572,874
	Less current portion		5,150		—		18,411
		$	637,419	$	685,407	$	554,463

        During the three months ended July 3, 2004, we voluntarily prepaid $36.0 million on our senior secured credit facility. In addition, during the first quarter of 2004, we voluntarily redeemed $5.0 million principal amount of Jostens' senior subordinated notes and recognized a loss of $0.4 million consisting of $0.8 million of premium paid on redemption of the notes and a net $0.4 million credit resulting from the write-off of related unamortized premium, original issuance discount and deferred financing costs.

        As of July 3, 2004, there was $9.7 million outstanding in the form of short-term borrowings at our Canadian subsidiary, at a weighted average interest rate of 5.5% and an additional $10.8 million outstanding in the form of letters of credit, leaving $129.6 million available under our revolving credit facility.

        The senior secured credit facility and the senior subordinated notes contain certain cross-default and cross-acceleration provisions whereby default under or acceleration of one debt obligation would, consequently, cause a default or acceleration under the other debt obligation. As of July 3, 2004, we were in compliance with all covenants.

        As of July 3, 2004, January 3, 2004 and June 28, 2003, the fair value of our debt, excluding the senior subordinated notes, approximated its carrying value. The fair value of the senior subordinated notes as of July 3, 2004, January 3, 2004 and June 28, 2003 was $227.4 million, $239.8 million and $256.7 million, respectively, based on the quoted market price.

F-129

8.    Redeemable Preferred Stock

        On June 29, 2003, we adopted SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". In accordance with SFAS 150, we reclassified Jostens' redeemable preferred stock to the liabilities section of our condensed consolidated balance sheet and began reporting the preferred dividend as interest expense in our results of operations rather than as a reduction to retained earnings. We also recognized $4.6 million cumulative effect of a change in accounting principle. We did not provide any tax benefit in connection with the cumulative effect adjustment because payment of the related preferred dividend and the discount amortization are not tax deductible. Pro forma amounts assuming the change in accounting principle had been in effect since the beginning of 2003 are as follows:

	Three months ended					Six months ended
	July 3, 2004		Predecessor June 28, 2003			July 3, 2004		Predecessor June 28, 2003
	In thousands
Net income available to common shareholder(s)
As reported	$	41,840	$	50,387		$	21,888	$	38,584
Dividends and accretion on redeemable preferred shares previously reported		—		3,320			—		6,525
Pro forma interest expense		—		(2,927	)		—		(5,527	)
Pro forma net income available to common shareholder(s)	$	41,840	$	50,780		$	21,888	$	39,582

        During the first quarter of 2004, we refined our estimate of the fair value of Jostens' redeemable preferred stock as of the merger date from $130.0 million to $110.0 million. The aggregate liquidation preference of the redeemable preferred stock as of July 3, 2004, January 3, 2004 and June 28, 2003 was $106.1 million, $99.1 million and $92.5 million, respectively, including accrued dividends. Jostens has 4,000,000 shares of preferred stock, $.01 par value, authorized. There were 103,687, 96,793 and 90,358 shares of redeemable preferred stock outstanding as of July 3, 2004, January 3, 2004 and June 28, 2003, respectively.

9.    Derivative Financial Instruments and Hedging Activities

        We use forward foreign currency exchange contracts to hedge the impact of currency fluctuations primarily on inventory purchases denominated in euros. The effective portion of the change in fair value for these contracts, which have been designated as a cash flow hedge, is reported in "accumulated other comprehensive loss" (AOCL) and reclassified into earnings in the same financial statement line item and in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of these instruments is immediately recognized in earnings. The amount of contracts outstanding at July 3, 2004 was $2.7 million. There were no forward foreign currency exchange contracts outstanding at January 3, 2004 and June 28, 2003. These contracts will mature over the remainder of the current fiscal year, the period in which all amounts included in AOCL will be reclassified into earnings.

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10.    Commitments

        We are subject to market risk associated with changes in the price of precious metal. To mitigate our commodity price risk, we enter into forward contracts to purchase gold, platinum and silver based upon the estimated ounces needed to satisfy projected customer demand. Our purchase commitment at July 3, 2004 was $7.3 million with delivery dates occurring throughout 2004. These forward purchase contracts are considered normal purchases and therefore not subject to the requirements of SFAS 133, "Accounting for Derivative Instruments and Hedging Activities". The fair market value of our open precious metal forward contracts as of July 3, 2004 was $7.3 million and was calculated by valuing each contract at quoted futures prices.

11.    Income Taxes

        Consistent with the provisions of APB 28, "Interim Financial Reporting", we have provided an income tax provision based on our best estimate of the consolidated effective tax rate applicable for the entire year. Based on those estimates, we provided an income tax provision at a consolidated effective rate of 10% for the six months ended July 3, 2004 compared to 41.6% in the comparable prior year period. We review our tax rate estimates on a quarterly basis and make revisions as necessary.

        Our consolidated effective tax rate is less than the federal statutory rate because we anticipate a consolidated tax loss for the entire year and the rate of tax benefit is negatively impacted by the effect of nondeductible interest expense associated with the redeemable preferred stock of Jostens. Furthermore, the rate of tax benefit recorded for purchase accounting adjustments is based on the change in deferred tax liability balances attributable to net taxable temporary differences recorded in connection with the purchase price allocation of the prior year merger transaction.

12.    Pension and Other Postretirement Benefit Plans

        Net periodic benefit cost for our pension and other postretirement benefit plans for the three and six months ended July 3, 2004 and June 28, 2003 consists of the following:

	Pension benefits
	Three months ended						Six months ended
	July 3, 2004			Predecessor June 28, 2003			July 3, 2004			Predecessor June 28, 2003
	In thousands
Service cost	$	1,618		$	1,454		$	3,236		$	2,908
Interest cost		3,068			3,053			6,136			6,106
Expected return on plan assets		(4,497	)		(5,092	)		(8,994	)		(10,184	)
Amortization of prior year service cost		—			465			—			929
Amortization of transition amount		—			(139	)		—			(277	)
Amortization of net actuarial loss		—			132			—			264
Net periodic benefit expense (income)	$	189		$	(127	)	$	378		$	(254	)

F-131

	Postretirement benefits
	Three months ended					Six months ended
	July 3, 2004		Predecessor June 28, 2003			July 3, 2004		Predecessor June 28, 2003
	In thousands
Service cost	$	10	$	19		$	20	$	39
Interest cost		93		117			186		233
Amortization of prior year service cost		—		(5	)		—		(10	)
Amortization of net actuarial loss		—		70			—		140
Net periodic benefit expense	$	103	$	201		$	206	$	402

13.    Discontinued Operations

        In conjunction with exiting our Recognition business in December 2001, we recorded a $27.4 million pre-tax loss on disposal for discontinued operations. The pre-tax loss on disposal consisted of a non-cash charge of $11.1 million to write off certain net assets of the Recognition business plus a $16.3 million charge for accrued costs related to exiting the Recognition business. Components of the accrued exit costs are as follows:

								Utilization
	Initial Charge		Prior accrual		Net adjustments									Balance July 3, 2004
								Prior			2004
	In thousands
Employee separation benefits and other related costs	$	6,164	$	—	$	(442	)	$	(5,265	)	$	(66	)	$	391
Phase-out costs of exiting the Recognition business		4,255		—		(1,203	)		(2,670	)		20			402
Salesperson transition benefits		2,855		1,236		(191	)		(1,707	)		(219	)		1,974
Other costs related to exiting the Recognition business		3,018		1,434		(228	)		(4,224	)		—			—
	$	16,292	$	2,670	$	(2,064	)	$	(13,866	)	$	(265	)	$	2,767

        Our obligation for separation benefits continues through 2004 over the benefit period as specified under our severance plan, and transition benefits will continue to be paid through the period of our contractual obligation.

F-132

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Von Hoffmann Holdings Inc.

        We have audited the accompanying consolidated balance sheets of Von Hoffmann Holdings Inc. and Subsidiaries at December 31, 2003 and 2002, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Oversight Accounting Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Von Hoffmann Holdings Inc. and Subsidiaries at December 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note 1 to the consolidated financial statements, in the year ended December 31, 2002, the Company changed its method for amortizing goodwill.

St. Louis, Missouri
February 12, 2004

F-133

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

		December 31
		2003			2002
Assets
Current assets:
	Cash and cash equivalents	$	21,948		$	4,438
	Trade accounts receivable, less allowance for doubtful accounts of $699 in 2003 and $475 in 2002		48,369			49,141
	Inventories		28,486			32,037
	Income taxes refundable		3,594			1,611
	Deferred income taxes		2,871			2,492
	Prepaid expenses		2,725			1,057
	Asset held for sale		59,652			—
Total current assets			167,645			90,776
Deferred debt issuance cost, net of accumulated amortization of $5,668 in 2003 and $3,363 in 2002			12,323			11,124
Property, plant, and equipment:
	Buildings and improvements		49,520			45,907
	Machinery and equipment		239,515			225,625
	Transportation equipment		853			842
	Furniture and fixtures		7,428			6,634
			297,316			279,008
	Allowance for depreciation and amortization		(179,672	)		(158,553	)
			117,644			120,455
	Installation in process		2,003			3,017
	Land		5,719			4,894
			125,366			128,366
Goodwill			230,946			189,855
Other intangibles, net			29,225			—
		$	565,505		$	420,121
Liabilities and stockholders' equity
Current liabilities:
	Trade accounts payable	$	14,518		$	13,907
	Other accrued expenses		19,058			14,899
	Salaries and wages		6,938			5,865
	Taxes, other than income taxes		393			427
Total current liabilities			40,907			35,098
Long-term liabilities:
	Deferred income taxes		28,267			11,384
	Deferred compensation and pension		11,029			—
	Senior secured credit agreement—revolving loan		25,800			—
	Senior debt		277,749			215,000
	Senior subordinated notes		100,000			100,000
	Subordinated exchange debentures		41,169			35,681
Total long-term liabilities			484,014			362,065
Stockholders' equity:
	Common stock; $0.01 par value per share; 150,000 shares authorized		916			716
	Additional paid-in capital		106,234			86,434
	Accumulated deficit		(57,568	)		(55,240	)
	Treasury stock, at cost		(8,470	)		(8,470	)
	Notes receivable from the sale of stock and accrued interest		(528	)		(482	)
			40,584			22,958
		$	565,505		$	420,121

See accompanying notes.

F-134

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Consolidated Statement of Operations

(In thousands)

		Year Ended December 31
		2003			2002			2001
Net sales		$	377,056		$	379,437		$	407,096
Cost of products and services			313,189			321,331			346,917
Gross profit			63,867			58,106			60,179
Operating expenses:
	Selling and administrative expenses		24,492			26,177			31,263
	Special consulting expenses		1,902			2,453			578
	Restructuring charges		—			—			1,476
			26,394			28,630			33,317
Income from operations			37,473			29,476			26,862
Interest income			167			270			265
Gain (loss) on disposal of depreciable assets			(445	)		2,771			(512	)
Gain on debt extinguishment, net			—			280			—
Interest expense—subsidiary			(36,785	)		(33,557	)		(32,144	)
Interest expense—subordinate exchange debentures			(5,488	)		(5,529	)		(5,983	)
			(42,551	)		(35,765	)		(38,374	)
Loss before income taxes and discontinued operations			(5,078	)		(6,289	)		(11,512	)
Income tax benefit			(1,399	)		(993	)		(1,268	)
Loss before discontinued operations			(3,679	)		(5,296	)		(10,244	)
Discontinued operations, net of taxes			1,351			—			—
Net loss		$	(2,328	)	$	(5,296	)	$	(10,244	)
Basic and diluted loss per common share:
	Loss before discontinued operations	$	(0.05	)	$	(0.08	)	$	(0.20	)
	Discontinued operations	$	0.02		$	—		$	—
	Net loss	$	(0.03	)	$	(0.08	)	$	(0.20	)

See accompanying notes.

F-135

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity

(In thousands)

			Amounts
													Notes Receivable From the Sale of Stock and Accrued Interest
	Number of Shares
	Common Stock	Treasury Stock	Common Stock		Additional Paid-In Capital		Accumulated Deficit			Treasury Stock						Total
Balance at December 31, 2000	51,594	—	$	516	$	59,981	$	(39,700	)	$			$	(1,402	)	$	19,395
Net loss	—	—		—		—		(10,244	)		—			—			(10,244	)
Accrued interest	—	—		—		—		—			—			(133	)		(133	)
Purchase of treasury stock	—	60		—		—		—			(90	)		44			(46	)
Balance at December 31, 2001	51,594	60		516		59,981		(49,944	)		(90	)		(1,491	)		8,972
Net loss	—	—		—		—		(5,296	)		—			—			(5,296	)
Accrued interest	—	—		—		—		—			—			(93	)		(93	)
Purchase of treasury stock	—	8,380		—		—		—			(8,380	)		1,102			(7,278	)
Issuance of common stock	20,000	—		200		19,800		—			—			—			20,000
Pushdown of goodwill created by equity transactions	—	—		—		6,653		—			—			—			6,653
Balance at December 31, 2002	71,594	8,440		716		86,434		(55,240	)		(8,470	)		(482	)		22,958
Net loss	—	—		—		—		(2,328	)		—			—			(2,328	)
Accrued interest	—	—		—		—		—			—			(46	)		(46	)
Issuance of common stock	20,000	—		200		19,800		—			—			—			20,000
Balance at December 31, 2003	91,594	8,440	$	916	$	106,234	$	(57,568	)	$	(8,470	)	$	(528	)	$	40,584

See accompanying notes.

F-136

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

			Year Ended December 31
			2003			2002			2001
Operating activities
Net loss			$	(2,328	)	$	(5,296	)	$	(10,244	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation			23,114			29,266			38,030
	Amortization of debt issuance costs			2,305			2,133			1,987
	Amortization of intangibles			175			218			9,289
	Amortization of premium on senior notes			(101	)		—			—
	(Gain) loss on disposal of depreciable assets			445			(2,771	)		512
	Gain on debt extinguishment, net			—			(280	)		—
	Provision for deferred income taxes			(2,169	)		(1,926	)		(6,701	)
	Accrued interest on subordinated exchange debentures			5,220			5,221			5,608
	Accretion of discount on subordinated exchange debentures			268			308			375
	Accrued interest on notes from the sale of stock			(46	)		(93	)		(133	)
	Changes in operating assets and liabilities:
		Trade accounts receivable		4,541			(2,390	)		11,148
		Inventories		4,432			(8,776	)		12,855
		Income taxes refundable		(1,983	)		846			(251	)
		Prepaid expenses		(815	)		(461	)		448
		Asset held for sale		(4,652	)		—			—
		Trade accounts payable		(2,324	)		4,447			(4,323	)
		Other accrued expenses		2,907			9,100			444
		Salaries and wages		247			(2,899	)		729
		Taxes, other than income taxes		(93	)		62			(157	)
		Deferred compensation and pension		269			—			—
Net cash provided by operating activities				29,412			26,709			59,616
Investing activities
Purchases of property, plant, and equipment				(9,071	)		(12,657	)		(23,875	)
Proceeds from sale of equipment				336			6,273			172
Purchase of The Lehigh Press, Inc.				(108,313	)		—			—
Net cash used in investing activities				(117,048	)		(6,384	)		(23,703	)
Financing activities
Payments of debt issuance costs				(3,504	)		(10,914	)		(13	)
Net (payments) borrowings—revolving loan				25,800			(23,000	)		(10,000	)
Net payments—acquisition loan				—			(21,000	)		(4,000	)
Payments on senior secured debt—term loans				—			(197,555	)		(9,220	)
Proceeds from issuance of senior notes				62,850			215,000			—
Payments on subordinated exchange debentures				—			(9,460	)		—
Receipt on notes receivable from sale of stock				—			1,102			44
Purchase of treasury stock				—			(8,380	)		(90	)
Issuance of common stock				20,000			20,000			—
Net cash provided by (used in) financing activities				105,146			(34,207	)		(23,279	)
Net (decrease) increase in cash and cash equivalents				17,510			(13,882	)		12,634
Cash and cash equivalents at beginning of year				4,438			18,320			5,686
Cash and cash equivalents at end of year			$	21,948		$	4,438		$	18,320

See accompanying notes.

F-137

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1.    Summary of Accounting Policies

Principles of Consolidation

        The consolidated financial statements include the accounts of Von Hoffmann Holdings Inc. (formerly known as Von Hoffmann Corporation) (the Company) and its wholly owned subsidiary, Von Hoffmann Corporation (formerly known as Von Hoffmann Press, Inc.) (the Subsidiary) and its wholly owned subsidiaries: Mid-Missouri Graphics, Inc., Von Hoffmann Graphics, Inc., H&S Graphics, Inc., Preface, Inc., One Thousand Realty and Investment Company, Precision Offset Printing Company, Inc., and The Lehigh Press, Inc. (Lehigh Press) Effective October 22, 2003, the Subsidiary acquired The Lehigh Press, Inc. Effective February 25, 2002, Von Hoffmann Graphics, Inc. was merged with the Subsidiary. Effective December 20, 2002, One Thousand Realty and Investment Company was merged into the Subsidiary. Effective July 1, 2001, Mid-Missouri Graphics, Inc. was merged into the Subsidiary. Intercompany accounts and transactions have been eliminated.

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Business Segment and Concentration of Credit Risk

        Substantially all of the Company's assets, sales, and operating earnings are derived from the performance of book manufacturing services to educational publishers, commercial entities, and governmental institutions throughout the United States. At December 31, 2003, approximately 18.9 percent of the Company's workforce is subject to collective bargaining agreements. Two customers and their affiliates accounted for 28.1 percent of 2003 net sales, 27.9 percent of 2002 net sales, and 32.0 percent of 2001 net sales, respectively. Additionally, these two customers and their affiliates accounted for 17.8 percent and 15.6 percent of accounts receivable at December 31, 2003 and 2002, respectively. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral.

Revenue Recognition

        Revenues are recognized when the products are shipped FOB shipping point, risk of loss transfers or as services are performed as determined by the contractual arrangement.

Cash and Cash Equivalents

        The Company considers cash and cash equivalents to include demand deposits and repurchase agreements with maturities of three months or less when purchased. Cash and cash equivalents are carried at cost, which approximates market value.

Trade Accounts Receivable and Allowance for Doubtful Accounts

        Trade accounts receivables represent only receivables invoiced for products or services recognized as revenue. Trade accounts receivable is reviewed at least quarterly, and those accounts with amounts

F-138

that are judged to be uncollectible are reserved within the allowance for doubtful accounts or written off directly against operations.

Inventories

        The Company values approximately 92% of its inventory at the lower of cost, as determined using the last-in, first-out (LIFO) method, or market. The remainder of inventory is valued at the lower of cost, as determined using the first-in, first-out (FIFO) method, or market. Inventories are comprised of the following amounts at December 31:

	2003		2002
Raw materials	$	16,533	$	14,602
Work-in-process		13,195		19,125
		29,728		33,727
Less LIFO reserve		1,242		1,690
	$	28,486	$	32,037

Property, Plant, and Equipment

        Property, plant, and equipment are stated at cost. The Company capitalizes all repair and maintenance costs which result in significant increases in the useful life of the underlying asset. All other repair and maintenance costs are expensed. Depreciation is computed using straight-line or accelerated methods over the following estimated useful lives:

Description	Years
Buildings and improvements	11-40
Machinery and equipment	5-12
Transportation equipment	4-10
Furniture and fixtures	4-7

        Property, plant and equipment is reviewed for impairment whenever events and changes in business circumstances indicate the carrying value of property, plant and equipment may not be recoverable. Impairment losses are recognized based on fair value if expected cash flows of the related property, plant and equipment are less than their carrying value.

Business Combinations

        In accordance with SFAS No. 141, Business Combinations (SFAS No. 141), we account for all business combinations initiated after June 30, 2001 using the purchase method. In applying the purchase method, we perform detail analysis which may include use of third party appraisals to recognize and value acquired intangible assets separately from goodwill.

Goodwill and Other Intangible Assets

        In accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), effective January 1, 2002, we no longer amortize goodwill subject to annual impairment tests. If goodwill amortization was not recorded in 2001, the Company would have reported net loss of $1.3 million or

F-139

$0.03 basic and diluted loss per share. The Company performed a transitional impairment test of its existing goodwill during the second quarter of 2002. The Company did not recognize any impairment of goodwill in connection with the initial transitional impairment test. The Company performs a formal impairment test of goodwill and indefinite-lived intangible assets on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The annual impairment tests performed in 2003 and 2002 also did not result in any impairment. The Company has broken its operations into three reporting units: print and bind, prepress services and sheetfed and cover printing. The Company did not recognize any impairment of goodwill and other intangible assets for any year presented.

        Trade names are not amortizable. Amortizable intangible assets are amortized on a straight-line basis upon estimated useful lives as follows:

Description	Years
Customer relationships	40
Non-compete agreements	3

        Amortizable intangible assets are evaluated for potential impairment when current facts and circumstances indicate that the carrying value may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the amortizable intangible asset, or appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an intangible asset is determined to be impaired, the loss is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.

Income Taxes

        Deferred income taxes reflect the net tax effects of temporary differences between the financial and tax basis of assets and liabilities. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Employee Stock Options

        As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the Company follows APB Opinion No. 25 and related interpretations in accounting for its stock compensation awards. Based on the analysis as discussed in Note 11, the Company's pro forma net loss and loss per share incorporating the amortization of employee stock compensation expense, as determined under SFAS No. 123, would not have been materially different from reported amounts during 2003, 2002 and 2001.

Shipping and Handling Costs

        The Company records all revenues related to shipping and handling fees in net sales and the related costs in cost of products and services.

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Reclassifications

        Certain reclassifications have been made to prior years' balances to conform with the current year presentation.

2.    Recapitalization Restated to a Purchase

        Effective May 22, 1997, a leveraged recapitalization of the Company took place (Recapitalization) pursuant to which:

(1)

The Company executed a credit agreement with a syndicate of financial institutions representing the senior secured credit facility (the Credit Agreement) in an aggregate amount of $200 million. Initial proceeds under the senior secured credit facility were $125 million. The terms of the senior secured credit facility are described in Note 7.



(2)

The Company issued $100 million of senior subordinated notes (Note 7).



(3)

In exchange for $67.1 million, DLJ Merchant Banking Partners II and its affiliates acquired approximately 84 percent of the new common stock of the Company, redeemable preferred stock, and warrants to purchase additional shares of new common stock in the Company. On November 16, 1998, the preferred stock was converted into 13.5 percent subordinated exchange debentures at the then accreted value of $30.4 million. The terms of the 13.5 percent subordinated exchange debentures are described in Note 7.



(4)

The Company redeemed/exchanged the former common stock of the Company owned by ZS VH L.P. (ZS) for (a) cash of $288.8 million and (b) 10 percent of the new common stock of the Company.



(5)

The Company exchanged the former common stock of the Company owned by Robert A. Uhlenhop (Uhlenhop), the Company's former president and chief executive officer, for approximately 2.5 percent of the new common stock of the Company. In exchange for $0.3 million in cash and $0.5 million of notes receivable, Uhlenhop acquired an additional 1.5 percent of the new common stock in the Company.



(6)

In exchange for $0.4 million in cash and $0.4 million of notes receivable, certain other management personnel acquired the remaining 2.0 percent of the new common stock in the Company.



(7)

Costs incurred by the Company related to the Recapitalization were approximately $5.9 million and were expensed in the predecessor financial statements.

        Through June 20, 2002, the Company accounted for the May 22, 1997 Recapitalization transaction using the historical basis of the Company's existing assets and liabilities (i.e., "recapitalization accounting") because there was substantive continuing voting ownership by ZS. Because of the events described below and the rules in SEC Staff Accounting Bulletin (SAB) No. 54, the Company was required to retroactively push down the new owners' basis to the Company's separate financial statements—as if it were a new entity as of May 22, 1997.

        During 2002, the Company had the following equity transactions:

•

On March 26, 2002, the Company issued 20 million shares of its common stock to its majority shareholder for $20.0 million in cash.

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•

On June 21, 2002, the Company purchased all 5 million shares of common stock owned by ZS for $5.0 million in cash.



•

On June 21, 2002, the Company purchased all 2 million shares of common stock owned by Uhlenhop for $2.0 million, consisting of approximately $1.2 million in cash and settlement of a note receivable of approximately $0.8 million.

        As a result of these transactions, the majority owners of the Company owned approximately 96 percent of the Company's common stock. In accordance with SAB No. 54, recapitalization accounting could no longer be used, and the new owners' "purchase accounting" basis had to be pushed down to the Company's financial statements as if it had occurred May 22, 1997. The accompanying financial statements reflect this retroactive application, and accordingly, the 2001 balances have been restated from their recapitalization accounting presentation in past financial statements issued by the Company.

        The application of purchase accounting for the May 22, 1997 partial purchase by the new owners and the March 26, 2002 purchase by the majority stockholder resulted in the following adjustments for the year ended December 31, 2001:

		Year Ended December 31, 2001
		Previously Reported			Restated Balance
Cost of products and services		$	334,372		$	346,917
Selling and administrative expenses			23,404			31,263
Loss on disposal of depreciable assets			(394	)		(512	)
Income tax provision (benefit)			3,717			(1,268	)
Net income (loss)			5,294			(10,244	)
Earnings (loss) per share:
	Basic	$	0.10		$	(0.20	)
	Diluted	$	0.09		$	(0.20	)

        During the third and fourth quarters of 2002, the Company purchased approximately 1.4 million shares of common stock, owned by former employees, for approximately $1.4 million in cash.

        The March 26, 2002 acquisition by the majority stockholder of the newly issued shares, the June 21, 2002 acquisitions by the Company of all shares of common stock held by ZS and Uhlenhop, and the above third and fourth quarter common stock repurchases resulted in additional purchase accounting basis being pushed down to the Company. Such pushdown resulted in additional goodwill of approximately $6.7 million being recorded by the Company in 2002.

3.    Business Combinations

The Lehigh Press, Inc.

        On October 22, 2003, the Subsidiary acquired all of the outstanding shares of The Lehigh Press, Inc. (Lehigh Press) for approximately $108.3 million (Lehigh Press Acquisition). Lehigh Press is a leading provider of book covers and other components, and a provider of digital premedia and direct marketing printing services, operating through its Lehigh Lithographers and Lehigh Direct divisions. The acquisition reinforces our market position within the elementary and high school case-bound

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education market as well as the strategy to increase product offerings and capabilities to our customer base. The Lehigh Press Acquisition was financed by the borrowing of funds under the New Credit Agreement and cash on hand.

        The acquisition was accounted for under the purchase method of accounting in accordance with the SFAS No. 141. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on the estimates of their respective fair values at the date of the acquisition.

        In November 2003, Von Hoffmann's Board of Directors authorized the exploration of a potential sale of Lehigh Direct. We determined to consider a sale of the Lehigh Direct business because it does not serve our core instructional materials market. To assist us in the sale of the Lehigh direct division, we engaged Credit Suisse First Boston in late November 2003. As a result, retroactive to the date we acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, had been met related to the Lehigh Direct division. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less expected costs to sell, amounting to $55.0 million, based on recent internal analysis of similar transactions. The Company believes the division will be sold by the end of the third quarter of 2004. The preliminary valuation recognized for the Lehigh Direct division could change depending on our further analysis of the financial information of Lehigh Direct as well as our further review of current market valuations.

        The following table summarizes the purchase price allocation of assets acquired and liabilities assumed at the date of acquisition. Lehigh Press is in the process of completing its final federal and state tax returns for the tax periods under previous ownership, thus, the allocation of the purchase price is subject to adjustment.

Current assets		$	5,695
Property, plant and equipment			11,825
Intangible assets:
	Customer relationships		19,500
	Trade name		8,200
	Non-compete agreements		1,700
			29,400
Goodwill			41,091
Asset held for sale			55,000
	Total assets acquired		143,011
Current liabilities			(4,691	)
Deferred income taxes			(19,248	)
Deferred compensation and pension			(10,760	)
	Total liabilities assumed		(34,699	)
Net assets acquired		$	108,312

        None of the goodwill is tax deductible. As of December 31, 2003, the stock purchase agreement required $9.0 million to be placed in escrow for certain working capital adjustments and other indemnification clauses as defined in the stock purchase agreement. The escrow or portions thereof will expire at various dates through April 2005.

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        The consolidated financial statements include the results of operations of Lehigh Press from October 22, 2003, the date of acquisition. On an unaudited pro forma basis, adjusting only for the assumption that the acquisition of Lehigh Press and related incremental borrowings had occurred at the beginning of the respective years, revenues for the year ended December 31, 2003 and 2002 would have been $425.4 million and $436.7 million, respectively. Unaudited pro forma net loss would have been $1,417 and $3,459, respectively. Unaudited pro forma basic and diluted loss per share would have been $0.02 and $0.04, respectively. The unaudited pro forma information is not necessarily indicative of the results of operations had the Lehigh Press acquisition actually occurred at the beginning of the respective period, nor is it necessarily indicative of future results.

4.    Restructuring Charge

        During 2001, the Company closed the sheet-fed printing, stripping, and platemaking operations of its St. Louis, Missouri, manufacturing location. The majority of these operations were transferred to the Owensville, Missouri, manufacturing location of Von Hoffmann Graphics, Inc. Additionally, the Company reduced the workforce within the St. Louis, Missouri, manufacturing location of the Subsidiary. Lastly, the Company closed the Owensville, Missouri, manufacturing location of the Subsidiary. These operations and certain related assets were consolidated into the Jefferson City, Missouri, manufacturing locations of the Subsidiary. As a result of these restructurings, the Company recorded total restructuring expenses in 2001 of approximately $1,476 consisting mainly of employee severance and equipment relocation costs. The Company utilized approximately $1,370 in 2001 and $106 in 2002. The Company has no remaining liability associated with the restructuring.

        On December 11, 2003, the Company announced the closure of two manufacturing facilities under the Precision Offset Printing Company Inc. ("Precision") subsidiary. The remaining operations will be combined into the Pennsauken, NJ-based Lehigh Lithographers ("Litho") division of The Lehigh Press. The purpose of the closure is to reduce the cost structure as well as consolidate its service offerings (i.e. products, people, etc.) to the educational customers who print products on plastics and other synthetic substrates.

        The Company estimates the pre-tax expenses associated with the above closure to total approximately $4.0 million to $4.5 million consisting of employee severance ($700); revision of depreciable assets and salvage value of property, plant and equipment ($2,700) and other cash charges ($700). Of these amounts, none were recognized to date in 2003. These amounts will be recognized over the first two quarters of 2004.

5.    Goodwill and Other Intangibles

        The changes in carrying value of goodwill for the year ending December 31, 2003 are as follows:

Balance, January 1, 2003	$	189,855
Lehigh Press acquisition		41,091
Balance, December 31, 2003	$	230,946

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        The gross carrying amount and accumulated amortization of other intangible assets as of December 31, 2003 are as follows:

		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
	Customer relationships	$	19,500	$	81
	Non-compete agreements		1,700		94
		$	21,200	$	175
Unamortized intangible assets:
	Trade names	$	8,200

        The amortization expense for the year ended December 31, 2003 was $175. The estimated amortization expense for the next five years is as follows for the year ending December 31:

Year	Amortization Expense
2004	$	1,054
2005		1,054
2006		960
2007		488
2008		488

6.    Asset Held for Sale

        As disclosed in Note 3, the Company determined that the Lehigh Direct division of Lehigh Press met the criteria for asset held for sale as outlined by FAS No. 144 at the acquisition date. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million, which was based on internal analysis of recent similar transactions.

        From the acquisition date through December 31, 2003, the value of the asset held for sale changed based on the fluctuations in net assets included within the disposal group. No gain or loss was recognized associated with this change in the net assets of Lehigh Direct, as we believe the valuation of the asset will change accordingly. At December 31, 2003, the net assets of the Lehigh Direct division consisted of the following:

Assets:
	Current assets	$	15,450
	Property, plant and equipment, net		57,080
Total assets			72,530
Liabilities:
	Current liabilities		9,054
	Deferred income taxes		3,824
Total liabilities			12,878
Asset held for sale		$	59,652

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        Within the Statement of Operations, activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations, net of tax provision of $0.8 million. In 2003, net sales and pre-tax profit were $16.3 million and $2.2 million, respectively.

7.    Long-Term Debt

        Long-term debt consisted of the following at December 31:

		2003		2002
Von Hoffmann Corporation:
	Senior secured credit agreement—revolving loan	$	25,800	$	—
	Senior notes, including unamortized premium		277,749		215,000
	Senior subordinated notes		100,000		100,000
			403,549		315,000
Von Hoffmann Holdings Inc.:
	Subordinated exchange debentures		41,169		35,681
		$	444,718	$	350,681

Senior Secured Credit Agreement (New Credit Agreement)

        On March 26, 2002, the Subsidiary entered into a Senior Secured Credit Agreement (New Credit Agreement), which provides $90.0 million on a revolving basis. The New Credit Agreement was amended in 2003 to allow for the acquisition of Lehigh Press as well as an increase in available borrowings. The available borrowings were increased to $100.0 million effective October 7, 2003. The New Credit Agreement expires November 15, 2006.

        Borrowings under the New Credit Agreement bear interest at variable rates tied to, at the Subsidiary's option, LIBOR or base rates of interest, and such interest is payable quarterly. Additionally, performance-based reductions of interest rates are available subject to measures of leverage. At December 31, 2003, the Subsidiary had $25.8 million outstanding borrowings and approximately $54.6 million available for future borrowings under the New Credit Agreement, net of a $2.1 million outstanding letter of credit.

        The indebtedness outstanding on the New Credit Agreement is guaranteed by the Company and the Subsidiary's subsidiaries and secured by the capital stock of the Subsidiary. Since the Company has no independent operations and no subsidiaries other than the Subsidiary, these financial statements do not include condensed consolidating financial information. Additionally, the indebtedness is secured by substantially all existing and after-acquired property and assets of the Subsidiary.

Senior Secured Credit Agreement (Old Credit Agreement)

        The Credit Agreement, originally entered into on May 22, 1997 as amended therefrom, was comprised of three term loan tranches with maturities ranging from six to eight years. Amortization of these term loans commenced on September 30, 1997. The Old Credit Agreement included a revolving loan and an acquisition loan commitment of $75 million and $25 million, respectively.

F-146

        As a result of the Subsidiary extinguishing the Old Credit Agreement and entering into the New Credit Agreement, the Company recognized a loss of $3.1 million in 2002, which is reflected within the gain on debt extinguishment. The loss represents the write-off of deferred debt issuance costs associated with the Old Credit Agreement.

Senior Notes

        On March 26, 2002, the Subsidiary issued $215 million of 10.25 percent senior notes (Senior Notes) due at maturity in 2009. On October 22, 2003, the Subsidiary issued an additional $60 million of Senior Notes with the same maturity, at a premium of $2,850. The premium will be amortized as a reduction to interest expense-subsidiary over remaining life of debt instrument.

        The notes pay interest semiannually in arrears on February 15 and August 15 and are a general unsecured obligation of the Subsidiary, fully and unconditionally guaranteed by the Company and the subsidiaries of the Subsidiary. The notes are subordinated to all current and future secured debt, including borrowings under the New Credit Agreement. Under the senior notes indenture, the Subsidiary is subject to certain covenants that, among other things, limit the ability of the Subsidiary to pay dividends, incur additional indebtedness, and sell assets.

        Proceeds from the New Credit Agreement and the initial issuance of the Senior Notes were used to pay off all outstanding balances under the Subsidiary's prior Senior Secured Credit Agreement in 2002.

Senior Subordinated Notes

        On May 22, 1997, the Subsidiary issued $100 million of 10.375 percent senior subordinated notes due at maturity in 2007.

        The notes pay interest semiannually in arrears on May 15 and November 15 and are a general unsecured obligation of the Subsidiary, fully and unconditionally guaranteed by the Company and the subsidiaries of the Subsidiary, and subordinated to all current and future senior debt, including borrowings under the New Credit Agreement and the Senior Notes.

        Under the senior subordinated notes indenture, the Subsidiary is subject to certain covenants that, among other things, limit the ability of the Subsidiary to pay dividends, incur additional indebtedness, and sell assets.

        The subordinated notes indenture required the Company to file a registration statement with the Securities and Exchange Commission within 365 days of the issuance date or pay liquidated damages. The Company did not file a registration statement and complete an exchange offer for the Senior Subordinated Notes until September 27, 2002. As a result, the Company paid liquidated damages at an annual rate of 0.5 percent from May 22, 1998 until that date.

Subordinated Exchange Debentures/Redeemable Preferred Stock/Warrants

        On May 22, 1997, the Company issued redeemable preferred stock due in 2009 and detachable warrants for $25 million. The total proceeds received were allocated between the preferred stock and the warrants based on an estimate of each security's fair value at the date of issuance. The preferred stock accreted dividends at an annual rate of 13.5 percent until it was exchanged on November 16, 1998 for subordinated exchange debentures due in 2009. After the exchange, the preferred stock

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owners sold the subordinated exchange debentures in the open market. The subordinated exchange debentures accrue interest at a rate of 13.5 percent. Interest is currently not paid in cash but accretes to and increases the principal amount of each debenture. Beginning on May 22, 2002, interest is required to be paid in cash, subject to restrictions defined in the New Credit Agreement and conditions provided in the subordinated exchange debentures indenture. These restrictions remained in effect after May 22, 2002, therefore, interest continues not to be paid in cash but accretes and increases the principal amount of each debenture.

        During 2002, the Company purchased approximately 28.3 percent of its then outstanding subordinated exchange debentures for approximately $9.5 million. The purchase price of these debt instruments was less than the carrying value, resulting in a gain on the transaction of approximately $3.4 million, which is reflected within the gain on debt extinguishment.

        A total of 5,000 detachable warrants was issued in conjunction with the issuance of the redeemable preferred stock. The warrants entitle the holder to purchase common shares of the Company at a price of $0.01 per share. The warrants expire after ten years and can be exercised at any time. The fair value assigned to warrants of $4,495 is reflected in the stockholders' equity section of the consolidated balance sheets.

        At December 31, 2003, the fair value of the senior notes and senior subordinated notes was approximately $291.5 million and $100.3 million, respectively, based on quoted market prices. The fair value of borrowings under the New Credit Agreement approximates the carrying value. The redemption value of the subordinated exchange debentures at December 31, 2003 was $42.6 million. Total interest paid on all debt was $33,093 in 2003, $27,998 in 2002, and $30,347 in 2001.

8.    Income Taxes

        The income tax provision (benefit) is derived as follows:

				Year Ended December 31
	2003			2002			2001
Continuing operations	$	(1,399	)	$	(993	)	$	(1,268	)
Discontinued operations		863			—			—
Total income tax benefit	$	(536	)	$	(993	)	$	(1,268	)

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        The components of the income tax provision (benefit) of continuing operations are as follows:

		Year Ended December 31
		2003			2002			2001
Current:
	U.S. federal	$	510		$	883		$	4,878
	State and other		37			50			555
			547			933			5,433
Deferred:
	U.S. federal		(1,816	)		(1,785	)		(6,017	)
	State and other		(130	)		(141	)		(684	)
			(1,946	)		(1,926	)		(6,701	)
Total income tax benefit		$	(1,399	)	$	(993	)	$	(1,268	)

        Significant components of the Company's deferred tax assets and liabilities are as follows:

		December 31
		2003			2002
Deferred tax assets:
	Goodwill/impairment charge	$	4,454		$	4,973
	Interest on subordinated exchange debentures		6,297			4,718
	Pension		3,774			—
	Vacation accrual		1,364			1,178
	Other		2,227			1,570
Total deferred tax assets			18,116			12,439
Deferred tax liabilities:
	Property, plant, and equipment		18,560			17,721
	Assets held for sale		9,390			—
	Customer relationships		7,573			—
	Trade name		3,198			—
	Inventory		3,133			3,054
	Other		1,658			556
Total deferred tax liabilities			43,512			21,331
Net deferred tax liabilities		$	(25,396	)	$	(8,892	)

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        The reconciliation of income tax expense at the U.S. federal statutory tax rates to the effective income tax rates is as follows:

	Year Ended December 31
	2003		2002		2001
Expected statutory rate	35.00	%	35.00	%	35.00	%
Nondeductible goodwill	—		—		(28.00	)
Accretion on subordinated exchange debentures	(1.96	)	(1.81	)	(1.20	)
Interest and gain on subordinated exchange debentures	(6.93	)	(26.47	)	—
State income tax and other	1.44		9.07		5.22
Effective tax rate	27.55	%	15.79	%	11.02	%

        Income taxes of $5,327, $2,332 and $9,434 were paid in 2003, 2002 and 2001 respectively.

9.    Pension and Profit Sharing Plan

        The Company has two defined contribution retirement plans, which cover substantially all the employees of the Company. Within the two plans, benefits represent, to a varying degree, matching and profit sharing contributions. The Company contributed a total of $4,972 in 2003, $4,681 in 2002, and $4,343 in 2001.

        The Company also contributes to a multi-employer pension plan covered by labor union contracts. Contribution amounts are determined by contract and the Company does not administer or control the funds in any way. Contributions to the plan were $121, $77 and $76 in 2003, 2002 and 2001, respectively. The Fund's administration reported that, as of the most recent actuarial report, the Fund had no unfunded vesting liability and no withdrawal liability for contributing employers for the plan year through April 30, 2004.

        With the acquisition of Lehigh Press, the Company maintains a trusted, noncontributory defined benefit pension plan for eligible employees of the Lehigh Press divisions not otherwise covered by collective bargaining agreements. In addition, the Company maintains an unfunded supplemental retirement plan (SRP plan) for certain key executives of Lehigh Press. The SRP plan no longer has any active participants accruing benefits under the supplemental retirement plan. The plans provide benefits based on years of service and final average compensation. The following tables set forth the components of the changes in benefit obligations and fair value of plan assets during 2003 as well as

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the funded status and amounts both recognized and not recognized in the balance sheets as of December 31, 2003:

		Pension Benefits 2003			Other Benefits (SRP) 2003
		(Dollars in Thousands)
Change in benefit obligation:
	Benefit obligation at beginning of year	$	—		$	—
	Acquisition date—Lehigh Press		30,366			967
	Service cost		223			—
	Interest cost		354			11
	Actuarial gain		(36	)		—
	Benefits paid		(153	)		(15	)
	Administrative expenses		(17	)		—
Benefit obligation at end of year		$	30,737		$	963
Change in plan assets:
	Fair value of plan assets at beginning of year	$	—		$	—
	Acquisition date—Lehigh Press		20,573			—
	Actual return on plan assets		1,132			—
	Company contributions		—			15
	Benefits paid		(153	)		(15	)
	Administrative expenses		(17	)		—
Fair value of plan assets at end of year		$	21,535		$	—
Funded status		$	(9,202	)		(963	)
Unrecognized net actuarial gain			(864	)		—
Net amount recognized		$	(10,066	)	$	(963	)
Amounts recognized in the balance sheet consist of:
	Accrued benefit liability	$	(10,066	)	$	(963	)
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost as of and for the year ended December 31:
	Discount rate		6.25	%		6.25	%
	Expected return on plan assets		8.00	%		—
	Rate of compensation increase		3.00	%		—
Components of net periodic benefit cost:
	Service cost	$	223		$	—
	Interest cost		354			11
	Expected return on plan assets		(304	)		—
Net periodic benefit cost		$	273		$	11

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        The accumulated benefit obligation as of December 31, 2003 for the pension plan and SRP plan was $27,970 and $963, respectively.

        Pension plan assets are invested in listed mutual funds holding equity and fixed income investments. Equity investments within the mutual funds are investments in large, medium and small companies. The fixed income investments within the mutual funds are invested in government securities, mortgage backed securities and corporate debt obligations. The mutual funds are valued at fair value based on quoted market values. At December 31, 2003, plan assets are allocated approximately 60% and 40% between equity and fixed income investments, respectively.

        The Company's funding policy for all plans is to make the minimum annual contributions required by applicable regulations. The Company expects to contribute $3.6 million to the pension plan and $0.1 million to the SRP plan in 2004.

10.    Leases

        At December 31, 2003, the minimum lease commitments under all non-cancelable operating leases with initial or remaining terms of more than one year are as follows:

Year	Total
2004	$	3,264
2005		1,642
2006		1,089
2007		527
2008 and thereafter		21
	$	6,543

        Rental expense amounted to $2,069, $1,626, and $1,592 in 2003, 2002, and 2001, respectively.

11.    Employee Stock Option Plan

        The Company has two stock option plans under which certain officers, employees and members of the board of directors are participants. All stock options are granted at market value.

        For the 1997 Stock Option Plan, the Company authorized the granting of options to management personnel for up to 6,000 shares of the Company's common stock. Certain options granted under the plan vest ratably over a five-year period, while other options have an accelerated vesting feature in which vesting occurs ratably over a five-year period only if certain performance targets are met. If performance targets are not met, those options automatically vest nine years and 11 months from the date of grant. Vested options may be exercised up to ten years from the date of grant.

        For the 2003 Stock Option Plan, the Company authorized the granting of options to management personnel and non-employee directors for up to 2,773 shares of the Company's common stock. Options under the plan vest only if certain performance targets are met as determined by the board of directors. If performance targets are not met, those options automatically vest nine years and

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11 months from the date of grant. Vested options may be exercised up to ten years from the date of grant. Information related to the Company's stock option plans are presented as follows:

	2003				2002				2001
	Number of Options		Weighted Average Exercise Price		Weighted Average Number of Options		Number of Options		Weighted Average Exercise Price		Weighted Average Number of Options
	(in thousands)				(in thousands)				(in thousands)
Outstanding at beginning of year	3,227		$	1.00	5,275		$	1.20	5,525		$	1.19
Forfeited	(262	)		1.00	(1,198	)		1.20	(400	)		1.27
Cancelled	—			—	(850	)		1.97	—			—
Granted	1,817			1.00	—			—	150			2.25
Outstanding at end of year	4,782		$	1.00	3,227		$	1.00	5,275		$	1.20
Exercisable at end of year	3,292		$	1.00	2,932		$	1.00	3,888		$	1.12
Reserved for future option grants	3,991				2,773				725

        Pro forma information regarding net income and earnings per share is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. The fair value for these options was estimated at the date of grant using the minimum value method. Under this method, the expected volatility of the Company's common stock is not estimated, as there is no market for the Company's common stock in which to monitor stock price volatility. The calculation of the fair value of the options granted in 2003 and 2001 assumes a risk-free interest rate of 3.00 and 5.00 percent, respectively, an assumed dividend yield of zero, and an expected life of the options of five years. The weighted average fair value of options granted during 2003 and 2001 was $0.14 and $0.54 per share, respectively. The weighted average remaining contractual life of options is 5.22 years. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' estimated vesting period.

        Option valuation models require the input of highly subjective assumptions. Because the Company's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. Based on the above assumptions, the Company's pro forma net loss and loss per share incorporating this amortization would not have been materially different from reported amounts during 2003, 2002, and 2001.

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12.    Loss per Share

        The following table sets forth the computation of basic and diluted loss per share:

	Year Ended December 31
	2003			2002			2001
Numerator:
Loss before discontinued operations	$	(3,679	)	$	(5,296	)	$	(10,244	)
Discontinued operations		1,351			—			—
Net loss	$	(2,328	)	$	(5,296	)	$	(10,244	)
Denominator (Weighted average shares):
Basic and diluted		66,935			62,610			51,579
Basic and diluted loss per share:
Loss before discontinued operations	$	(0.05	)	$	(0.08	)	$	(0.20	)
Discontinued operations		0.02			—			—
Net loss	$	(0.03	)	$	(0.08	)	$	(0.20	)

        For 2003, 2002 and 2001, options and/or warrants for 4,950, 4,950 and 6,444 shares, respectively, were excluded from the diluted loss per share calculation because they were anti-dilutive.

13.    Related Party Transactions

        In 2003, the Company paid underwriting fees associated with the additional issuance of Senior Notes to Credit Suisse were approximately $1.9 million, which were recorded in debt issuance costs. As part of the financial commitments made by Credit Suisse during the Lehigh Press Acquisition, the Company also paid approximately $1.4 million to Credit Suisse. Due to the additional issuance of Senior Notes and an amendment to the New Credit Agreement referenced to above, the Company expensed, as special consulting expenses, the $1.4 million in fees for Credit Suisse's financial commitments. The Company believes the amount paid to Credit Suisse in these transactions was no more favorable than an amount it would have paid to independent third parties for the same service. On October 31, 2003, the Subsidiary entered into an amendment of the financial advisory agreement which provided for the waiver of the annual advisory fee of $500,000 to be paid by us to Credit Suisse for the year 2003 and any future years unless otherwise reinstated.

        On November 21, 2003, the Subsidiary entered into an agreement to engage Credit Suisse to act as its exclusive financial advisor with respect to the sale of Lehigh direct. Under the agreement, Credit Suisse assists the Subsidiary in analyzing and evaluating Lehigh Direct, in preparing materials to distribute to potential purchasers, to evaluate potential purchasers and to assist in structuring and negotiating the sale. For its services, Credit Suisse received a transaction fee equal to $1,000,000.

        The Company paid consulting fees to Credit Suisse First Boston Corporation (Credit Suisse) (or its predecessor), an affiliate of the Company's principal stockholder in the Company, of approximately $0.3 million in 2003, $0.4 million in 2002 and $0.3 million in 2001. As part of the financing activity disclosed in Note 7, the Company paid consulting fees associated with formulation of financial strategies to Credit Suisse of approximately $1.0 million in 2002. In addition, the Company paid

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underwriting fees in 2002 associated with the issuance of the Senior Notes and New Credit Agreement to Credit Suisse of approximately $8.2 million which were recorded in debt issuance costs.

14.    Uhlenhop Agreement

        On June 21, 2002, the Company and Uhlenhop amended his employment agreement, and at that time, the Company paid Uhlenhop a one-time cash payment on an after-tax basis of $1.0 million. The Company recorded an expense, as reflected in selling and administrative expense in 2002, of approximately $1.8 million.

15.    Quarterly Financial Information (Unaudited)

	Quarter
2002
	First			Second		Third		Fourth(1)			Total
Net sales	$	82,666		$	112,025	$	108,054	$	76,692		$	379,437
Gross profit		9,368			19,872		16,311		12,555			58,106
Net income (loss)		(5,793	)		2,268		250		(2,021	)		(5,296	)
Basic earnings (loss) per share		(0.11	)		0.03		—		(0.03	)		(0.08	)
Diluted earnings (loss) per share		(0.11	)		0.03		—		(0.03	)		(0.08	)

		Quarter
2003
		First			Second		Third			Fourth(2)			Total
Net sales		$	93,751		$	104,363	$	107,180		$	71,762		$	377,056
Gross profit			15,489			20,724		18,930			8,724			63,867
Net income (loss)			(378	)		2,865		(374	)		(4,441	)		(2,328	)
Continuing operations:
	Basic earnings (loss) per share		(0.01	)		0.05		(0.01	)		(0.07	)		(0.05	)
	Diluted earnings (loss) per share		(0.01	)		0.04		(0.01	)		(0.07	)		(0.05	)
Discontinued operations:
	Basic earnings per share		—			—		—			0.02			0.02
	Diluted earnings per share		—			—		—			0.02			0.02
Total:
	Basic earnings (loss) per share		(0.01	)		0.05		(0.01	)		(0.06	)		(0.03	)
	Diluted earnings (loss) per share		(0.01	)		0.04		(0.01	)		(0.06	)		(0.03	)

(1)

During the quarter ended December 31, 2002, the Company recorded a $1,000 increase to earnings ($842 net of tax) related to a book-to-physical inventory adjustment on paper inventory. The impact of the adjustment on a basic and diluted basis was $0.01 per share.

(2)

Results include the results of operations of Lehigh Press from October 22, 2003, the date of acquisition.

F-155

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

			June 30, 2004			June 30, 2003			December 31, 2003
			(Unaudited)			(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	22,186		$	10,203		$	21,948
	Trade accounts receivable, less allowance for doubtful accounts of $698 at June 30, 2004, $475 at June 30, 2003 and $699 at December 31, 2003			64,837			62,065			48,369
	Inventories			37,387			39,491			28,486
	Income taxes refundable			—			—			3,594
	Deferred income taxes			2,871			2,509			2,871
	Prepaid expenses			3,536			851			2,725
	Asset held for sale			62,280			—			59,652
				193,097			115,119			167,645
Deferred debt issuance cost, net of accumulated amortization of $7,181 at June 30, 2004, $4,999 at June 30, 2003, and $5,668 at December 31, 2003				11,104			10,033			12,323
Property, plant, and equipment:
	Buildings and improvements			45,790			45,974			49,520
	Machinery and equipment			240,212			225,301			239,515
	Transportation equipment			820			812			853
	Furniture and fixtures			7,519			7,005			7,428
				294,341			279,092			297,316
	Allowance for depreciation and amortization			(188,226	)		(168,673	)		(179,672	)
				106,115			110,419			117,644
	Installation in process			3,328			6,600			2,003
	Land			4,349			4,894			5,719
				113,792			121,913			125,366
Goodwill				230,502			189,855			230,946
Other intangibles, net				28,697			—			29,225
			$	577,192		$	436,920		$	565,505
Liabilities and Stockholders' Equity
Current liabilities:
	Trade accounts payable		$	21,165		$	22,567		$	14,518
	Other accrued expenses			19,211			15,899			19,058
	Salaries and wages			7,612			6,914			6,938
	Taxes, other than income taxes			1,057			1,100			393
	Income taxes payable			1,954			1,475			—
		Total current liabilities		50,999			47,955			40,907
Long-term liabilities:
	Deferred income taxes			27,382			10,203			28,267
	Deferred compensation and pension			10,489			—			11,029
	Senior secured credit agreement—revolving loan			23,500			—			25,800
	Senior debt, including unamortized premium			277,485			215,000			277,749
	Senior subordinated notes			100,000			100,000			100,000
	Subordinated exchange debentures			44,181			38,340			41,169
		Total long-term liabilities		483,037			363,543			484,014
Stockholders' equity:
	Common stock; $0.01 par value per share; 150,000 shares authorized; 91,594 shares issued at June 30, 2004, 71,594 at June 30, 2003, 91,594 shares at December 31, 2003			916			716			916
	Additional paid in capital			106,234			86,434			106,234
	Accumulated deficit			(54,971	)		(52,753	)		(57,568	)
	Treasury stock; at cost, 8,440 shares at June 30, 2004, June 30, 2003, and December 31, 2003			(8,470	)		(8,470	)		(8,470	)
	Notes receivable from the sale of stock and accrued interest			(553	)		(505	)		(528	)
		Total stockholders' equity		43,156			25,422			40,584
			$	577,192		$	436,920		$	565,505

See notes to consolidated unaudited financial statements.

F-156

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands)

		Three Months Ended June 30,
		2004			2003
Net sales		$	119,419		$	104,363
Cost of products and services			92,674			83,640
Gross profit			26,745			20,723
Operating expenses:
	Selling and administrative expenses		9,389			5,513
	Special consulting expenses		284			168
	Restructuring charges		330			—
			10,003			5,681
Income from operations			16,742			15,042
Interest income			52			24
Loss on disposal of depreciable assets			(33	)		(24	)
Interest expense—subsidiary			(10,683	)		(8,817	)
Interest expense—subordinated exchange debentures			(1,530	)		(1,351	)
			(12,194	)		(10,168	)
Income before income taxes and discontinued operations			4,548			4,874
Income tax provision			1,354			2,010
Net income before discontinued operations			3,194			2,864
Discontinued operations, net of taxes			2,354			—
Net income		$	5,548		$	2,864
Basic income per common share:
	Income before discontinued operations	$	0.04		$	0.05
	Discontinued operations		0.03			—
	Net income	$	0.07		$	0.05
Diluted income per common share:
	Income before discontinued operations	$	0.03		$	0.04
	Discontinued operations		0.03			—
	Net income	$	0.06		$	0.04
Average number of shares outstanding:
	Basic		83,154			63,154
	Diluted		88,104			68,104

See notes to consolidated unaudited financial statements.

F-157

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands)

		Six Months Ended June 30,
		2004			2003
Net sales		$	228,016		$	198,114
Cost of products and services			185,160			161,902
Gross profit			42,856			36,212
Operating expenses:
	Selling and administrative expenses		19,505			11,089
	Special consulting expenses		329			334
	Restructuring charges		900			—
			20,734			11,423
Income from operations			22,122			24,789
Interest income			95			45
Loss on disposal of depreciable assets			(61	)		(288	)
Interest expense—subsidiary			(21,491	)		(17,662	)
Interest expense—subordinated exchange debentures			(3,011	)		(2,659	)
			(24,468	)		(20,564	)
(Loss) income before income taxes and discontinued operations			(2,346	)		4,225
Income tax (benefit) provision			(714	)		1,738
Net (loss) income before discontinued operations			(1,632	)		2,487
Discontinued operations, net of taxes			4,229			—
Net income		$	2,597		$	2,487
Basic income per common share:
	(Loss) income before discontinued operations	$	(0.02	)	$	0.04
	Discontinued operations		0.05			—
	Net income	$	0.03		$	0.04
Diluted income per common share:
	(Loss) income before discontinued operations	$	(0.02	)	$	0.04
	Discontinued operations		0.05			—
	Net income	$	0.03		$	0.04
Average number of shares outstanding:
	Basic		83,154			63,154
	Diluted		88,104			68,104

See notes to consolidated unaudited financial statements.

F-158

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

			Six Months Ended June 30,
			2004			2003
Operating Activities
Net income			$	2,597		$	2,487
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation			13,532			11,192
	Amortization of debt issuance costs			1,513			1,091
	Amortization of intangibles			528			—
	Amortization of premium on senior notes			(264	)		—
	Loss on disposal of depreciable assets			61			288
	Provision for deferred income taxes			(885	)		(1,198	)
	Accrued interest on subordinated exchange debentures			2,877			2,525
	Accretion of discount on subordinated exchange debentures			134			134
	Accrued interest on notes from the sale of stock			(25	)		(23	)
	Changes in operating assets and liabilities:
		Trade accounts receivable		(16,468	)		(12,924	)
		Inventories		(8,901	)		(7,454	)
		Income taxes refundable/payable		5,992			3,086
		Prepaid expenses		(811	)		206
		Asset held for sale		(2,628	)		—
		Trade accounts payable		6,647			8,660
		Other accrued expenses		(426	)		1,000
		Salaries and wages		674			1,049
		Taxes, other than income taxes		664			673
		Deferred compensation and pension		(540	)		—
Net cash provided by operating activities				4,271			10,792
Investing Activities
Purchases of property, plant, and equipment				(6,361	)		(5,171	)
Proceeds from sale of equipment				4,922			144
Net cash used in investing activities				(1,439	)		(5,027	)
Financing Activities
Net payments—revolving loan				(2,300	)		—
Payments of debt issuance costs				(294	)		—
Net cash used in financing activities				(2,594	)		—
Net increase in cash and cash equivalents				238			5,765
Cash and cash equivalents at beginning of period				21,948			4,438
Cash and cash equivalents at end of period			$	22,186		$	10,203

See notes to consolidated unaudited financial statements.

F-159

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

Basis of Presentation

        The accompanying consolidated financial statements of Von Hoffmann Holdings Inc. (the "Company") (formerly known as Von Hoffmann Corporation) and its wholly owned subsidiaries have been prepared in accordance with instructions to Form 10-Q and reflect all adjustments which management believes necessary to present fairly the results of operations. These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company's financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. The consolidated unaudited financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

        The Company's business is subject to seasonal influences; therefore, interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Von Hoffmann Corporation (the "Subsidiary"), and its wholly owned subsidiaries: H&S Graphics, Inc., Precision Offset Printing Company, Inc. and The Lehigh Press, Inc.

Property, Plant and Equipment

        On May 24, 2004, the Company completed a sale leaseback related to its corporate headquarters in St. Louis, Missouri. Under the agreement, the building and land with a book value of approximately $3.9 million was sold for approximately $4.5 million and leased back under a five-year operating lease agreement. The gain on the sale of $0.6 million was deferred and is reflected within other accrued expenses. The deferred gain is being amortized over the five-year term of the operating lease.

Income Taxes

        The provision for income taxes is computed using the liability method. Differences between the actual tax rate and statutory tax rate result primarily from the nondeductible portion of interest expense-subordinated exchange debentures.

Employee Stock Options

        As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the Company follows APB Opinion No. 25 and related interpretations in accounting for its stock compensation awards. No stock-based employee compensation cost is reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Pro forma information regarding net income and earnings per share is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. Based on the Company's calculations, pro forma net income and earnings per share under the fair value method of SFAS No. 123 would not have been materially different from reported amounts for the three months and six months ended June 30, 2004 and 2003.

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2.    Inventories

        Inventories are priced at cost using the last-in, first-out (LIFO) method that does not exceed market, for the reporting period. The Company does not anticipate a material adjustment to the year-end LIFO reserve and thus, no quarterly LIFO adjustment has been made.

        Inventories are comprised of the following amounts:

	June 30, 2004		June 30, 2003		December 31, 2003
Raw Materials	$	25,759	$	23,718	$	16,533
Work In Process		12,870		17,463		13,195
		38,629		41,181		29,728
Less: LIFO Reserve		1,242		1,690		1,242
	$	37,387	$	39,491	$	28,486

3.    Business Combinations

The Lehigh Press, Inc.

        On October 22, 2003, the Subsidiary acquired all of the outstanding shares of The Lehigh Press, Inc. ("Lehigh Press") for approximately $108.3 million (the "Lehigh Press Acquisition"). Lehigh Press is a leading provider of book covers and other components, and a provider of digital premedia and direct marketing printing services, operating through its Lehigh Lithographers and Lehigh Direct divisions. The acquisition reinforces our market position within the elementary and high school case-bound education market as well as furthers our strategy to increase product offerings and capabilities to our customer base. The Lehigh Press Acquisition was financed by the borrowing of funds under the Subsidiary's credit facility and cash on hand.

        The acquisition was accounted for under the purchase method of accounting in accordance with the SFAS No. 141. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on the estimates of their respective fair values at the date of the acquisition.

        During the second quarter of 2004, Lehigh Press completed its final federal and state tax returns for the periods under previous ownership. As a result of these filings, the Company adjusted its allocation of the purchase price which resulted in a decrease in goodwill of $0.4 million and corresponding reduction in income taxes payable. The allocation of the purchase price is not subject to further adjustments. As of June 30, 2004, the Lehigh Press stock purchase agreement required $6.0 million to be placed in escrow for certain potential indemnification clauses under the stock purchase agreement. The escrow or portions thereof will expire at various dates through April 2005.

        In November 2003, the Subsidiary's Board of Directors authorized the exploration of a potential sale of Lehigh Direct. To assist us in the sale of the Lehigh Direct division, Credit Suisse First Boston was engaged in late November 2003. As a result, retroactive to the date we acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less expected costs to sell, amounting to $55.0 million, based on recent internal analysis of similar transactions.

F-161

        On April 27, 2004, the Company announced the closure of Lehigh Press's premedia operating division, located in Elk Grove Village, Illinois. The operations will be combined into H & S Graphics, Inc., the Company's existing premedia operation, during the third quarter of 2004. The impact of the closure to on-going operations and financial position will not be material.

4.    Asset Held for Sale

        As disclosed in Note 3, the Company determined the Lehigh Direct division of Lehigh Press met the criteria for an asset held for sale as outlined by FAS No. 144 at the acquisition date. Accordingly, at the acquisition date, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million, which was based on internal analysis of recent similar transactions.

        From the acquisition date through June 30, 2004, the value of the asset held for sale changed based on the fluctuations in net assets included within the disposal group. No gain or loss was recognized associated with this change in the net assets of Lehigh Direct, as we believe the valuation of the asset will change accordingly. The net assets of the Lehigh Direct division consist of the following:

		June 30, 2004		December 31, 2003
Assets:
	Current assets	$	19,616	$	18,430
	Property, plant and equipment, net		55,000		54,399
Total assets			74,616		72,829
Liabilities:
	Current liabilities		8,213		9,054
	Deferred income taxes		4,123		4,123
Total liabilities			12,336		13,177
Asset held for sale		$	62,280	$	59,652

        Within the Statement of Operations, activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations, net of a tax provision of $1.6 million and $2.7 million for the three months and six months ended June 30, 2004, respectively. For the three months ended June 30, 2004, net sales and pre-tax income were $24.4 million and $4.0 million, respectively. For the six months ended June 30, 2004, net sales and pre-tax income were $47.0 million and $6.9 million, respectively.

5.    Restructuring Charges

        On December 11, 2003, the Company announced the closure of two manufacturing facilities under the Precision Offset Printing Company Inc. ("Precision") subsidiary. The remaining operations will be combined into the Pennsauken, NJ-based Lehigh Lithographers ("Litho") division of The Lehigh Press. The purpose of the closure is to reduce the cost structure as well as consolidate its service offerings (i.e. products, people, etc.) to the educational customers who print products on plastics and other synthetic substrates.

F-162

        During the second quarter, the Company revised the amount of expected pre-tax expenses associated with the above closure to total approximately $2.2 million. The expenses consist of employee severance and related benefits ($0.7 million); revision of depreciable asset lives and salvage value of property, plant and equipment ($1.1 million) and other charges ($0.4 million). The reduction in the amount of total restructuring costs since March 31, 2004, is due to changes in the mix of equipment being transferred and an increase in the level of expected proceeds from disposition of assets. In 2003, no expense was recognized associated with the restructuring.

        The table below sets forth the significant components and activity related to the above restructuring for the three months and six months ended June 30, 2004:

	Balance March 31, 2004		Charges		Cash Payments			Balance June 30, 2004
Severance	$	499	$	234	$	(647	)	$	86
Other costs		—		96		(96	)		—
	$	499	$	330	$	(743	)	$	86

	Balance March 31, 2004		Charges		Cash Payments			Balance June 30, 2004
Severance	$	—	$	741	$	(655	)	$	86
Other costs		—		159		(159	)		—
	$	—	$	900	$	(814	)	$	86

        These expenses are reflected within operating expenses as restructuring charges. Additionally within costs of products and services, the Company recognized incremental depreciation expense of $1.1 million for the six months ended June 30, 2004, as a result of the revision of depreciable asset lives and salvage value of property, plant and equipment not being transferred. During the three months ended June 30, 2004, the Company reversed $0.6 million of depreciation expense as a result of the revisions described above.

6.    Pension Plan

        With the acquisition of Lehigh Press, the Company maintains a trusteed, noncontributory defined benefit pension plan for eligible employees of the Lehigh Press divisions not otherwise covered by collective bargaining agreements. In addition, the Company maintains an unfunded supplemental retirement plan (SRP plan) for certain key executives of Lehigh Press. The SRP plan no longer has any active participants accruing benefits under the supplemental retirement plan. The plans provide benefits based on years of service and final average compensation. The following table sets forth the

F-163

components of net periodic benefit cost for the three months ended and six months ended June 30, 2004:

		Three Months Ended					Six Months Ended
		Pension Benefits 2004			Other Benefits (SRP) 2004		Pension Benefits 2004			Other Benefits (SRP) 2004
Components of net periodic benefit cost:
	Service cost	$	298		$	—	$	611		$	—
	Interest cost		473			15		943			30
	Expected return on plan assets		(409	)		—		(849	)		—
	Amortization of unrecognized prior service cost		13			—		20			—
Net periodic benefit cost		$	375		$	15	$	725		$	30

        No net periodic benefit cost was incurred for 2003 as Lehigh Press was acquired in October 2003. The Company's funding policy for all plans is to make the minimum annual contributions required by applicable regulations. The Company expects to contribute $2.6 million to the pension plan and $0.1 million to the SRP plan in 2004. No additional discretionary contributions are anticipated to be made in 2004.

7.    Subsequent Event

        On July 21, 2004, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fusion Acquisition LLC ("AcquisitionCo"), a newly-formed entity owned by investment funds managed by Kohlberg, Kravis, Roberts & Co. ("KKR"), and VHH Merger, Inc. ("MergerCo"), a wholly-owned subsidiary of AcquisitionCo formed for the purpose of effecting the Merger (as defined below), pursuant to which MergerCo will merge with and into the Company such that the Company will be the surviving corporation in the Merger (the "Merger") and, at the effective time of the Merger, will become a wholly-owned subsidiary of AcquisitionCo. Immediately upon the effectiveness of the Merger, AcquisitionCo will contribute the Company to Jostens Holding Corp. ("JHC") in exchange for capital stock of JHC. Following the contribution, JHC intends to contribute the Company to its direct subsidiary, Jostens IH Corp., and as a result the Company will be a wholly-owned subsidiary of Jostens IH Corp.

        Pursuant to the Merger Agreement, each issued and outstanding share of the Company's common stock, together with all shares represented by exercisable stock options and warrants, will be converted into the right to receive cash merger consideration. The cash merger consideration payable per share (less, in the case of stock options and warrants, the applicable per share exercise price) will be determined based upon a total enterprise value of $650.0 million, as adjusted based upon the working capital of the Company at closing.

        DLJ Merchant Banking Partners II, L.P. and certain of its affiliated funds currently beneficially own approximately 99% of the Company's outstanding voting securities. Upon consummation of the merger and the contribution, the Company shall be a wholly-owned subsidiary of Jostens IH Corp.

        In connection with the Merger and subsequent contribution, we will refinance our existing credit facility. In addition, upon the consummation of the contribution, JHC intends to use new financing by

F-164

Jostens IH Corp. to fund certain tender payments due to holders of each of the (i) the Subsidiary's 10.25% Senior Notes due 2009, (ii) the Subsidiary's 10.375% Senior Subordinated Notes due 2007, and (iii) the Company's 13.5% Subordinated Exchange Debentures due 2009, who elect to tender their notes pursuant to tender offers and consent solicitations expected to be commenced in August 2004 and to redeem those notes and debentures not so tendered.

        With the above Merger Agreement, the Lehigh Direct business will no longer be sold as a separate business. As a result, the Lehigh Direct division of Lehigh Press no longer meets the criteria, as of July 21, 2004, for classification as an asset held for sale under SFAS No. 144. Accordingly in the third quarter of 2004, the Lehigh Direct division will be valued at its carrying amount, adjusted for any depreciation and amortization that would have been recognized had the division been continuously classified as "held and used".

        The change in classification of the Lehigh Direct division will result in its assets and liabilities being classified within their respective individual financial statement line items rather than within the asset held for sale line in the consolidated balance sheet. Within the Statement of Operations, results of the Lehigh Direct division will be classified as an operating business rather than as a discontinued operation. During the third quarter of 2004, the Company will record a one-time cumulative adjustment for approximately $5.0 million, on a pre-tax basis, associated with the depreciation and amortization expense as if the division was classified as an asset held for use since October 2003, the date of the Lehigh Press Acquisition. For the three months ended June 30, 2004, net sales, income from operations and net income would be $143.8 million, $18.9 million, and $4.5 million, respectively, assuming the classification as an asset held and used. For the six months ended June 30, 2004, net sales, income from operations and net income would be $275.0 million, $25.3 million, and $0.3 million, respectively, assuming the classification as an asset held and used.

F-165

Report Of Independent Auditors

To the Board of Directors and Stockholders of AHC I Acquisition Corp. and Subsidiaries:

        In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows present fairly, in all material respects, the financial position of AHC I Acquisition Corp. and Subsidiaries at June 30, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of FASB Statement No. 142 "Goodwill and Other Intangible Assets" in fiscal 2003.

        As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of FASB Statement No. 150 "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" in fiscal 2004.

PRICEWATERHOUSECOOPERS LLP

Knoxville, Tennessee
August 4, 2004

F-166

AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			June 30,
			2004			2003
			In thousands, except share and per share information
ASSETS
Current assets
Cash and cash equivalents			$	1,786		$	1,866
Accounts receivable, net				22,169			20,267
Inventory				9,810			7,265
Income tax receivable				—			4,166
Prepaid expenses				812			671
Deferred income taxes				1,004			808
	Total current assets			35,581			35,043
Property, plant and equipment, net				12,539			16,584
Goodwill, net				152,438			152,994
Other intangible assets, net				9,514			11,307
Deferred charges, net				2,400			3,032
Other assets				148			138
	Total assets		$	212,620		$	219,098
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt			$	—		$	1,875
Accounts payable, trade				7,187			5,444
Accrued income taxes				573			—
Accrued compensation				5,079			4,333
Accrued interest				5,947			5,915
Accrued expenses				4,218			3,661
	Total current liabilities			23,004			21,228
Revolving credit line				1,500			10,000
Term loan				—			6,250
Senior notes				103,510			103,510
Notes payable to stockholders				72,920			62,129
Mandatorily redeemable senior preferred stock, 50,000 shares authorized, 20,311.11 shares issued and outstanding at June 30, 2004				132,952			—
Deferred income taxes				136			1,142
Other non-current liabilities				311			1,740
	Total liabilities			334,333			205,999
Mandatorily redeemable senior preferred stock, 5,000,000 shares authorized, 2,031,111 shares issued and outstanding at June 30, 2003				—			114,747
Commitments and contingencies
Stockholders' equity
Common stock, $0.01 par, 200,000 shares authorized; 161,111.11 shares issued and outstanding at June 30, 2004; 20,000,000 shares authorized; 16,111,111 shares issued and outstanding at June 30, 2003				2			161
Additional paid-in capital				16,109			15,950
Accumulated deficit				(123,133	)		(102,464	)
Accumulated other comprehensive income				1,039			435
Carryover basis adjustment				(15,730	)		(15,730	)
	Total stockholders' equity			(121,713	)		(101,648	)
		Total liabilities and stockholders' equity	$	212,620		$	219,098

The accompanying notes are an integral part of the consolidated financial statements.

F-167

AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

				Year Ended June 30,
				2004			2003			2002
				In Thousands
Net sales				$	133,372		$	115,308		$	120,893
Cost of goods sold					85,770			73,883			73,888
	Gross profit				47,602			41,425			47,005
Selling, general and administrative expenses					20,795			17,971			18,943
Amortization of goodwill					—			—			4,806
Amortization of other intangibles					1,143			1,143			1,645
Gain from settlement of purchase price dispute, net					—			—			(992	)
	Income from operations				25,664			22,311			22,603
Other expenses:
	Interest expense to stockholder(s) and affiliate				29,066			9,268			7,935
	Interest expense, other				12,554			14,334			15,615
	Management fees to stockholders and affiliate				400			325			250
	(Gain) loss from early retirement of debt				—			871			(3,941	)
	(Gain) loss from sale and disposal of fixed assets				(105	)		33			—
		(Loss) income before income taxes			(16,251	)		(2,520	)		2,744
Income tax expense					4,418			2,260			5,924
			Net loss		(20,669	)		(4,780	)		(3,180	)
Accretion of mandatorily redeemable senior preferred stock					—			15,712			13,560
	Net loss allocable to common shareholders			$	(20,669	)	$	(20,492	)	$	(16,740	)

The accompanying notes are an integral part of the consolidated financial statements.

F-168

AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

												Accumulated other comprehensive income (loss)
		Common stock
							Additional paid-in capital		Accumulated deficit						Carryover basis adjustment
		Shares		Amount														Total
		In Thousands, except share information
Balances, June 30, 2001		16,111,111.00			161			15,950		(65,232	)		(837	)		(15,730	)		(65,688	)
Net loss		—			—			—		(3,180	)		—			—			(3,180	)
Other comprehensive income:
	Foreign currency translation adjustment	—			—			—		—			391			—			391
Comprehensive loss																			(2,789	)
Accretion of mandatorily redeemable senior preferred stock		—			—			—		(13,560	)		—			—			(13,560	)
Balances, June 30, 2002		16,111,111.00			161			15,950		(81,972	)		(446	)		(15,730	)		(82,037	)
Net loss		—			—			—		(4,780	)		—			—			(4,780	)
Other comprehensive income:
	Foreign currency translation adjustment	—			—			—		—			881			—			881
Comprehensive loss																			(3,899	)
Accretion of mandatorily redeemable senior preferred stock		—			—			—		(15,712	)		—			—			(15,712	)
Balances, June 30, 2003		16,111,111.00			161			15,950		(102,464	)		435			(15,730	)		(101,648	)
100 for 1 reverse stock split		(15,949,999.89	)		(159	)		159		—			—			—			—
Net loss		—			—			—		(20,669	)		—			—			(20,669	)
Other comprehensive income:
	Foreign currency translation adjustment	—			—			—		—			604			—			604
Comprehensive loss																			(20,065	)
Balances, June 30, 2004		161,111.11		$	2		$	16,109	$	(123,133	)	$	1,039		$	(15,730	)	$	(121,713	)

The accompanying notes are an integral part of these financial statements

F-169

AHC I ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Year Ended June 30,
				2004			2003			2002
				In thousands
Cash flows from operating activities:
	Net loss			$	(20,669	)	$	(4,780	)	$	(3,180	)
	Adjustment to reconcile net loss to net cash provided by operating activities:
		Depreciation			5,159			5,377			5,197
		Amortization of goodwill and other intangibles			1,952			1,954			6,899
		Amortization of debt discount			90			1,730			3,120
		Amortization of loan closing costs			659			646			693
		Non-cash interest expense on notes payable to stockholders			10,771			9,178			7,844
		Accrued interest on mandatorily redeemable senior preferred stock			18,205			—			—
		Deferred income taxes			(1,202	)		2,003			(918	)
		Loss (gain) from early retirement of debt			—			871			(3,941	)
		Gain from sale and disposal of equipment			(105	)		—			—
		Other			(279	)		592			472
		Changes in operating assets and liabilities:
			Accounts receivable		(1,902	)		3,270			(3,177	)
			Inventory		(2,545	)		749			690
			Prepaid expenses, deferred charges and other assets		(141	)		(4	)		(131	)
			Accounts payable and accrued expenses		3,008			(1,177	)		(118	)
			Income taxes		4,739			(6,173	)		365
			Net cash provided by operating activities		17,740			14,236			13,815
Cash flows from investing activities:
	Purchases of equipment				(1,349	)		(2,345	)		(1,338	)
	Proceeds from sale of equipment				340			—			—
	Payments for acquisitions, net of cash acquired				—			—			(19,422	)
	Patents				(159	)		(119	)		(79	)
		Net cash used in investing activities			(1,168	)		(2,464	)		(20,839	)
Cash flows from financing activities:
	Payments under capital leases for equipment				—			—			(503	)
	Repayments of long-term debt				—			(18,031	)		(6,805	)
	Net proceeds (repayments) on line of credit				(8,500	)		7,250			2,750
	Proceeds (repayments) on term loan, net of repayment of $500 in 2002				(8,125	)		(1,375	)		9,500
	Payments on loan closing costs				(27	)		—			(679	)
		Net cash provided by (used in) financing activities			(16,652	)		(12,156	)		4,263
Net decrease in cash and cash equivalents					(80	)		(384	)		(2,761	)
Cash and cash equivalents, beginning of period					1,866			2,250			5,011
Cash and cash equivalents, end of period				$	1,786		$	1,866		$	2,250
Supplemental information:
	Cash paid (received) during the period for:
		Interest, net		$	11,831		$	11,950		$	11,600
		Income taxes			4,407			6,616			6,857

The accompanying notes are an integral part of these financial statements

F-170

AHC I ACQUISITION CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except share and per share information

1.    Organization And Business

        Arcade Holding Corporation (the "Predecessor") was organized for the purpose of acquiring all the issued and outstanding capital stock of Arcade, Inc. ("Arcade") on November 4, 1993. As more fully described in Note 3, DLJ Merchant Banking Partners II, L.P. and certain related investors (collectively, "DLJMBII") and certain members of the Predecessor organized AHC I Acquisition Corp. ("AHC" or the "Company") and AHC I Merger Corp. ("Merger Corp.") for purposes of acquiring the Predecessor (the "Acquisition"). On December 15, 1997, Merger Corp. acquired all of the equity interests of the Predecessor and then merged with and into the Predecessor and the combined entity assumed the name AKI, Inc. and Subsidiaries ("AKI"). Subsequent to the Acquisition, AHC contributed $1 of cash and all of its ownership interest in AKI to AKI Holding Corp. ("Holding,") for all of the outstanding equity of Holding. AKI is engaged in interactive advertising for consumer products companies and has a specialty in the design, production and distribution of sampling systems from its Chattanooga, Tennessee and Baltimore, Maryland facilities and distributes its products in Europe through its French subsidiary, Arcade Europe S.A.R.L.

        In February 2004 AHC amended its certificate of incorporation which resulted in a 100 for 1 reverse stock split of its common and preferred stock. The par value of the common and preferred stock remained at $0.01 per share. As a result, we reduced the common stock in our consolidated balance sheet by approximately $159 with a corresponding increase in the additional paid-in-capital.

        Unless otherwise indicated, all references to years refer to AHC's and AKI's fiscal year, which ends on June 30.

2.    Summary Of Significant Accounting Policies

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated.

Cash and Cash Equivalents

        For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Concentration of Credit Risk

        The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; in addition, the Company believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company grants credit terms in the normal course of business to its customers and as part of its ongoing procedures, the Company monitors the credit worthiness of its customers. The Company does not believe that it is subject to any unusual credit risk beyond the normal credit risk attendant in its business.

F-171

        Three customers accounted for 41.9% (16.3%, 15.5% and 10.1%) of net sales during the year ended June 30, 2004. Two customers accounted for 29.7% (15.0% and 14.7%) and 31.3% (18.4% and 12.9%) of net sales during the years ended June 30, 2003 and June 30, 2002, respectively.

Concentration of Purchasing

        Products accounting for a significant portion of the Company's net sales utilize specific grades of paper that are produced exclusively for the Company by one domestic supplier or specific component materials that are sourced from one qualified supplier. The Company does not have purchase agreements with its suppliers. The Company's products can be manufactured using other grades of paper; however, the Company believes the specific grades of paper utilized by the Company provide the Company with an advantage over its competitors. The Company is currently researching methods of replicating the advantages of these specific grades of paper with other grades of paper available from multiple suppliers and alternate component materials from multiple suppliers. Until such methods are developed and alternative sources located, a loss of supply of these specific materials and the resulting competitive advantage could cause a possible loss of sales, which could adversely affect operating results.

Revenue Recognition and Accounts Receivable

        Products are produced to customer specifications based on purchase orders or signed quotations which include agreed upon pricing. Product sales, net of estimated discounts and rebates, are recognized at the time title and risk of ownership transfers upon delivery to the customer. Products are shipped F.O.B. shipping point and are not subject to any contractual right of return provisions. The Company provides for allowances for doubtful accounts based on its assessment of balances on a specific basis as well as historical costs.

Shipping and Handling Costs

        The costs associated with shipping and handling are included as a component of cost of goods sold.

Inventory

        Paper inventory is stated at the lower of cost or market using the last-in, first-out (LIFO) method; all other inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) method.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost. Expenditures that extend the economic lives or improve the efficiency of equipment are capitalized. The costs of maintenance and repairs are expensed as incurred. Upon retirement or disposal, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is recorded.

        Depreciation is computed using the straight-line method based on the estimated useful lives of the assets as indicated in Note 6 for financial reporting purposes and accelerated methods for tax purposes.

F-172

Leasehold improvements are depreciated over the shorter of their estimated useful lives or the lease term.

Goodwill

        The aggregate purchase price of business acquisitions was allocated to the assets and liabilities of the acquired companies based on their respective fair values as of the acquisition dates. Goodwill represents the excess purchase price paid over the fair value of net identifiable assets acquired. The cost and accumulated amortization of goodwill was $172,597 and $20,159 at June 30, 2004 and $173,153 and $20,159 at June 30, 2003, respectively. In accordance with SFAS 142 goodwill is no longer being amortized effective July 1, 2003. The following pro forma amounts reflect goodwill amortization and net income had SFAS 142 been implemented at the beginning of fiscal 2002:

	2004			2003			2002
Net loss as reported	$	(20,669	)	$	(4,780	)	$	(3,180	)
Goodwill amortization		—			—			4,806
Pro forma net income (loss)	$	(20,669	)	$	(4,780	)	$	1,626

        Management annually tests the carrying value of its goodwill and other long-lived assets which have resulted in no impairment.

Stock Based Compensation

        The Company has elected to account for its stock based compensation with employees under the intrinsic value method set forth in APB 25 as permitted under SFAS 123. Under the intrinsic value method, because the stock price of the Company's employee stock options equaled the fair value of the underlying stock on the date of grant, no compensation expense was recognized. If the Company had elected to recognize compensation expense based on the fair value of the options at grant date as prescribed by SFAS 123, the net income for the years ended June 30, 2004, 2003 and 2002 would have been as follows:

	2004			2003			2002
Net loss as reported	$	(20,669	)	$	(4,780	)	$	(3,180	)
Stock based compensation expense		31			35			105
Pro forma net loss	$	(20,700	)	$	(4,815	)	$	(3,285	)

Deferred Charges

        Deferred charges are primarily comprised of debt issuance costs which are being amortized using the effective interest method over the terms of the related debt. Such costs are included in the accompanying consolidated balance sheets, net of accumulated amortization.

F-173

Other Intangible Assets

        Other intangible assets include patents, customer lists, covenants not to compete and other intangible assets and are being amortized over their estimated lives using the straight-line method. The following table details the components of other intangible assets:

	June 30,
	2004						2003
	Costs		Accumulated Amortization		Net		Costs		Accumulated Amortization		Net
Patents	$	8,592	$	2,096	$	6,496	$	8,433	$	1,286	$	7,147
Customer lists		7,289		4,373		2,916		7,289		3,645		3,644
Covenants not to compete		1,375		1,285		90		1,375		1,010		365
Other		694		682		12		694		543		151
	$	17,950	$	8,436	$	9,514	$	17,791	$	6,484	$	11,307

        Future amortization of other intangible assets is as follows:

2005	$	1,603
2006		1,563
2007		1,551
2008		1,537
2009		809
Thereafter		2,451
	$	9,514

Fair Value of Financial Instruments

        SFAS No. 107, "Disclosures About Fair Values of Financial Instruments," requires the disclosure of the fair value of financial instruments, for assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. The fair value of the Company's Senior Notes, as determined from quoted market prices, was $106,357 at June 30, 2004 compared to a carrying value of $103,510. The carrying value of all other financial instruments approximated fair value at June 30, 2004.

Foreign Currency Transactions

        Gains and (losses) on foreign currency transactions have been included in the determination of net income in accordance with SFAS No. 52, "Foreign Currency Translation." Foreign currency gains and (losses) amounted to ($84), ($44) and $301 for the years ended June 30, 2004, 2003 and 2002, respectively.

F-174

Research and Development Expenses

        Research and development expenditures consist of salaries and benefits, occupancy costs, and test materials and related production costs, and are charged to selling, general and administrative expenses in the period incurred. Research and development expenses totaled $2,244, $2,137 and $2,061 for the years ended June 30, 2004, 2003 and 2002, respectively.

Income Taxes

        Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Accordingly, deferred tax assets and liabilities are recognized at the applicable income tax rates based upon future tax consequences of temporary differences between the tax bases and financial reporting bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates in the areas of accounts receivable, inventory, intangible assets, long-lived assets and deferred income tax. Actual results could differ from those estimates.

Recently Issued Accounting Standards

        FASB Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") was issued in June 2001. SFAS 142 changes the accounting and reporting for acquired goodwill and other intangible assets. SFAS 142 is effective for fiscal years beginning after December 15, 2001 and was applied at the beginning of our 2003 fiscal year. The adoption of SFAS 142 eliminated the amortization of goodwill, approximately $4,800 in fiscal 2002, while requiring annual tests for impairment of goodwill. The Company completed its initial and its annual tests of the carrying value of goodwill all of which resulted in no impairment.

        FASB Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45") was issued in November 2002. Fin 45 elaborates on the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires the guarantor to recognize, at the inception of the guarantee, a liability for the fair value of obligations undertaken in issuing the guarantee. The disclosure requirements are effective for quarters ending after December 15, 2002 and the liability recognition is in effect for guarantees initiated after December 31, 2002. The provisions of this statement did not have a material impact on the Company's reported results of operations, financial positions or cash flows.

F-175

        FASB Interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN 46") was issued in January 2003. FIN 46 requires an investor with a majority of the variable interests in a variable interest entity ("VIE") to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A VIE is an entity in which the equity investor does not have a controlling interest, or the equity investment risk is insufficient to finance the entity's activities without receiving additional subordinated financial support from the other parties. For arrangements entered into with VIEs created prior to January 31, 2003, the provisions of FIN 46 are required to be adopted at the beginning of the first interim or annual period beginning after December 15, 2003. Provisions of this interpretation did not have an impact on the Company's reported results of operations, financial position or cash flows.

        FASB Statement of Financial Accounting Standards No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150") was issued in May 2003. SFAS 150 establishes guidance for how certain financial instruments with characteristics of both liabilities and equity are classified and requires that a financial instrument that is within its scope be classified as a liability (or as an asset in some circumstances). SFAS 150 is effective for fiscal years beginning after June 15, 2003 and was applied at the beginning of our 2004 fiscal year. The characteristics of the Company's redeemable preferred stock are such that the securities should be classified as a liability and, accordingly, effective fiscal year 2004 the redeemable preferred stock was reclassified to the liabilities section of the consolidated balance sheet and the related accretion was recorded as interest expense in our results of operations rather than as a reduction to retained earnings.

3.    Acquisitions

        On December 18, 2001, the Company acquired the business including certain assets and assumed certain liabilities of Color Prelude, Inc. ("CP") for $19,423 including direct acquisition costs of $540. The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations". The purchase price has been allocated to the assets and liabilities acquired using estimated fair values at the date of acquisition and resulted in assigning value to goodwill totaling $407 which will not be amortized in accordance with Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets". The following shows the allocation of the purchase price:

Cash	$	1
Other current assets		5,680
Property, plant and equipment		7,695
Patents		7,750
Other intangible assets		1,069
Goodwill		407
Total allocation to assets	$	22,602
Current liabilities	$	3,179

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        Patents are being amortized over a ten year period and other intangible assets are being amortized over periods ranging from one to four years.

        The results of the acquired operations are included in the financial statements since the date of acquisition.

        In April 2002 the Company settled a dispute with the former owners of RetCom Holdings Ltd. In connection with the settlement the Company received approximately $1,000 and has included this settlement amount net of related expenses in income from operations.

4.    Accounts Receivable

        The following table details the components of accounts receivable:

		June 30,
		2004			2003
Trade accounts receivable		$	22,600		$	20,633
Allowance for doubtful accounts			(573	)		(557	)
			22,027			20,076
	Other accounts receivable		142			191
		$	22,169		$	20,267

5.    Inventory

        The following table details the components of inventory:

			June 30,
			2004			2003
Raw Materials
	Paper		$	4,003		$	1,740
	Other raw materials			3,185			2,353
		Total raw materials		7,188			4,093
Work in process				3,517			3,857
Reserve for obsolescence				(895	)		(685	)
Total inventory			$	9,810		$	7,265

        The difference between the carrying value of paper inventory using the FIFO method as compared to the LIFO method was not significant at June 30, 2004 or June 30, 2003.

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6.    Property, Plant And Equipment

        The following table details the components of property, plant and equipment as well as their estimated useful lives:

		June 30,
	Estimated Useful Lives
		2004			2003
Land		$	258		$	258
Building	7 - 15 years		3,174			2,999
Leasehold improvements	1 - 3 years		754			717
Machinery and equipment	5 - 7 years		32,009			33,240
Furniture and fixtures	3 - 5 years		4,554			4,141
Construction in progress			337			31
			41,086			41,386
Accumulated depreciation			(28,547	)		(24,802	)
		$	12,539		$	16,584

        Depreciation expense amounted to $5,159, $5,377 and $5,197 for the years ended June 30, 2004, 2003 and 2002, respectively.

7.    Line Of Credit

        On December 18, 2001, the Company amended and restated its Credit Agreement. The Credit Agreement provides for a $10,000 term loan which was to mature on December 31, 2006 with varying quarterly principal payments and, under certain circumstances, payments of "excess cash flow" as defined in the Credit Agreement. Interest on amounts borrowed accrued at a floating rate based upon either prime or LIBOR. The term loan was repaid in full in 2004.

        The Credit Agreement also provides for a revolving loan commitment up to a maximum of $20,000 and expires on December 31, 2006. Borrowings are limited to a borrowing base consisting of accounts receivable, inventory and property, plant and equipment which serve as collateral for the borrowings. As of June 30, 2004, the Company's borrowing base was approximately $26,024. Interest on amounts borrowed accrue at a floating rate based upon either prime or LIBOR (the weighted average interest rate on the outstanding balance under the revolving loan was 6.0% at June 30, 2004 and 2003). The weighted average interest rate on the outstanding balance under the revolving loan was 5.31%, 6.14% and 6.45% for the years ended June 30, 2004, 2003 and 2002, respectively.

        The Company is required to pay commitment fees on the unused portion of the revolving loan commitment at a rate of approximately 0.5% per annum. In addition, the Company is required to pay fees equal to 2.5% of the average daily outstanding amount of lender guarantees. The Company had $291 of lender guarantees outstanding at June 30, 2004. These fees totaled $68, $76 and $65 for the years ended June 30, 2004, 2003 and 2002, respectively. The Credit Agreement contains certain financial covenants and other restrictions including restrictions on additional indebtedness and restrictions on the payment of dividends.

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8.    Senior Notes

        On June 25, 1998, AKI completed a private placement of $115,000 of Senior Notes (the "Senior Notes") which mature on July 1, 2008. The Senior Notes are general unsecured obligations of AKI and bear interest at 10.5% per annum, payable semi-annually on January 1 and July 1. The placement of the Senior Notes yielded AKI net proceeds of $110,158 after deducting offering expenses of $4,842, including $3,450 of underwriting fees paid to an affiliate of the stockholder. The Senior Notes are redeemable at the option of the Company, in whole or part, at any time after July 1, 2003 at a price of up to 105.25% of the outstanding principal balance plus accrued and unpaid interest. The Senior Notes contain certain covenants including restrictions on the declaration and payment of dividends by AKI to Holding and limitations on the incurrence of additional indebtedness. On December 22, 1998, AKI completed the registration of its Senior Notes with the Securities and Exchange Commission.

9.    Senior Discount Debentures

        On June 25, 1998, Holding completed a private placement of Senior Discount Debentures (the "Debentures") with a stated value of $50,000. The Debentures were general unsecured obligations of Holding and mature on July 1, 2009. The Debentures were not required to accrue or pay interest until July 1, 2003 and were issued with an original issuance discount of $24,038. The placement of the Debentures yielded the Company net proceeds of $24,699 after deducting offering expenses of $1,263, including $1,038 of underwriting fees paid to an affiliate of the stockholder. The original issuance discount of $24,038 on the Debentures was being accreted from issuance through July 1, 2003 at an effective rate of 13.5% per annum. The unamortized balance of the original issuance discount was $2,219 at June 30, 2002. During fiscal 2003, Holding purchased, with proceeds from a distribution from AKI, the remaining outstanding Senior Discount Debentures with a carrying value of $17,541 for $18,032 and recognized a loss of approximately $871. During fiscal 2002, Holding purchased, with proceeds from a distribution from AKI, Senior Discount Debentures with a carrying value of $11,054 for $6,804 and recognized a gain of approximately $3,941. The purchased Debentures were subsequently retired.

10.    Initial Capitalization

        In conjunction with the Acquisition, AHC issued $30,000 of Floating Rate Notes, $50,279 of Mandatorily Redeemable Senior Preferred Stock (the "Senior Preferred Stock") and $1,111 of its Common Stock. The Floating Rate Notes were issued with an original issuance discount of $5,389. Interest was payable quarterly and could be settled through the issuance of additional Floating Rate Notes through December 15, 2009, the maturity date, at the discretion of AHC. The original issuance discount of $5,389 was being amortized using the effective interest method over the life of the Floating Rate Notes. On November 1, 1999 AHC issued Amended and Restated Notes totaling $35,500 in exchange for the Floating Rate Notes. The Amended and Restated Notes bear a fixed interest rate of approximately 16% per annum and mature on December 15, 2009 and provide for the payment of stipulated early redemption premiums. The Senior Preferred Stock accretes in value at 15% per annum and must be redeemed by December 15, 2012. The Amended and Restated Notes and Senior Preferred Stock are general unsecured obligations of AHC.

        The cash proceeds from the issuance of the Floating Rate Notes, Senior Preferred Stock and Common Stock of approximately $76,000 and a Mandatorily Redeemable Senior Preferred Stock

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Option of $2,363 were contributed by AHC to AKI in exchange for 1,000 shares of AKI's Common Stock. Subsequent to the capitalization of AKI, AHC contributed $1 of cash and all of its ownership interest in AKI to Holding for all of the outstanding equity of Holding.

        AHC has no other operations other than AKI. Absent additional financing, AKI's operations represent the only current source of funds available to service AHC's Floating Rate Notes and Mandatorily Redeemable Senior Preferred Stock; however, AKI is not obligated to pay or otherwise guarantee the Floating Rate Notes and Mandatorily Redeemable Senior Preferred Stock.

11.    Notes Payable To Stockholders

        The Notes Payable to Stockholders bear a fixed interest rate of approximately 16% per annum, and mature on December 15, 2009 and provide for the payment of stipulated early redemption premiums. Interest is payable quarterly and can be settled through the issuance of additional notes through maturity at the discretion of AHC. At June 30, 2004, the carrying value and redemption premiums of the Notes Payable to Stockholders were $73,403 and $4,083, respectively, which includes amounts for accrued interest. The Notes Payable to Stockholders are general unsecured obligations of AHC and can be repaid prior to maturity.

        AHC has no other operations other than AKI. Absent additional financing by AHC, AKI's operations represent the only current source of funds available to service the Notes Payable to Stockholders and Mandatorily Redeemable Senior Preferred Stock; however, AKI is not obligated to pay or otherwise guarantee the Notes Payable to Stockholders and Mandatorily Redeemable Senior Preferred Stock.

12.    Mandatorily Redeemable Senior Preferred Stock

        The Company is authorized to issue up to 50,000 shares of preferred stock of which 21,111.11 shares has been designated as Senior Preferred Stock. In conjunction with the Acquisition, AHC issued 20,111.11 shares, after giving effect to the 100 for 1 reverse stock split in 2004, of Mandatorily Redeemable Senior Preferred Stock (the "Senior Preferred Stock") resulting in proceeds of approximately $50,279. The Senior Preferred Stock accretes in value at 15% per annum, compounded quarterly, and must be redeemed by December 15, 2012. Earlier redemption is required if there is a change of control. Subsequent to December 15, 2002, the Company may redeem all or part of the outstanding Senior Preferred Stock for its accreted value multiplied by a declining redemption premium percentage that ranges from 107.5% to 100.0% based upon the year of redemption.

13.    Commitments And Contingencies

Raw Material Purchase Obligations

        The Company in the ordinary course of business issues purchase orders for raw materials with expected delivery ranging from one to three months. At June 30, 2004 outstanding purchase orders for raw materials totaled approximately $5.8 million.

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Operating Leases

        Equipment and office, warehouse and production space under operating leases expire at various dates. Rent expense was $1,468, $1,293 and $559 for the years ended June 30, 2004, 2003 and 2002, respectively. Future minimum lease payments under the leases are as follows.

2005	$	1,506
2006		1,502
2007		1,291
2008		756
2009		683
Thereafter		1,728
	$	7,466

Royalty Agreements

        Royalty agreements are maintained for certain technologies used in the manufacture of certain products. Under the terms of one royalty agreement, payments by the Company are required based on a percentage of net sales of those products manufactured with the specific technology, or a minimum of $500 per year adjusted for changes in the CPI. This agreement expires the earlier of (1) when a total of $11,800 in cumulative royalty payments has been paid or (2) December 31, 2004 unless renewed by the Company for successive one-year periods. The Company expensed $565, $669 and $500 under this agreement for the years ended June 30, 2004, 2003 and 2002, respectively. The Company has paid $7,294 in cumulative royalty payments under this agreement through June 30, 2004.

        Under the terms of another agreement, royalty payments are required based on the number of products sold that were manufactured with the specific licensed technology, or a minimum payment of $625 per year through the expiration of the agreement in 2012. The Company expensed $625 under this agreement for each of the three years ended June 30, 2004.

Employment Agreements

        The Company has employment and salary continuation agreements with certain executive officers with terms through June 30, 2005 and 2006. Such agreements provide for base salaries totaling $1,332 per year. One officer has an incentive bonus of up to 200% of base salary which is payable if certain financial and management goals are attained and certain other incentive payments. The employment agreements also provide severance benefits of up to two years of base salary if the officers' services are terminated under certain conditions and one officer's agreement provides, in the event of termination resulting from a change of control, a severance benefit of two times his highest aggregate amount of base salary and bonus in any of the three calendar years prior to the effective date of termination.

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Litigation

        The Beautiful Bouquet Company, Ltd. (the "Licensor") filed suit against the Company alleging breaches of a Patent and Know-How License agreement, as amended (the "License Agreement"). Under the License Agreement, the Company licenses certain intellectual property related to one of the Company's products for which the Company is obligated to pay the Licensor a royalty based on sales of the product and a minimum annual royalty. The Licensor alleges the Company committed a number of breaches, including a breach of the License Agreement and a breach of fiduciary duty owed to the Licensor, and is seeking to recover unspecified amounts under the terms of the License Agreement and all amounts due it under the Company's unjust enrichment of the Licensor's intellectual property rights.

        The Company believes that it did not breach any provision of the License Agreement and intends to vigorously defend against its claims.

        The Company is a party to other litigation arising in the ordinary course of business which, in the opinion of management, will not have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Value Added Tax Assessment

        The French tax authorities have asserted that the Company's foreign subsidiary has failed to properly collect value added taxes ("VAT") from its French customers. The assertion is based on the classification of the Company's products as advertising services and not goods, which are taxed differently. The Company has historically collected VAT from its customers on the basis of selling goods which classification had previously been agreed to in audits by the French tax authorities. While the amount of uncollected VAT would be substantial if a change in classification of such goods is required, such amounts could be billable and input VAT to our customers and therefore reclaimable from the tax authorities. An estimate of this contingent loss, if any, for this asserted claim by the French tax authorities, is not possible at this time. The Company believes the range of such claim by the tax authorities, before considering reclaims available, is approximately $600 to $2,700.

Printing Services Agreement

        In connection with the RetCom acquisition, AKI entered into a Printing Services Agreement, which expires December 31, 2004, with a former shareholder of RetCom. The Printing Services Agreement requires annual purchases of printing services totaling $5,000 and a 15% charge on the amount of any shortfall. The present value of the costs related to the estimated shortfall over the life of the Printing Services Agreement was recorded as a liability in the RetCom purchase accounting. The liability balance at June 30, 2004 was approximately $857.

14.    Retirement Plans

        A 401(k) defined contribution plan (the "Plan") is maintained for substantially all full-time salaried employees and certain non-union hourly employees. Applicable employees who have six months of service and have attained age 21 are eligible to participate in the Plan. Employees may elect to contribute a percentage of their earnings to the Plan in accordance with limits prescribed by law. The Company makes contributions to the Plan by matching a percentage of employee contributions. Costs

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associated with the Plan totaled $418, $424 and $323 for the years ended June 30, 2004, 2003 and 2002, respectively.

        Certain hourly employees are covered under a multiemployer defined benefit plan administered under a collective bargaining agreement. Costs (determined by union contract) under the defined benefit plan were $258, $245 and $221 for the years ended June 30, 2004, 2003 and 2002, respectively.

15.    Income Taxes

        The Company files a consolidated federal income tax return with its subsidiaries and separate state income tax returns calculating its state tax provision on a separate company basis. Any income taxes payable or receivable by the consolidated group are settled or received by AKI.

        For financial reporting purposes, loss before income taxes includes the following components:

		Year Ended June 30,
		2004			2003			2002
Income (loss) before income taxes:
	United States	$	(18,655	)	$	(4,221	)	$	602
	Foreign		2,404			1,701			2,142
		$	(16,251	)	$	(2,520	)	$	2,744

        Significant components of the provision (benefit) for income taxes are as follows:

		Year Ended June 30,
		2004			2003			2002
Current expense (benefit):
	Federal	$	4,205		$	(701	)	$	4,838
	Foreign		867			613			1,042
	State		548			345			962
			5,620			257			6,842
Deferred expense (benefit):
	Federal		(1,013	)		1,965			(832	)
	Foreign		—			—			—
	State		(189	)		38			(86	)
			(1,202	)		2,003			(918	)
		$	4,418		$	2,260		$	5,924

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        The significant components of deferred tax assets (liabilities) at June 30, 2004 and 2003, were as follows:

			June 30,
			2004					2003
			Current		Noncurrent			Current		Noncurrent
Deferred income tax assets:
	Accrued expenses		$	450	$	—		$	376	$	—
	Allowance for doubtful accounts			219		—			213		—
	Reserve for inventory obsolescence			335		—			219		—
	Amortization of intangibles			—		1,136			—		879
Deferred tax asset				1,004		1,136			808		879
Deferred income tax liability:
	Property, plant and equipment			—		(1,272	)		—		(2,021	)
		Deferred tax assets (liabilities)	$	1,004	$	(136	)	$	808	$	(1,142	)

        Realization of the future deductibility of the accrued interest on the Amended and Restated Notes is uncertain and, therefore, the Company has not recorded a deferred tax asset for such possible future deductions. In the event such interest deductions were to be realized, the maximum tax benefit would be approximately $12,483.

        The income tax provision recognized by the Company for the years ended June 30, 2004, 2003 and 2002 differs from the amount determined by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following:

	Year Ended June 30,
	2004			2003			2002
Computed tax provision (benefit) at the statutory rate	$	(5,525	)	$	(857	)	$	933
State income tax provision (benefit), net of federal effect		237			(110	)		328
Nondeductible expenses		9,904			3,453			4,445
Other, net		(198	)		(226	)		218
	$	4,418		$	2,260		$	5,924

16.    Stock Options

        Subsequent to the Acquisition, AHC adopted the 1998 Stock Option Plan ("Option Plan") for certain employees and directors of AHC and any parent or subsidiary of AHC. The Option Plan authorizes the issuance of options to acquire up to 16,500 shares of AHC Common Stock after giving effect to the 100 for 1 reverse stock split in 2004. The Board of Directors determines the terms of each individual options grant. The exercise price for each grant is required to be set at least equal to the fair market value per share of AHC provided that the exercise price shall not be less than $100 per share. Options vest over periods ranging from one to eight years. Certain options are eligible for accelerated vesting based on targeted EBITDA. Targeted EBITDA is net income or loss plus income taxes, interest

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expense, management fees, loss from early retirement of debt, loss from sale and disposal of fixed assets, depreciation, amortization and impairment loss of goodwill and amortization of other intangibles less gains from early retirement of debt and settlement of purchase price dispute. Options may be exercisable for up to ten years.

        A summary of AHC stock option activity and related information for the years ended June 30, 2004, 2003 and 2002 follows:

		2004				2003				2002
		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding. beginning of year		15,322.50		$	100	1,469,050		$	1.00	1,464,850		$	1.00
	Granted	—			100	96,000			1.00	21,000			1.00
	Exercised	—			—	—			—	—			—
	Forfeited	(50.00	)		100	(32,800	)		1.00	(16,800	)		1.00
Outstanding, end of year		15,272.50		$	100	1,532,250		$	1.00	1,469,050		$	1.00
Exercisable, end of year		14,717.50		$	100	1,436,073		$	1.00	1,106,343		$	1.00
Weighted average remaining contractual life		5.7 years				6.7 years				7.5 years

        In connection with the Merger described in footnote 20, each AHC Stock Option, granted under the Option Plan, outstanding shall be cancelled and extinguished and no consideration will be paid thereon.

17.    Related Party Transactions

        The Company made payments to an affiliate of DLJMBII for management fees of $400, $325 and $250 for the three years ended June 30, 2004, 2003 and 2002, respectively.

18.    Geographic Information

        The Company operates in one segment, the production of interactive sampling systems for the fragrance, cosmetic, personal care and other consumer product industries.

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        The following table illustrates geographic information for revenues and long-lived assets. Revenues are attributed to countries based on the receipt of sales orders and long-lived assets are based upon the country of domicile.

	United States		France		Total
Net sales:
Year ended June 30, 2002	$	103,138	$	17,755	$	120,893
Year ended June 30, 2003		99,757		15,551		115,308
Year ended June 30, 2004		113,131		20,241		133,372
Long-lived assets:
June 30, 2002	$	189,754	$	82	$	189,836
June 30, 2003		183,949		106		184,055
June 30, 2004		176,918		121		177,039

19.    Condensed Parent Company Only Financial Statements

        The following condensed balance sheet at June 30, 2004 and June 30, 2003 and condensed statement of operations, stockholder's equity and cash flows for the years ended June 30, 2004 and June 30, 2003 for the Company should be read in conjunction with the consolidated financial statements and notes thereto.

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Balance Sheets

		June 30,
		2004			2003
Assets
Cash		$	417		$	396
Investment in subsidiaries			98,916			90,540
	Total assets	$	99,333		$	90,936
Liabilities
Accrued interest		$	483		$	413
Notes payable to stockholders			72,920			62,129
Mandatorily redeemable Senior Preferred Stock			132,952			—
	Total liabilities		206,355			62,542
Mandatorily redeemable Senior Preferred Stock			—			114,747
Stockholder's equity
Common Stock, $0.01 par, 200,000 shares authorized; 161,111.11 shares issued and outstanding at June 30, 2004; 20,000,000 shares authorized; 16,111,111 shares issued and outstanding at June 30, 2003			2			161
Additional paid-in capital			16,109			15,950
Accumulated deficit			(123,133	)		(102,464	)
	Total stockholder's equity		(107,022	)		(86,353	)
	Total liabilities and stockholder's equity	$	99,333		$	90,936

Statements of Income

			Year Ended June 30,
			2004			2003
Equity in net income of subsidiaries			$	8,376		$	4,467
Interest expense to stockholders and affiliates				(29,066	)		(9,268	)
Interest income, other				21			21
	Net loss			(20,669	)		(4,780	)
Accretion of mandatorily redeemable senior preferred stock				—			(15,712	)
		Net loss allocable to common shareholders	$	(20,669	)	$	(20,492	)

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Statements of Stockholder's Equity

	Common Stock
						Additional Paid-in Capital		Accumulated Deficit
	Shares		Amount								Total
Balances, June 30, 2002	16,111,111.00		$	161		$	15,950	$	(81,972	)	$	(65,861	)
Net loss	—			—			—		(4,780	)		(4,780	)
Accretion of mandatorily redeemable senior preferred stock	—			—			—		(15,712	)		(15,712	)
Balances, June 30, 2003	16,111,111.00			161			15,950		(102,464	)		(86,353	)
100 for 1 reverse stock split	(15,949,999.89	)		(159	)		159		—			—
Net loss	—			—			—		(20,669	)		(20,669	)
Balances, June 30, 2004	161,111.11		$	2		$	16,109	$	(123,133	)	$	(107,022	)

Statements of Cash Flows

			Year Ended June 30,
			2004			2003
Cash flows from operating activities:
	Net loss		$	(20,669	)	$	(4,780	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Net change in investment in subsidiaries		(8,376	)		(4,467	)
		Non-cash interest expense on notes payable to stockholders		10,861			9,268
		Accrued interest on mandatorily redeemable senior preferred stock		18,205			—
		Net cash provided by operating activities		21			21
	Net increase (decrease) in cash and cash equivalents			21			21
Cash and cash equivalents, beginning of period				396			375
Cash and cash equivalents, end of period			$	417		$	396

20.    Subsequent Event

        On July 21, 2004, AHC entered into an agreement and plan of merger (the "Merger Agreement") with Fusion Acquisition LLC ("Fusion"), an entity affiliated with Kohlberg Kravis Roberts & Co. The Merger Agreement contemplates that a subsidiary of Fusion will merge with and into AHC (the "Merger"), and AHC will continue as the surviving entity and will be a wholly owned subsidiary of Fusion. In the Merger, AHC's common stock will be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore; AHC's outstanding preferred stock shall be converted into the right to receive an amount in cash, without interest equal to (a) $250 million plus (b) the aggregate amount of transaction expenses paid minus (c) the aggregate amount of indebtedness net of cash minus (d) an amount not to exceed $2 million to be determined by AHC's Board of Directors or a committee thereof for transaction success or retention bonuses to be paid to employees

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of AKI minus (e) a transaction advisory fee in the amount of $2 million to be paid to DLJMBII minus (f) $0.2 million payable to Renaissance Brands LLC, whose president is a member of AHC's Board of Directors, plus (g) the amount, if any, by which the closing working capital exceeds $16.3 million (the "Target Working Capital") minus (h) the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital. The completion of the merger is subject to several conditions including, among other things, the conclusion of certain other concurrent transactions ("Concurrent Transactions") involving other companies affiliated with DLJMB, the repayment, repurchase or redemption of certain indebtedness and preferred stock of AKI, AHC and the other companies party to the Concurrent Transaction, and an investment in common stock by the CEO of Fusion. Upon completion of the Concurrent Transactions, DLJMB will indirectly own 45% of AHC.

F-189

        OFFER TO EXCHANGE ALL OUTSTANDING 7⁵/8% SENIOR SUBORDINATED NOTES DUE 2012 FOR 7⁵/8% SENIOR SUBORDINATED NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PROSPECTUS

        UNTIL            , 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                    , 200  

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        The following is a summary of the statutes, charter and bylaw provisions or other arrangements under which the Registrants' directors and officers are insured or indemnified against liability in their capacities as such. All of the directors and officers of the Registrants are covered by insurance policies maintained and held in effect by Jostens Holding Corp. against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

        Jostens IH Corp. Von Hoffmann Holdings Inc., Von Hoffmann Corporation, Precision Offset Printing Company, Inc., Anthology, Inc., AHC I Acquisition Corp., AKI Holding Corp., AKI, Inc. and IST, Corp. are incorporated under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Statute") provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise (an "indemnified capacity"). The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. Section 145 of the Delaware Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him and incurred by him in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him under the Delaware Statute.

        The amended and restated certificate of incorporation of Jostens IH Corp. provides that indemnification may be provided to any person who was or is a party to any action, suit or proceeding to the fullest extent provided by the Delaware Statute. In addition, Jostens IH Corp. shall indemnify its directors for all liabilities arising from a breach of fiduciary duty except (i) for any breach of the director's duty of loyalty to Jostens IH Corp. or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit.

        Jostens, Inc. is incorporated under the laws of the State of Minnesota. Unless stated otherwise in the articles of incorporation or by-laws, Section 302A.521 of the Minnesota Business Corporation Act (the "MBCA") requires a Minnesota corporation to indemnify a person made a party to a proceeding by reason of his or her former or present official capacity with the corporation, against judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney's fees and

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disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

•

has not been indemnified by another organization or employee benefit plan for the same liabilities in connection with the same proceedings;



•

acted in good faith;



•

received no improper benefit;



•

in the case of a criminal proceeding, had no reason to believe the conduct was unlawful; and



•

in the case of acts or omissions occurring in such person's official capacity as a director, officer or employee, the person reasonably believed that the conduct was in the best interests of the corporation, or at least not opposed to the best interests of the corporation depending on the capacity in which that person is serving.

        Jostens, Inc.'s articles of incorporation and bylaws provide that Jostens, Inc. shall indemnify all directors and officers for such expenses and liabilities, in such manner, under such circumstances, and to the extent permitted by law.

        The MBCA states that a person made or threatened to be made a party to a proceeding (as described above), is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses, including attorney's fees and disbursements, incurred by the person in advance of the final disposition of the proceeding, (1) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth in MBCA 302A.521 have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation, if it is ultimately determined that such criteria for indemnification have not been satisfied and (2) if, after a determination of the facts then known to those making the determination, such facts would not preclude indemnification under the statute. The applicability of this provision may be limited by a corporation's articles of incorporation or bylaws, however, Jostens, Inc.'s Articles and bylaws are silent with regard to the advancement of expenses.

        Jostens, Inc.'s articles of incorporation state that no director shall be personally liable to Jostens, Inc. or its shareholders for monetary damages for breach of fiduciary duty as a director, except as otherwise required by law. While these provisions provide directors with protection from awards for monetary damages for breaches of their duty of care, they do not eliminate such duty. Accordingly, these provisions will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care.

        Furthermore, the MBCA provides that the articles of incorporation of a corporation cannot eliminate or limit director's liability for:

•

any breach of the director's duty of loyalty to the corporation or shareholders;



•

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;



•

any transaction from which the director derived an improper personal benefit; or



•

any act or omission occurring prior to the date when the provision in the articles eliminating or limiting liability became effective.

        The Lehigh Press, Inc. is incorporated in the Commonwealth of Pennsylvania. Pursuant to Sections 1741–1743 of the Pennsylvania Business Corporation Law (the "PBCL"), The Lehigh Press, Inc. has the power to indemnify its directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in, or not opposed to, the best interests of the corporation and, with respect to a criminal

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proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification will have been adjudged to be liable to the corporation unless and to the extent that the person is adjudged to be fairly and reasonably entitled to indemnity. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions.

        Section 1746 of the PBCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any by-law provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

        The Lehigh Press, Inc.'s by-laws provide for the mandatory indemnification of directors and officers in accordance with and to the full extent permitted by the laws of the Commonwealth of Pennsylvania as in effect at the time of such indemnification. The Lehigh Press, Inc.'s by-laws also eliminate, to the maximum extent permitted by the laws of the Commonwealth of Pennsylvania, the personal liability of directors for monetary damages for any action taken, or any failure to take any action as a director, except in any case such elimination is not permitted by law.

Item 21.    Exhibits

(a)

The following exhibits are filed as part of this Registration Statement or incorporated by reference herein:

Exhibit No.	Exhibit
2.1	Agreement and Plan of Merger, dated as of July 21, 2004, among Fusion Acquisition LLC, VHH Merger, Inc. and Von Hoffmann Holdings Inc. Incorporated by reference to Exhibit 10.21 contained in Von Hoffmann Holdings Inc.'s Form 10-Q/A, filed on August 12, 2004.
2.2	Agreement and Plan of Merger, dated as of July 21, 2004, among Fusion Acquisition LLC, AHC Merger, Inc. and AHC I Acquisition Corp. Incorporated by reference to Exhibit 2.1 contained in AKI, Inc.'s Form 10-K, filed on September 1, 2004.
3.1	Amended and Restated Certificate of Incorporation of Jostens IH Corp.*
3.2	By-Laws of Jostens IH Corp.*
3.3	Form of Amended and Restated Articles of Incorporation of Jostens, Inc. Incorporated by reference to Exhibit 3.1 contained in Jostens, Inc.'s Form 10-Q, filed on November 12, 2003.
3.4	Certificate of Designation, effective May 10, 2000, of the Powers, Preferences and Rights of the 14% Senior Redeemable Payment-In-Kind Preferred Stock, and Qualifications, Limitations and Restrictions Thereof. Incorporated by reference to Exhibit 4.3 contained in Jostens, Inc.'s Form 8-K, filed on May 25, 2000.
3.5	By-Laws of Jostens, Inc. Incorporated by reference to Exhibit 3.2 contained in Jostens' Report on Form 10-Q, filed on August 13, 1999.
3.6	Amended and Restated Certificate of Incorporation of Von Hoffmann Holdings Inc.*
3.7	By-Laws of Von Hoffmann Holdings Inc. Incorporated by reference to Exhibit 3.4 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.8	Certificate of Incorporation of Von Hoffmann Corporation and Certificate of Ownership and Merger of Von Hoffmann Graphics, Inc. with and into Von Hoffmann Press, Inc. Incorporated by reference to Exhibit 3.1 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.

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3.9	By-Laws of Von Hoffmann Corporation. Incorporated by reference to Exhibit 3.2 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.10	Articles of Incorporation of The Lehigh Press, Inc. Incorporated by reference to Exhibit 3.11 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Report on Form 10-Q, filed on November 10, 2003.
3.11	Amended and Restated By-Laws of The Lehigh Press, Inc. Incorporated by reference to Exhibit 3.12 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Report on Form 10-Q, filed on November 10, 2003.
3.12	Certificate of Incorporation of Precision Offset Printing Company, Inc. Incorporated by reference to Exhibit 3.11 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.13	By-Laws of Precision Offset Printing Company, Inc. Incorporated by reference to Exhibit 3.12 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.14	Certificate of Incorporation of Anthology, Inc. (f/k/a H&S Graphics, Inc.). Incorporated by reference to Exhibit 3.7 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.15	Certificate of Amendment to the Certificate of Incorporation of Anthology, Inc.*
3.16	By-Laws of Anthology, Inc. Incorporated by reference to Exhibit 3.8 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.17	Amended and Restated Certificate of Incorporation of AHC I Acquisition Corp.*
3.18	By-Laws of AHC I Acquisition Corp.*
3.19	Certificate of Incorporation of AKI Holding Corp. Incorporated by reference to Exhibit 3.1 contained in AKI Holding Corp.'s Registration Statement on Form S-4/A (file no. 333-60991), filed on October 13, 1998.
3.20	By-Laws of AKI Holding Corp. Incorporated by reference to Exhibit 3.2 contained in AKI Holding Corp.'s Registration Statement on Form S-4 (file no. 333-60991), filed on August 7, 1998.
3.21	Certificate of Incorporation of AKI, Inc. Incorporated by reference to Exhibit 3.1 contained in AKI, Inc.'s Registration Statement on Form S-4/A (file no. 333-60989), filed on November 13, 1998.
3.22	By-Laws of AKI, Inc. Incorporated by reference to Exhibit 3.2 contained in AKI, Inc.'s Registration Statement on Form S-4 (file no. 333-60989), filed on August 7, 1998.
3.23	Certificate of Incorporation of IST, Corp.*
3.24	By-Laws of IST, Corp.*
4.1	Indenture, dated October 4, 2004 among Jostens IH Corp., the guarantors parties thereto and The Bank of New York, as trustee.*
4.2	Exchange and Registration Rights Agreement, dated October 4, 2004, among Jostens IH Corp., the guarantors parties thereto, Credit Suisse First Boston LLC and Deutsche Bank Securities Inc.*
5.1	Opinion of Simpson Thacher & Bartlett LLP regarding the validity of the securities offered hereby.**
5.2	Opinion of Paula R. Johnson, General Counsel of Jostens, Inc., as to all matters governed by the laws of the State of Minnesota.**
5.3	Opinion of Cozen O'Connor as to all matters governed by the Commonwealth of Pennsylvania.**

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10.1	Credit Agreement, dated as of October 4, 2004, among Jostens IH Corp., as Borrower, Jostens Canada Ltd., as Canadian Borrower, Jostens Secondary Holdings Corp., as Guarantor, Credit Suisse First Boston, as Administrative Agent, Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent, Credit Suisse First Boston, as Sole Lead Arranger and Sole Bookrunner, Deutsche Bank Securities Inc. and Banc of America Securities LLC, as Co-Arrangers and Co-Syndication Agents, and certain other lending institutions from time to time parties thereto.*
10.2	U.S. Guarantee, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., each of the subsidiaries of Jostens IH Corp., listed on Annex A thereto and Credit Suisse First Boston, as administrative agent for the lenders from time to time parties to the Credit Agreement, dated as of October 4, 2004.*
10.3	Canadian Guarantee, dated as of October 4, 2004, among Jostens IH Corp., Jostens Secondary Holdings Corp., the subsidiaries of Jostens IH Corp. listed on Schedule 1 thereto and Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent for the lenders from time to time parties to the Credit Agreement, dated as of October 4, 2004.*
10.4	Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., each of the subsidiaries of Jostens IH Corp. listed on Annex A thereto, and Credit Suisse First Boston, as administrative agent for the lenders from time to time party to the Credit Agreement, dated as of October 4, 2004.*
10.5	Canadian Security Agreement, dated as of October 4, 2004, between Jostens Canada Ltd. and Credit Suisse First Boston Toronto Branch, as Canadian administrative agent for the lenders from time to time party to the Credit Agreement, dated as of October 4, 2004.*
10.6	Pledge Agreement, dated as of October 4, 2004, among Jostens IH Corp., Jostens Secondary Holdings Corp., each of the subsidiaries of Jostens IH Corp. listed on Schedule 1 thereto and Credit Suisse First Boston, as administrative agent for the lenders from time to time party to the Credit Agreement, dated as of October 4, 2004.*
10.7	Canadian Pledge Agreement, dated as of October 4, 2004, between Jostens Canada Ltd. and Credit Suisse First Boston Toronto Branch, as Canadian administrative agent for the lenders from time to time parties to the Credit Agreement, dated as of October 4, 2004.*
10.8	Trademark Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., the subsidiaries of Jostens IH Corp. listed on Schedule I thereto and Credit Suisse First Boston, as administrative agent.*
10.9	Patent Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., the subsidiaries of Jostens IH Corp. listed on Schedule I thereto and Credit Suisse First Boston, as administrative agent.*
10.10	Copyright Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., the subsidiaries of Jostens IH Corp. listed on Schedule I thereto and Credit Suisse First Boston, as administrative agent.*
10.11	Stock Purchase and Stockholders' Agreement, dated as of September 3, 2003, among Jostens Holding Corp., Jostens IH Corp. and the stockholders party thereto. Incorporated by reference to Exhibit 10.3 contained in Jostens Holding Corp.'s Report on Form 10-K filed on April 28, 2004.
10.12	Stock Purchase Agreement among Von Hoffmann Corporation, The Lehigh Press, Inc. and the shareholders of The Lehigh Press Inc., dated September 5, 2003. Incorporated by reference to Exhibit 2.1 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Report on Form 10-Q, filed on November 10, 2003.
10.13	Jostens, Inc. Executive Severance Pay Plan—2003 Revision, effective February 26, 2003. Incorporated by reference to Exhibit 10.9 contained in Jostens' Form 10-K filed on April 1, 2004.

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10.14	Management Stock Incentive Plan established by Jostens, Inc., dated as of May 10, 2000. Incorporated by reference to Exhibit 10.24 contained in Jostens, Inc.'s Form S-4, filed April 7, 2000.
10.15	Form of Contract entered into with respect to Executive Supplemental Retirement Plan. Incorporated by reference to Jostens, Inc.'s Form 8, dated May 2, 1991.
10.16	2004 Stock Option Plan for Key Employees of Jostens Holding Corp. and its Subsidiaries, dated as of October 4, 2004.**
10.17	Employment Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.17 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.18	Management Stockholder's Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.19 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.19	Restricted Stock Award Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.20 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.20	Sale Participation Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.21 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.21	Stock Option Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.22 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.22	Employment Agreement, dated as of January 31, 2002, between Von Hoffmann Corporation and Robert Mathews. Incorporated by reference to Exhibit 10.1 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), dated June 21, 2002.
12	Computation of Ratio of Earnings to Fixed Charges.**
21	Subsidiaries of Jostens IH Corp*
23.1	Consent of Ernst & Young LLP.*
23.2	Consent of PricewaterhouseCoopers LLP relating to Jostens, Inc.*
23.3	Consent of PricewaterhouseCoopers LLP relating to AHC I Acquisition Corp.*
23.4	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 hereto).
23.5	Consent of Paula R. Johnson, General Counsel of Jostens, Inc. (included as part of her opinion filed as Exhibit 5.2 hereto).
23.6	Consent of Cozen O'Connor (included as part of its opinion filed as Exhibit 5.3 hereto).
24.1	Power of Attorney (included on signature page).
25.1	Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee.*
99.1	Form of Letter of Transmittal.*
99.2	Form of Notice of Guaranteed Delivery.*
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
99.4	Form of Letter to Beneficial Holders.*

*

Filed herewith.

**

To be filed by amendment.

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Item 22.    Undertakings.

        The undersigned registrants hereby undertake:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(A)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.



(B)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.



(C)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the exchange offer.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants pursuant to the provisions described under Item 20 or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Jostens IH Corp. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 10th day of November, 2004.

JOSTENS IH CORP.
By:	/s/  MARC L. REISCH Marc L. Reisch Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Jostens IH Corp., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  MARC L. REISCH Marc L. Reisch	Chairman, President and Chief Executive Officer	November 10, 2004
/s/  PAUL B. CAROUSSO Paul B. Carousso	Vice President—Finance (Principal Financial and Accounting Officer)	November 10, 2004
/s/  JOSEPH Y. BAE Joseph Y. Bae	Director	November 10, 2004
/s/  DAVID F. BURGSTAHLER David F. Burgstahler	Director	November 10, 2004

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/s/  THOMPSON DEAN Thompson Dean	Director	November 10, 2004
/s/  ALEXANDER NAVAB Alexander Navab	Director	November 10, 2004
/s/  TAGAR C. OLSON Tagar C. Olson	Director	November 10, 2004
/s/  CHARLES P. PIEPER Charles P. Pieper	Director	November 10, 2004

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Jostens, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 10th day of November, 2004.

JOSTENS, INC.
By:	/s/  MICHAEL L. BAILEY Michael L. Bailey Chief Executive Officer and President

POWER OF ATTORNEY

        We, the undersigned directors and officers of Jostens, Inc., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  MICHAEL L. BAILEY Michael L. Bailey	Chief Executive Officer and President	November 10, 2004
/s/  DAVID A. TAYEH David A. Tayeh	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Von Hoffmann Holdings Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St, Louis, State of Missouri, on the 10th day of November, 2004.

VON HOFFMANN HOLDINGS INC.
By:	/s/  ROBERT S. MATHEWS Robert S. Mathews President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Von Hoffmann Holdings Inc., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  ROBERT S. MATHEWS Robert S. Mathews	President, Chief Executive Officer and Director	November 10, 2004
/s/  GARY C. WETZEL Gary C. Wetzel	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004
/s/  PAUL B. CAROUSSO Paul B. Carousso	Director	November 10, 2004

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Von Hoffmann Corporation has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 10th day of November, 2004.

VON HOFFMANN CORPORATION
By:	/s/  ROBERT S. MATHEWS Robert S. Mathews President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Von Hoffmann Corporation, do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  ROBERT S. MATHEWS Robert S. Mathews	President, Chief Executive Officer and Director	November 10, 2004
/s/  GARY C. WETZEL Gary C. Wetzel	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, The Lehigh Press, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 10th day of November, 2004.

THE LEHIGH PRESS, INC.
By:	/s/  ROBERT S. MATHEWS Robert S. Mathews President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of The Lehigh Press, Inc., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  ROBERT S. MATHEWS Robert S. Mathews	President and Chief Executive Officer	November 10, 2004
/s/  GARY C. WETZEL Gary C. Wetzel	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Precision Offset Printing Company, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 10th day of November, 2004.

PRECISION OFFSET PRINTING COMPANY, INC.
By:	/s/  ROBERT S. MATHEWS Robert S. Mathews President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Precision Offset Printing Company, Inc., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  ROBERT S. MATHEWS Robert S. Mathews	President and Chief Executive Officer	November 10, 2004
/s/  GARY C. WETZEL Gary C. Wetzel	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Anthology, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 10th day of November, 2004.

ANTHOLOGY, INC.
By:	/s/  ROBERT S. MATHEWS Robert S. Mathews President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Anthology, Inc., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  ROBERT S. MATHEWS Robert S. Mathews	President and Chief Executive Officer	November 10, 2004
/s/  GARY C. WETZEL Gary C. Wetzel	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AHC I Acquisition Corp. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broadview, State of Illinois, on the 10th day of November, 2004.

AHC I ACQUISITION CORP.
By:	/s/  JOHN VAN HORN John Van Horn President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of AHC I Acquisition Corp., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  JOHN VAN HORN John Van Horn	President and Chief Executive Officer	November 10, 2004
/s/  KENNETH A. BUDDE Kenneth A. Budde	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC. L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AKI Holding Corp. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broadview, State of Illinois, on the 10th day of November, 2004.

AKI HOLDING CORP.
By:	/s/  JOHN VAN HORN John Van Horn President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of AKI Holding Corp., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  JOHN VAN HORN John Van Horn	President and Chief Executive Officer	November 10, 2004
/s/  KENNETH A. BUDDE Kenneth A. Budde	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AKI, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broadview, State of Illinois, on the 10th day of November, 2004.

AKI, INC.
By:	/s/  JOHN VAN HORN John Van Horn President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of AKI, Inc., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  JOHN VAN HORN John Van Horn	President and Chief Executive Officer	November 10, 2004
/s/  KENNETH A. BUDDE Kenneth A. Budde	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, IST, Corp. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broadview, State of Illinois, on the 10th day of November, 2004.

IST, CORP.
By:	/s/  JOHN VAN HORN John Van Horn President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of IST, Corp., do hereby constitute and appoint Paul B. Carousso and Marie D. Hlavaty, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on the 10th day of November, 2004.

Signature	Capacity	Date
/s/  JOHN VAN HORN John Van Horn	President and Chief Executive Officer	November 10, 2004
/s/  KENNETH A. BUDDE Kenneth A. Budde	Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2004
/s/  MARC L. REISCH Marc L. Reisch	Director	November 10, 2004
/s/  MARIE D. HLAVATY Marie D. Hlavaty	Director	November 10, 2004

II-19

EXHIBIT INDEX

Exhibit No.	Exhibit
2.1	Agreement and Plan of Merger, dated as of July 21, 2004, among Fusion Acquisition LLC, VHH Merger, Inc. and Von Hoffmann Holdings Inc. Incorporated by reference to Exhibit 10.21 contained in Von Hoffmann Holdings Inc.'s Form 10-Q/A, filed on August 12, 2004.
2.2	Agreement and Plan of Merger, dated as of July 21, 2004, among Fusion Acquisition LLC, AHC Merger, Inc. and AHC I Acquisition Corp. Incorporated by reference to Exhibit 2.1 contained in AKI, Inc.'s Form 10-K, filed on September 1, 2004.
3.1	Amended and Restated Certificate of Incorporation of Jostens IH Corp.*
3.2	By-Laws of Jostens IH Corp.*
3.3	Form of Amended and Restated Articles of Incorporation of Jostens, Inc. Incorporated by reference to Exhibit 3.1 contained in Jostens, Inc.'s Form 10-Q, filed on November 12, 2003.
3.4	Certificate of Designation, effective May 10, 2000, of the Powers, Preferences and Rights of the 14% Senior Redeemable Payment-In-Kind Preferred Stock, and Qualifications, Limitations and Restrictions Thereof. Incorporated by reference to Exhibit 4.3 contained in Jostens, Inc.'s Form 8-K, filed on May 25, 2000.
3.5	By-Laws of Jostens, Inc. Incorporated by reference to Exhibit 3.2 contained in Jostens' Report on Form 10-Q, filed on August 13, 1999.
3.6	Amended and Restated Certificate of Incorporation of Von Hoffmann Holdings Inc.*
3.7	By-Laws of Von Hoffmann Holdings Inc. Incorporated by reference to Exhibit 3.4 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.8	Certificate of Incorporation of Von Hoffmann Corporation and Certificate of Ownership and Merger of Von Hoffmann Graphics, Inc. with and into Von Hoffmann Press, Inc. Incorporated by reference to Exhibit 3.1 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.9	By-Laws of Von Hoffmann Corporation. Incorporated by reference to Exhibit 3.2 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.10	Articles of Incorporation of The Lehigh Press, Inc. Incorporated by reference to Exhibit 3.11 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Report on Form 10-Q, filed on November 10, 2003.
3.11	Amended and Restated By-Laws of The Lehigh Press, Inc. Incorporated by reference to Exhibit 3.12 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Report on Form 10-Q, filed on November 10, 2003.
3.12	Certificate of Incorporation of Precision Offset Printing Company, Inc. Incorporated by reference to Exhibit 3.11 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.13	By-Laws of Precision Offset Printing Company, Inc. Incorporated by reference to Exhibit 3.12 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.14	Certificate of Incorporation of Anthology, Inc. (f/k/a H&S Graphics, Inc.). Incorporated by reference to Exhibit 3.7 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.15	Certificate of Amendment to the Certificate of Incorporation of Anthology, Inc.*
3.16	By-Laws of Anthology, Inc. Incorporated by reference to Exhibit 3.8 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), filed on June 21, 2002.
3.17	Amended and Restated Certificate of Incorporation of AHC I Acquisition Corp.*
3.18	By-Laws of AHC I Acquisition Corp.*

II-20

3.19	Certificate of Incorporation of AKI Holding Corp. Incorporated by reference to Exhibit 3.1 contained in AKI Holding Corp.'s Registration Statement on Form S-4/A (file no. 333-60991), filed on October 13, 1998.
3.20	By-Laws of AKI Holding Corp. Incorporated by reference to Exhibit 3.2 contained in AKI Holding Corp.'s Registration Statement on Form S-4 (file no. 333-60991), filed on August 7, 1998.
3.21	Certificate of Incorporation of AKI, Inc. Incorporated by reference to Exhibit 3.1 contained in AKI, Inc.'s Registration Statement on Form S-4/A (file no. 333-60989), filed on November 13, 1998.
3.22	By-Laws of AKI, Inc. Incorporated by reference to Exhibit 3.2 contained in AKI, Inc.'s Registration Statement on Form S-4 (file no. 333-60989), filed on August 7, 1998.
3.23	Certificate of Incorporation of IST, Corp.*
3.24	By-Laws of IST, Corp.*
4.1	Indenture, dated October 4, 2004 among Jostens IH Corp., the guarantors parties thereto and The Bank of New York, as trustee.*
4.2	Exchange and Registration Rights Agreement, dated October 4, 2004, among Jostens IH Corp., the guarantors parties thereto, Credit Suisse First Boston LLC and Deutsche Bank Securities Inc.*
5.1	Opinion of Simpson Thacher & Bartlett LLP regarding the validity of the securities offered hereby.**
5.2	Opinion of Paula R. Johnson, General Counsel of Jostens, Inc., as to all matters governed by the laws of the State of Minnesota.**
5.3	Opinion of Cozen O'Connor as to all matters governed by the Commonwealth of Pennsylvania.**
10.1	Credit Agreement, dated as of October 4, 2004, among Jostens IH Corp., as Borrower, Jostens Canada Ltd., as Canadian Borrower, Jostens Secondary Holdings Corp., as Guarantor, Credit Suisse First Boston, as Administrative Agent, Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent, Credit Suisse First Boston, as Sole Lead Arranger and Sole Bookrunner, Deutsche Bank Securities Inc. and Banc of America Securities LLC, as Co-Arrangers and Co-Syndication Agents, and certain other lending institutions from time to time parties thereto.*
10.2	U.S. Guarantee, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., each of the subsidiaries of Jostens IH Corp., listed on Annex A thereto and Credit Suisse First Boston, as administrative agent for the lenders from time to time parties to the Credit Agreement, dated as of October 4, 2004.*
10.3	Canadian Guarantee, dated as of October 4, 2004, among Jostens IH Corp., Jostens Secondary Holdings Corp., the subsidiaries of Jostens IH Corp. listed on Schedule 1 thereto and Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent for the lenders from time to time parties to the Credit Agreement, dated as of October 4, 2004.*
10.4	Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., each of the subsidiaries of Jostens IH Corp. listed on Annex A thereto, and Credit Suisse First Boston, as administrative agent for the lenders from time to time party to the Credit Agreement, dated as of October 4, 2004.*
10.5	Canadian Security Agreement, dated as of October 4, 2004, between Jostens Canada Ltd. and Credit Suisse First Boston Toronto Branch, as Canadian administrative agent for the lenders from time to time party to the Credit Agreement, dated as of October 4, 2004.*
10.6	Pledge Agreement, dated as of October 4, 2004, among Jostens IH Corp., Jostens Secondary Holdings Corp., each of the subsidiaries of Jostens IH Corp. listed on Schedule 1 thereto and Credit Suisse First Boston, as administrative agent for the lenders from time to time party to the Credit Agreement, dated as of October 4, 2004.*

II-21

10.7	Canadian Pledge Agreement, dated as of October 4, 2004, between Jostens Canada Ltd. and Credit Suisse First Boston Toronto Branch, as Canadian administrative agent for the lenders from time to time parties to the Credit Agreement, dated as of October 4, 2004.*
10.8	Trademark Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., the subsidiaries of Jostens IH Corp. listed on Schedule I thereto and Credit Suisse First Boston, as administrative agent.*
10.9	Patent Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., the subsidiaries of Jostens IH Corp. listed on Schedule I thereto and Credit Suisse First Boston, as administrative agent.*
10.10	Copyright Security Agreement, dated as of October 4, 2004, among Jostens Secondary Holdings Corp., Jostens IH Corp., the subsidiaries of Jostens IH Corp. listed on Schedule I thereto and Credit Suisse First Boston, as administrative agent.*
10.11	Stock Purchase and Stockholders' Agreement, dated as of September 3, 2003, among Jostens Holding Corp., Jostens IH Corp. and the stockholders party thereto. Incorporated by reference to Exhibit 10.3 contained in Jostens Holding Corp.'s Report on Form 10-K filed on April 28, 2004.
10.12	Stock Purchase Agreement among Von Hoffmann Corporation, The Lehigh Press, Inc. and the shareholders of The Lehigh Press Inc., dated September 5, 2003. Incorporated by reference to Exhibit 2.1 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Report on Form 10-Q, filed on November 10, 2003.
10.13	Jostens, Inc. Executive Severance Pay Plan—2003 Revision, effective February 26, 2003. Incorporated by reference to Exhibit 10.9 contained in Jostens' Form 10-K filed on April 1, 2004.
10.14	Management Stock Incentive Plan established by Jostens, Inc., dated as of May 10, 2000. Incorporated by reference to Exhibit 10.24 contained in Jostens, Inc.'s on Form S-4, filed April 7, 2000.
10.15	Form of Contract entered into with respect to Executive Supplemental Retirement Plan. Incorporated by reference to Jostens, Inc.'s on Form 8, dated May 2, 1991.
10.16	2004 Stock Option Plan for Key Employees of Jostens Holding Corp. and its Subsidiaries, dated as of October 4, 2004.**
10.17	Employment Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.17 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.18	Management Stockholder's Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.19 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.19	Restricted Stock Award Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.20 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.20	Sale Participation Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.21 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.21	Stock Option Agreement, dated as of October 4, 2004, between Jostens Holding Corp. and Marc Reisch. Incorporated by reference to Exhibit 10.22 contained in Jostens Holding Corp.'s Form S-4/A (file no. 333-112055), filed on November 10, 2004.
10.22	Employment Agreement, dated as of January 31, 2002, between Von Hoffmann Corporation and Robert Mathews. Incorporated by reference to Exhibit 10.1 contained in Von Hoffmann Holdings Inc. and Von Hoffmann Corporation's Registration Statement on Form S-1 (file no. 333-90992), dated June 21, 2002.
12	Computation of Ratio of Earnings to Fixed Charges.**
21	Subsidiaries of Jostens IH Corp*
23.1	Consent of Ernst & Young LLP.*
23.2	Consent of PricewaterhouseCoopers LLP relating to Jostens, Inc.*

II-22

23.3	Consent of PricewaterhouseCoopers LLP relating to AHC I Acquisition Corp.*
23.4	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 hereto).
23.5	Consent of Paula R. Johnson, General Counsel of Jostens, Inc. (included as part of her opinion filed as Exhibit 5.2 hereto).
23.6	Consent of Cozen O'Connor (included as part of its opinion filed as Exhibit 5.3 hereto).
24.1	Power of Attorney (included on signature page).
25.1	Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee.*
99.1	Form of Letter of Transmittal.*
99.2	Form of Notice of Guaranteed Delivery.*
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
99.4	Form of Letter to Beneficial Holders.*

*

Filed herewith.

**

To be filed by amendment.

II-23

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TABLE OF ADDITIONAL REGISTRANT GUARANTORS
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
INDUSTRY AND MARKET DATA
SUMMARY
Our Company
Business Strengths
Business Strategy
The Transactions
Ownership and Corporate Structure
The Offering
Summary of Terms of the Exchange Notes
Summary Supplemental and Pro Forma Consolidated Financial Data
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
THE TRANSACTIONS
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JOSTENS IH CORP. Unaudited Pro Forma Condensed Consolidated Balance Sheet
JOSTENS IH CORP. Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet (In thousands)
JOSTENS IH CORP. Unaudited Pro Forma Condensed Consolidated Statement of Income Fiscal Year 2003
JOSTENS IH CORP. Unaudited Pro Forma Condensed Consolidated Statement of Income
JOSTENS IH CORP. Unaudited Pro Forma Condensed Consolidated Statement of Income
JOSTENS IH CORP. Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income (In thousands)
SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
Summary Compensation Table
PRINCIPAL SHAREHOLDERS
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE NOTES
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Report of Independent Auditors
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES STATEMENTS OF OPERATIONS
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES BALANCE SHEETS
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS
Condensed Consolidating Statement of Operations Five Months 2003
Condensed Consolidating Statement of Operations Seven Months 2003
Condensed Consolidating Statement of Operations 2002
Condensed Consolidating Statement of Operations 2001
Condensed Consolidating Balance Sheet 2003
Condensed Consolidating Balance Sheet 2002
Condensed Consolidated Statements of Cash Flows Five Months 2003
Condensed Consolidated Statements of Cash Flows Seven Months 2003
Condensed Consolidated Statements of Cash Flows 2002
Condensed Consolidated Statements of Cash Flows 2001
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
JOSTENS IH CORP. AND SUBSIDIARIES, VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES, AND AHC I ACQUISITION CORP. AND SUBSIDIARIES NOTES TO CONDENSED FINANCIAL STATEMENTS
CONDENSED COMBINING STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended July 3, 2004
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended June 28, 2003
CONDENSED COMBINING BALANCE SHEETS (UNAUDITED) July 3, 2004
CONDENSED COMBINING BALANCE SHEETS (UNAUDITED) January 3, 2004
CONDENSED COMBINING STATEMENTS OF CASH FLOW (UNAUDITED) Six Months Ended July 3, 2004
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW (UNAUDITED) Six Months Ended June 28, 2003
Report of Independent Registered Public Accounting Firm
Report of Independent Auditors
JOSTENS IH CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
JOSTENS IH CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JOSTENS IH CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
JOSTENS IH CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
JOSTENS IH CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JOSTENS IH CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
JOSTENS IH CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JOSTENS IH CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
JOSTENS IH CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES Consolidated Statement of Operations (In thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (In thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
Report Of Independent Auditors
AHC I ACQUISITION CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
AHC I ACQUISITION CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
AHC I ACQUISITION CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AHC I ACQUISITION CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
AHC I ACQUISITION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in thousands, except share and per share information
Balance Sheets
Statements of Income
Statements of Stockholder's Equity
Statements of Cash Flows
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-3.1

Exhibit 3.1

AMENDED & RESTATED

CERTIFICATE OF INCORPORATION

OF

RING IH CORP.

Ring IH Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

WHEREAS, The name of the corporation is Ring IH Corp. (the “Corporation”) and the Corporation was originally incorporated pursuant to the General Corporation Law on July 21, 2003;

WHEREAS,  The Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of the Corporation, declaring said amendment and restatement to be advisable and in the best interests of the Corporation and its stockholders, and the stockholders of the Corporation have duly approved the amendment and restatement of the Certificate of Incorporation;

RESOLVED, that pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation amends and restates in its entirety the provisions of the Certificate of Incorporation of the Corporation as follows:

FIRST:  The name of the Corporation is Jostens IH Corp.

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware, 19901.  The name of the registered agent of the Corporation in the State of Delaware at such address is National Corporate Research, Ltd.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is 301,000,$ 0.01 par value per share, of which (i) 1,000 shares are designated Common Stock and (ii) 300,000 shares shall be preferred stock (“Preferred Stock”).  The Board is expressly authorized to provide for the issue of all or any shares of Preferred Stock, in one or more series, and to fix for each such series the designation of such series and such voting powers, full or limited, if any, and the relative rights and preferences of such series (including, without limitation, participating, optional, conversion or other special rights, if any), and such qualifications, limitations or restrictions thereof (including, without limitation, any obligations to sell all or a part of any such series to the Corporation pursuant to any redemption rights of the Corporation), if any, as shall be stated and expressed in the resolution or resolutions adopted by the

Board providing for the establishment of such series and as may otherwise be permitted by law.

FIFTH:  The name and mailing address of the incorporator are Anthony Taylor, c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153.

SIXTH:  In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in these articles of incorporation, by-laws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any by-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon.  Election of directors need not be by written ballot.

SEVENTH:  (a)   A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit.  Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)           The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

(c)           To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d)           Expenses incurred by an officer, director, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article, and the Corporation may adopt By-laws or enter into agreements with such persons for the purpose of providing for such advances.

(e)           The indemnification permitted by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

(f)            The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or otherwise.

IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation on this 29th day of July, 2003.

/s/ David Wittels

David Wittels

President

EX-3.2

Exhibit 3.2

BY-LAWS

OF

RING IH CORP.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.             Annual Meetings.  The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.             Special Meetings.  Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order.  Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.             Notice of Meetings.  Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than ten (10) nor more than sixty (60) days prior to the meeting.  Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.             Stockholder Lists.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5.             Quorum.  Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy.  At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy.  If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained.  When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.             Organization.  Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting.  The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.             Voting; Proxies; Required Vote.  (a)  At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact, and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws.  At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect.  Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b)           Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation.  Prompt notice of the taking of corporate

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action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.             Inspectors.  The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.             General Powers.  The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.             Qualification; Number; Term; Remuneration.  (a)  Each director shall be at least 18 years of age.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors constituting the entire Board shall be between one (1) and ten (10), the exact number fixed from time to time by affirmative vote of a majority of the Directors then in office, but with an initial number of three (3), one of whom may be selected by the Board to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)           Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c)           Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each

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meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3.             Quorum and Manner of Voting.  Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice.  The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.             Places of Meetings.  Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.             Annual Meeting.  Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.  Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.             Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine.  Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.             Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or by a majority of the directors then in office.

SECTION 8.             Notice of Meetings.  A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting.

SECTION 9.             Organization.  At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside.  The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

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SECTION 10.           Resignation.  Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation.  Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.           Vacancies.  Unless otherwise provided in these By-laws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.           Action by Written Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.             Appointment.  From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.             Procedures, Quorum and Manner of Acting.  Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors.  Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee.  Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.             Action by Written Consent.  Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

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SECTION 4.             Term; Termination.  In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

SECTION 1.             Election and Qualifications.  The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper.  Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President.  Any two or more offices may be held by the same person except the offices of President and Secretary.

SECTION 2.             Term of Office and Remuneration.  The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors.  Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.  The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.             Resignation; Removal.  Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation.  Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4.             Chairman of the Board.  The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.             President and Chief Executive Officer.  The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office.  The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees;  and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

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SECTION 6.             Vice-President.  A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7.             Treasurer.  The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.             Secretary.  The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.             Assistant Officers.  Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.             Location.  The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine.  The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.             Addresses of Stockholders.  Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.             Fixing Date for Determination of Stockholders of Record.  (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b)           In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

SECTION 1.             Certificates; Signatures.  The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.  Any and all signatures on any such certificate may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect

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as if he were such officer, transfer agent or registrar at the date of issue.  The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.             Transfers of Stock.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.             Fractional Shares.  The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.             Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of

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the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized.  Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine.  The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.  Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.             Bank Accounts and Drafts.  In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.             Contracts.  The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.             Proxies; Powers of Attorney; Other Instruments.  The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation.  The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person.  The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.             Financial Reports.  The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Amendments

The Board of Directors shall have power to adopt, amend or repeal By-laws.  By-laws adopted by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders, and the stockholders may prescribe that any By-law made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.6

Exhibit 3.6

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VON HOFFMANN HOLDINGS INC.

Von Hoffmann Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Corporation”), hereby certifies as follows:

1.  The name of the Corporation is Von Hoffmann Holdings Inc.  The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 17, 1998 and amended on February 22, 2002.

2.             This Amended and Restated Certificate of Incorporation, which amends and restates the Certificate of Incorporation in its entirety, was duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

3.  The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

FIRST:  The name of the Corporation (which is hereinafter referred to as the “Corporation”) is Von Hoffmann Holdings Inc.

SECOND:  The registered office and registered agent of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01.

FIFTH:  The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the Bylaws of the Corporation.

SIXTH:  In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in these articles of incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any bylaws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon.

SEVENTH:  (a)  A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the

Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit.  Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article SEVENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)   The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this Article SEVENTH, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Expenses incurred by an officer, director, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article SEVENTH, and the Corporation may adopt bylaws or enter into agreements with such persons for the purpose of providing for such advances.

The indemnification permitted by this Article SEVENTH shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation,

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or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article SEVENTH or otherwise.

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be signed by Marie Hlavaty, Senior Vice President, General Counsel and Secretary of the Corporation on November 10, 2004.

VON HOFFMANN HOLDINGS INC.
By:	/s/ Marie Hlavaty
	Name: Marie Hlavaty
	Title:  Senior Vice President, General Counsel and Secretary

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EX-3.15

Exhibit 3.15

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

H&S GRAPHICS, INC.

H&S Graphics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”), does hereby certify pursuant to Section 242 of the DGCL:

FIRST:  That, on July 30, 2004, the Board of Directors of the Corporation duly adopted resolutions setting forth the proposed amendment to the Certificate of Incorporation of the Corporation, declaring such amendment advisable, and submitted the amendment to the sole stockholder of the Corporation for consideration thereof.  The resolutions setting forth the proposed amendment are as follows:

RESOLVED, that the Board of Directors of the Corporation deems it advisable and in the best interest of the Corporation to amend the Corporation’s Certificate of Incorporation in order to change the name of the Corporation to “Anthology, Inc.”; and further

RESOLVED, that Article FIRST of the Certificate of Incorporation of the Corporation be amended and restated in its entirety, so that, as amended, said Article FIRST shall be and read as follows:

“FIRST:The name of the Corporation (which is hereinafter referred to as the “Corporation”) is:

Anthology, Inc.”

SECOND:That, in lieu of a meeting and vote of stockholders and in accordance with Section 228 of the DGCL, by Written Consent, dated July 30, 2004, the holders of a majority of the outstanding shares of common stock entitled to vote thereon, and a majority of the holders of each class of stock entitled to vote thereon as a class, voted in favor of the amendment.

THIRD:That the aforesaid amendment to the Certificate of Incorporation of the Corporation was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

FOURTH:That the aforesaid amendment to the Corporation’s Certificate of Incorporation shall be effective on July 30, 2004, following the filing by the Corporation of this Certificate of Amendment with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its Senior Vice President this 30th day of July, 2004.

H&S GRAPHICS, INC.
By:	/s/ Gary C. Wetzel
	Gary C. Wetzel
	Senior Vice President

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EX-3.17

Exhibit 3.17

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

AHC I ACQUISITION CORP.

AHC I Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Corporation”), hereby certifies as follows:

1.             The name of the Corporation is AHC I Acquisition Corp.  The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on November 14, 1997 and amended on December 15, 1997, September 11, 2002 and February 18, 2004.

2.             This Amended and Restated Certificate of Incorporation, which amends and restates the Certificate of Incorporation in its entirety, was duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

3.             The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

FIRST:  The name of the Corporation (which is hereinafter referred to as the “Corporation”) is AHC I ACQUISITION CORP.

SECOND:  The registered office and registered agent of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01.

FIFTH:  The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the Bylaws of the Corporation.

SIXTH:  In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in these articles of incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any bylaws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon.

SEVENTH:  (a)  A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary

duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit.  Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article SEVENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)   The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this Article SEVENTH, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Expenses incurred by an officer, director, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article SEVENTH, and the Corporation may adopt bylaws or enter into agreements with such persons for the purpose of providing for such advances.

The indemnification permitted by this Article SEVENTH shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

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The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article SEVENTH or otherwise.

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be signed by Marie Hlavaty, Vice President, General Counsel and Secretary of the Corporation on November 10, 2004.

AHC I ACQUISITION CORP.
By:	/s/ Marie Hlavaty
	Name: Marie Hlavaty
	Title:  Vice President, General Counsel and Secretary

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EX-3.18

Exhibit 3.18

BYLAWS

OF

AHC I ACQUISITION CORP.

A Delaware Corporation

TABLE OF CONTENTS

	ARTICLE ONE:   OFFICES
1.1	Registered Office and Agent
1.2	Other Offices
	ARTICLE TWO:   MEETINGS OF STOCKHOLDERS
2.1	Annual Meeting
2.2	Special Meeting
2.3	Place of Meetings
2.4	Notice
2.5	Voting List
2.6	Quorum
2.7	Required Vote; Withdrawal of Quorum
2.8	Method of Voting Proxies
2.9	Record Date
2.10	Conduct of Meeting
2.11	Inspectors
	ARTICLE THREE:   DIRECTORS
3.1	Management
3.2	Number; Qualifications; Election; Term
3.3	Change in Number
3.4	Removal
3.5	Vacancies
3.6	Meetings of Directors
3.7	First Meeting
3.8	Election of Officers
3.9	Regular Meetings
3.10	Special Meetings
3.11	Notice
3.12	Quorum; Majority Vote
3.13	Procedure
3.14	Presumption of Assent
3.15	Compensation
	ARTICLE FOUR:   COMMITTEES
4.1	Designation
4.2	Number; Qualification; Term
4.3	Authority
4.4	Committee Changes

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4.5	Alternate Members of Committees
4.6	Regular Meetings
4.7	Special Meetings
4.8	Quorum; Majority Vote
4.9	Minutes
4.10	Compensation
4.11	Responsibility
	ARTICLE FIVE:   NOTICE
5.1	Method
5.2	Waiver
	ARTICLE SIX:   OFFICERS
6.1	Number; Titles; Terms of Office
6.2	Removal
6.3	Vacancies
6.4	Authority
6.5	Compensation
6.6	Chairman of the Board
6.7	President
6.8	Vice Presidents
6.9	Treasurer
6.10	Assistant Treasurers
6.11	Secretary
6.12	Assistant Secretaries
	ARTICLE SEVEN:   CERTIFICATES AND SHAREHOLDERS
7.1	Certificates for Shares
7.2	Replacement of Lost or Destroyed Certificates
7.3	Transfer of Shares
7.4	Registered Stockholders
7.5	Regulations
7.6	Legends
	ARTICLE EIGHT:   MISCELLANEOUS PROVISIONS
8.1	Dividends
8.2	Reserves
8.3	Books and Records
8.4	Fiscal Year
8.5	Seal
8.6	Resignations
8.7	Securities of Other Corporations
8.8	Telephone Meetings
8.9	Action Without a Meeting

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8.10	Invalid Provisions
8.11	Mortgages
8.12	Headings
8.13	References
8.14	Amendments

iii

BYLAWS

OF

AHC I ACQUISITION CORP.

A Delaware Corporation

PREAMBLE

These bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) and the certificate of incorporation of Arcade Acquisition Corp., a Delaware corporation (the “Corporation”).  In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Delaware General Corporation Law or the provisions of the certificate of incorporation of the Corporation, such provisions of the Delaware General Corporation Law or the certificate of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE ONE:  OFFICES

1.1Registered Office and Agent.  The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the Scare of Delaware.

1.2Other Offices.  The Corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or as the business of the Corporation may require.

ARTICLE TWO:  MEETINGS OF STOCKHOLDERS

2.1Annual Meeting.  An annual meeting of stockholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting.  At such meeting, the stockholders shall elect directors and transact such other business as may properly be brought before the meeting.

2.2Special Meeting.  A special meeting of the stockholders may be called at any time by the Chairman of the Board, the President, the board of directors, and shall be called by the President or the Secretary at the request in writing of the stockholders of record of not less than ten percent of all shares entitled to vote at such meeting or as otherwise provided by the certificate of incorporation of the Corporation.  A special meeting shall be held on such date and at such time as shall be designated by the person(s) calling the meeting and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting.  Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting or in a duly executed waiver of notice of such meeting.

2.3Place of Meetings.  An annual meeting of stockholders may be held at any place within or without the State of Delaware designated by the board of directors.  A special meeting

of stockholders may be held at any place within or without the State of Delaware designated in the notice of the meeting or a duly executed waiver of notice of such meeting.  Meetings of stockholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

2.4Notice.  Written or printed notice stating the place, day, and time of each meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person(s) calling the meeting, to each stockholder of record entitled to vote at such meeting.  If such notice is to be sent by mail, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a writer request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address.  Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy.

2.5Voting List.  At least ten days before each meeting of stockholders, the Secretary or other officer of the Corporation who has charge of the Corporation’s stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by the board of directors, shall prepare a complete list of stockholders entitled to vote thereat, arranged in alphabetical order and showing the address of each stockholder and number of shares registered in the name of each stockholder.  For a period of ten days prior to such meeting, such list shall be kept on file at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or, if not so specified, at the place where the meeting is to be held and shall be open to examination by any stockholder during ordinary business hours.  Such list shall be produced at such meeting and kept at the meeting at all times during such meeting and may be inspected by any stockholder who is present.

2.6Quorum.  The holders of a majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by law, the certificate of incorporation of the Corporation, or these bylaws.  If a quorum shall not be present, in person or by proxy, at any meeting of stockholders, the stockholders entitled to vote thereat who are present, in person or by proxy, or, if no stockholder entitled to vote is present, any officer of the Corporation may adjourn the meeting from time to time, without notice other than announcement at the meeting (unless the board of directors, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum shall be present, in person or by proxy.  At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present; provided that, if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

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2.7Required Vote; Withdrawal of Quorum.  When a quorum is present at any meeting, the vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before such meeting, unless the question is one on which, by express provision of statute, the certificate of incorporation of the Corporation, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.8Method of Voting Proxies.  Except as otherwise provided in the certificate of incorporation of the Corporation or by law, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.  Elections of directors need not be by written ballot.  At any meeting of stockholders, every stockholder having the right to vote may vote either in person or by a proxy executed in writing by the stockholder or by his duly limited attorney-in-fact.  Each such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.  No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy.  If no date is stated in a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted.  Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law.

2.9Record Date.  (a)  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, for any such determination of stockholders, such date in any case to be not more than 60 days and not less than ten days prior to such meeting nor more than 60 days prior to any other action.  If no record date is fixed:

(i)The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(ii)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

(iii)A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

(b)in order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date,

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which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law or these bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office in the State of Delaware, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by law or these bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

2.10Conduct of Meeting.  The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the President shall preside at all meetings of stockholders.  The Secretary shall keep the records of each meeting of stockholders.  In the absence or inability to act of any such officer, such officer’s duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these bylaws or by some person appointed by the meeting.

2.11Inspectors.  The board of directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof.  If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them.  No director or candidate for the office of director shall act as an inspector of an election of directors.  Inspectors need not be stockholders.

ARTICLE THREE:  DIRECTORS

3.1Management.   The business and property of the Corporation shall be managed by the board of directors.  Subject to the restrictions imposed by law, the certificate of incorporation of the Corporation, or these bylaws, the board of directors may exercise all the powers of the Corporation.

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3.2Number; Qualifications; Election; Term.  The number of directors which shall constitute the entire board of directors shall be not less than one.  The first board of directors shall consist of the number of directors named in the certificate of incorporation of the Corporation or, if no directors are so named, shall consist of the number of directors elected by the incorporator(s) at an organizational meeting or by unanimous written consent in lieu thereof.  Thereafter, within the limits above specified, the number of directors which shall constitute the entire board of directors shall be determined by resolution of the board of directors or by resolution of the stockholders at the annual meeting thereof or at a special meeting thereof called for that purpose.  Except as otherwise required by law, the certificate of incorporation of the Corporation, or these bylaws, the directors shall be elected at an annual meeting of stockholders at which a quorum is present.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors.  Each director so chosen shall hold office until the first annual meeting of stockholders held after his election and until his successor is elected and qualified or, if earlier, until his death, resignation, or removal from office.  None of the directors need be a stockholder of the Corporation or a resident of the State of Delaware.  Each director must have attained the age of majority.

3.3Change in Number.  No decrease in the number of directors constituting the entire board of directors shall have the effect of shortening the term of any incumbent director.

3.4Removal.  Except as otherwise provided in the certificate of incorporation of the Corporation or these bylaws, at any meeting of stockholders called expressly for that purpose, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of directors; provided, however, that so long as stockholders have the right to cumulate votes in the election of directors pursuant to the certificate of incorporation of the Corporation, if less than the entire board of directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors.

3.5Vacancies.  Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until the first annual meeting of stockholders held after his election and until his successor is elected and qualified or, if earlier, until his death, resignation, or removal from office.  If there are no directors in office, an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly-created directorship, the directors then in office shall constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly-created directorships or to replace the directors chosen by the directors then in office.  Except as otherwise provided to these bylaws, when one or more directors shall resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or

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resignations shall become effective, and each director so chosen shall hold office as provided in these bylaws with respect to the filling of other vacancies.

3.6Meetings of Directors.   The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by stature, in such place or places within or without the State of Delaware as the board of directors may front time to time determine or as shall be specified to the notice of such meeting or duly executed waiver of notice of such meeting.

3.7First Meeting.  Each newly elected board of directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of stockholders, and no notice of such meeting shall be necessary.

3.8Election of Officers.  At the first meeting of the board of directors after each annual meeting of stockholders at which a quorum shall be present, the board of directors shall elect the officers of the Corporation.

3.9Regular Meetings.  Regular meetings of the board of directors shall be held at such times and places as shall be designated from time to time by resolution of the board of directors.  Notice of such regular meetings shall not be required.

3.10Special Meetings.  Special meetings of the board of directors shall be held whenever called by the Chairman of the Board, the President, or any director.

3.11Notice.  The Secretary shall give notice of each special meeting to each director at least 24 hours before the meeting.  Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

3.12Quorum; Majority Vote.  At all Meetings of the board of directors, a majority of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business.  If at any meeting of the board of directors there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice.  Unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the board of directors.  At any time that the certificate of incorporation of the Corporation provides that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.

3.13Procedure.  At meetings of the board of directors, business shall be transacted in such order as from time to time the board of directors may determine.  The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the President shall preside at all meetings of the board of directors.  In

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the absence or inability to act of either such officer, a chairman shall be chosen by the board of directors from among the directors present.  The Secretary of the Corporation shall act as the secretary of each meeting of the board of directors unless the board of directors appoints another person to act as secretary of the meeting.  The board of directors shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

3.14Presumption of Assent.  A director of the Corporation who is present at the meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by a certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

3.15Compensation.  The board of directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the board of directors or any committee thereof; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

ARTICLE FOUR:  COMMITTEES

4.1Designation.  The board of directors may, by resolution adopted by a majority of the entire board of directors, designate one or more committees.

4.2Number; Qualification; Term.  Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire board of directors.  The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire board of directors.  Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director or (iii) his removal as a committee member or as a director.

4.3Authority.  Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors in the management of the business and property of the Corporation except to the extent expressly restricted by law, the certificate of incorporation of the Corporation, or these bylaws.

4.4Committee Changes.  The board of directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

4.5Alternate Members of Committees.  The board of directors may designate one or more directors as alternate members of any committee.  Any such alternate member may replace any absent or disqualified member at any meeting of the committee.  If no alternate committee members have been so appointed to a committee or each such alternate committee member is absent or disqualified, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously

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appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

4.6Regular Meetings.  Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

4.7Special Meetings.  Special meetings of any committee may be held whenever called by any committee member.  The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting.  Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

4.8Quorum; Majority Vote.  At meetings of any committee, a majority of the number of members designated by the board of directors shall constitute a quorum for the transaction of business.  If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.  The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws.

4.9Minutes.  Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the board of directors upon the request of the board of directors.  The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.

4.10Compensation.  Committee members may, by resolution of the board of directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

4.11Responsibility.  The designation of any committee and the delegation of authority to it shall not operate to relieve the board of directors or any director of any responsibility imposed upon it or such director by law.

ARTICLE FIVE:  NOTICE

5.1Method.  Whenever by statute, the certificate of incorporation of the Corporation, or these bylaws, notice is required to be given to any committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such committee member, director, or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (b) by any other method permitted by law (including but not limited to overnight courier service, telegram, telex, or telefax).  Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid.  Any notice required or permitted to be given by overnight courier service shall be deemed to be

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delivered and given at the time delivered to such service with all charges prepaid and addressed as aforesaid.  Any notice required or permitted to be given by telegram, telex, or telefax shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid.

5.2Waiver.  Whenever any notice its required to be given to any stockholder, director, or committee member of the Corporation by statute, the certificate of incorporation of the Corporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE SIX:  OFFICERS

6.1Number; Titles; Terms of Office.  The officers of the Corporation shall be a President, a Secretary, and such other officers as the board of directors may from time to time elect or appoint, including a Chairman of the Board, one or more Vice Presidents (with each Vice President to have such descriptive title, if any, as the board of directors shall determine), and a Treasurer.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified, until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.  Any two or more offices may be held by the same person.  None of the officers need be a stockholder or a director of the Corporation or a resident of the State of Delaware.

6.2Removal.  Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

6.3Vacancies.  Any vacancy occurring in any office of the Corporation (by death, resignation, removal, or otherwise) may be filled by the board of directors.

6.4Authority.  Officers shall have such authority and perform such duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the board of directors not inconsistent with these bylaws.

6.5Compensation.  The compensation, if any, of officers and agents shall be fixed from time to time by the board of directors; provided, however, that the board of directors may delegate the power to determine the compensation of any officer and agent (other than the officer to whom such power is delegated) to the Chairman of the Board or the President.

6.6Chairman of the Board.  The Chairman of the Board, if elected by the board of directors, shall have such powers and duties as may be prescribed by the board of directors.  Such officer shall preside at all meetings of the stockholders and of the board of directors.  Such officer may sign all certificates for shares of stock of the Corporation.

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6.7President.  The President shall be the chief executive officer of the Corporation and, subject to the board of directors, he shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities.  If the board of directors has not elected a Chairman of the Board or in the absence or inability to act of the Chairman of the Board, the President shall exercise all of the powers and discharge all of the duties of the Chairman of the Road.  As between the Corporation and third parties, any action taken by the President in the performance of the duties of the Chairman of the Board shall be conclusive evidence that there is no Chairman of the Board or that the Chairman of the Board is absent or unable to act.

6.8Vice Presidents.  Each Vice President shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, or the President, and (in order of their seniority as determined by the board of directors or, in the absence of such determination, as determined by the length of time they have held the office of Vice President) shall exercise the powers of the President during that officer’s absence or inability to act.  As between the Corporation and third parties, any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken.

6.9Treasurer.  The Treasurer shall have custody of the Corporation’s funds and securities, shall keep full and accurate account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the board of directors, and shall perform such other duties as may be prescribed by the board of directors, the Chairman of the Board, or the President.

6.10Assistant Treasurers.  Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, or the President. The Assistant Treasurers (in the order of their seniority as determined by the board of directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

6.11Secretary.  Except as otherwise provided in these bylaws, the Secretary shall keep the minutes of all meetings of the board of directors and of the stockholders in books provided for that purpose, and he shall attend to the giving and service of all notices.  He may sign with the Chairman of the Board or the President, in the name of the Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto.  He may sign with the Chairman of the Board or the President all certificates for shares of stock of the Corporation, and he shall have charge of the certificate books, transfer books, and stock papers as the board of directors may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during business hours.  He shall in general perform all duties incident to the office of the Secretary, subject to the control of the board of directors, the Chairman of the Board, and the President.

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6.12Assistant Secretaries.  Each Assistant Secretary shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, or the President.  The Assistant Secretaries (in the order of their seniority as determined by the board of directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officer’s absence or inability to act.

ARTICLE SEVEN:  CERTIFICATES AND SHAREHOLDERS

7.1Certificates for Shares.   Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the board of directors.  The certificates shall be signed by the Chairman of the Board or the President or a Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer.  Any and all signatures on the certificate may be a facsimile and may be sealed with the seal of the Corporation or a facsimile thereof.  If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they arc issued and shall exhibit the holder’s name and the number of shares.

7.2Replacement of Lost or Destroyed Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates representing shares to be lost or destroyed.  When authorizing such issue of a new certificate or certificates the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

7.3Transfer of Shares.  Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel die old certificate, and record the transaction upon its books.

7.4Registered Stockholders.  The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

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7.5Regulations.  The board of directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation.

7.6Legends.  The board of directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the board of directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE EIGHT:  MISCELLANEOUS PROVISIONS

8.1Dividends.  Subject to provisions of law and the certificate of incorporation of the Corporation, dividends may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation.  Such declaration and payment shall be at the discretion of the board of directors.

8.2Reserves.  There may be created by the board of directors out of funds of the Corporation legally available therefor such reserve or reserves as the directors from time to time, in their discretion, consider proper to provide for contingencies, to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the board of directors shall consider beneficial to the Corporation, and the board of directors may modify or abolish any such reserve in the manner in which it was created.

8.3Books and Records.  The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its stockholders and board of directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

8.4Fiscal Year.  The fiscal year of the Corporation shall be fixed by the board of directors; provided, that if such fiscal year is not fixed by the board of directors and the selection of the fiscal year is not expressly deferred by the board of directors, the fiscal year shall be the calendar year.

8.5Seal.  The seal of the Corporation shall be such as from time to time may be approved by the board of directors.

8.6Resignations.  Any director, committee member, or officer may resign by so stating at any meeting of the board of directors or by giving written notice to the board of directors, the Chairman of the Board, the President, or the Secretary.  Such resignation shall, take effect at the time specified therein or, if no time is specified therein, immediately upon its receipt.  Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

8.7Securities of Other Corporations.  The Chairman of the Board, the President, or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer

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which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect co any such securities.

8.8Telephone Meetings.  Stockholders (acting for themselves or through a proxy), members of the board of directors, and members of a committee of the board of directors may participate in and hold a meeting of such stockholders, board of directors, or committee by means of a conference telephone or similar communications equipment by means of which persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

8.9Action Without a Meeting.  (a)  Unless otherwise provided in the certificate of incorporation of the Corporation, any action required by the Delaware General Corporation Law to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders (acting for themselves or through a proxy) of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the holders of all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Every written consent of stockholders shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 8.9(a) to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested.

(b)Unless otherwise restricted by the certificate of incorporation of the Corporation or, by these bylaws, any action required or permitted to be taken at a meeting of the board of directors, or of any committee of the board of directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors or all the committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a vote of such directors or committee members, as the case may be, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person.  Such consent or consents shall be filed with the minutes of proceedings of the board or committee, as the case may be.

8.10Invalid Provisions.  If any part of these bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative.

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8.11Mortgages.  With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the board of directors authorizing such execution expressly state that such attestation is necessary.

8.12Headings.  The headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

8.13References.  Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate.

8.14Amendments.  These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the stockholders or by the board of directors at any regular meeting of the stockholders or the board of directors or at any special meeting of the stockholders or the board of directors if notice of such alteration, amendment, repeal, or adoption of new bylaws be contained in the notice of such special meeting.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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The undersigned, the Secretary of the Corporation, hereby certifies that the foregoing bylaws were adopted by unanimous consent by the directors of the Corporation as of December 1, 1997.

/s/ David Wittels

David Wittels, Secretary

EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

Of

IST, CORP.

FIRST:  The name of the Corporation is

IST, Corp.

SECOND:  The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, including, without limitation, to invest in other entities.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is 1,000 shares of common stock of the par value of $.001 per share, all of the same class.

FIFTH:  The name and mailing address of the incorporator is Roger D. Bailey, 1800 Republic Centre, 633 Chestnut Street, Chattanooga, Tennessee  37450-1800.

SIXTH:  Election of directors need not be by written ballot.

SEVENTH:  In furtherance of, and not in limitation of the powers conferred by statute, the Board of Directors is authorized to adopt, amend, or repeal bylaws of the Corporation.

EIGHTH:  No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.  If the Delaware General Corporation law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.  Any repeal or modification of this section EIGHTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH:  The corporation shall have the power to indemnify its directors to the fullest extent permitted by law.

IN WITNESS WHEREOF, I have made, signed and sealed this Certificate of Incorporation this 29th day of November, 2001.

/s/ Roger D. Bailey

Roger D. Bailey

Incorporator

EX-3.24

Exhibit 3.24

BY-LAWS

OF

IST, CORP.

ARTICLE I - OFFICES

Section 1.  Registered Office.  The principal place of business in Delaware of the Corporation’s registered agent in that state shall be the Corporation’s registered office.

Section 2.  Other Offices.  The Corporation may also have offices and places of business at such other places, within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1.  Time and Place.  All meetings of stockholders shall be held at such time and place, whether within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.  Annual Meeting.  An annual meeting of stockholders shall be held on such date, not less than 60 nor more than 120 days after the end of the Corporation’s last preceding fiscal year, as the Board of Directors shall prescribe.  At each annual meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 3.  Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board, or President, and shall be called by the Chairman of the Board, President or the Secretary at the request in writing of any one or more stockholders owning not less than 25% in amount of the shares of the Corporation issued and outstanding and entitled to vote.  Any such request shall state the purpose or purposes of the proposed meeting.

Section 4.  Notice of Meetings.  Written notice of each meeting of stockholders, stating the place, date and hour of the meeting, and in the case of a special meeting, specifying the purpose or purposes for which the meeting is called, and by or at whose direction such notice is being issued, shall be given in the manner prescribed by Article VI of these By-laws to each stockholder entitled to vote thereat, not less than 10 nor more than 60 days prior to the meeting, unless a different period is prescribed by law.

Section 5.  Quorum.  Except as otherwise provided by law or the Certificate of Incorporation, the holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of the stockholders.  A quorum which is present to organize a meeting shall not be broken by the subsequent withdrawal

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of one or more stockholders.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than an announcement at the meeting of the place, date and hour of the adjourned meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting which might have been transacted at the meeting as originally noticed; provided, that if any meeting if so adjourned for more than 30 days, or if after any such adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjournment shall be given to each stockholder entitled to vote thereat.

Section 6.  Vote Required.  At any meeting of stockholders at which a quorum is present, all elections of directors shall be determined by a plurality vote and all other matters shall be determined by the vote of the holders of a majority of the shares present in person or represented at such meeting and entitled to vote, unless the matter is one which by express provision of statute, the Certificate of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the determination of such matter.

Section 7.  Voting.  At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy.  Except as otherwise provided by law or the Certificate of Incorporation, each stockholder of record shall be entitled to one vote for every share of stock standing in his name on the books of the Corporation as of the record date for determining the stockholders entitled to notice of and to vote at such meeting.

Section 8.  Proxies.  Every proxy must be executed in writing by the stockholder or his duly authorized attorney-in-fact.  No proxy shall be valid after the expiration of three years from the date thereof, unless a longer period is provided for in the proxy.  Every proxy shall be revocable at the pleasure of the person executing it, or his legal representatives or assigns, except in those cases where an irrevocable proxy  permitted by law has been given.

Section 9.  Action by Written Consent.  Whenever by any provision of law, or of the Certificate of Incorporation or these By-Laws, the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting, prior notice thereof and vote of stockholders may be dispensed with if all the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken, or if the holders of shares of stock having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Where corporate action is taken in such manner by less than unanimous written consent, prompt written notice of the taking of such action shall be given to all stockholders who have not consented in writing thereto.

Section 10.  List of Stockholders.  A list of stockholders entitled to vote at any meeting of stockholders shall be compiled and made available for examination by any stockholder at least ten days before such meeting.  The list shall be in alphabetical order and show the address of each stockholder and the number of shares registered in his name.

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ARTICLE III - DIRECTORS

Section 1.  Board of Directors.  The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things on its behalf as are not, by statute or by the Certificate of Incorporation or by these By-laws, directed or required to be exercised or done by the stockholders.

Section 2.  Number; Election and Tenure.  The number of directors constituting the whole Board of Directors shall be not less than one nor more than five as may from time to time be determined by resolution of the whole Board of Directors or by the stockholders as hereinafter provided.  The stockholders, at any meeting, regular or special, convened for the election of directors, shall have power to determine or redetermine the number of directors to be elected within the maximum and minimum limits above specified, and to elect the number of directors as so determined or redetermined.  The directors shall have power from time to time, when the stockholders as such are not assembled in a meeting, to increase or decrease their own number, within the maximum and minimum limits above specified from the number previously determined, provided that no such decrease would terminate or shorten the term of office of any director then in office.  If the number of directors be at any time increased by action of the Board of Directors, the additional directors may be elected by a majority of the directors in office at the time of the increase or if not so elected prior to the next meeting of stockholders convened for the election of directors they shall be elected by the shareholders.  Directors shall be elected at the annual meeting of the stockholders by a plurality of the votes cast in the election and except as provided in Section 4 of this Article III, each director shall be elected to serve until the expiration of the term for which he was elected and thereafter until his successor has been elected and has qualified.  Unless otherwise provided in the Certificate of Incorporation, the directors need not be stockholders and need not be residents of the State of Delaware.

Section 3.  Resignation and Removal.  Any director may resign at any time by written notice to the Corporation.  Any director or the whole Board of Directors may be removed for cause or without cause by vote of a majority of the stockholders at a special meeting called for that purpose.

Section 4.  Vacancies.  Any vacancy occurring in the Board of Directors by reason of the death, resignation, retirement, disqualification or removal from office of any director with or without cause or an increase in the number of directorships, or otherwise, may be filled by a majority of all of the directors then in office, although less than a quorum.  Each director elected to fill a vacancy shall serve until the expiration of the term of his predecessor or, if there is no predecessor, until the next succeeding annual meeting of stockholders and thereafter until his successor shall be duly elected and qualified, unless sooner displaced from office by resignation, removal or otherwise.  If in the event of any such vacancy, the directors remaining in office shall be unable, by majority vote, to fill such vacancy within 30 days of the occurrence thereof, the Chairman of the Board, President or Secretary shall call a special meeting of the stockholders at which such vacancy may be filled.

Section 5.  Interested Directors.  To the extent and under the circumstances permitted by law of the State of Delaware, no contract or other transaction between the Corporation and one

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or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, or are financially interested, shall be either void or voidable for this reason alone, or by reason that such director or directors are present at the meeting of the Board, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose.  Except as otherwise provided by statute, common or interested directors may be counted in determining the presence of a quorum or at a meeting of the Board, or of a committee, which authorizes any such contract or transaction.

Section 6.  Compensation.  The Board of Directors may from time to time fix the compensation of directors for their services in that capacity.  The compensation of a director may consist of an annual fee or a fee for attendance at each regular or special meeting of the Board of which such director is a member or a combination of fees of both types; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  The Board may also provide for the reimbursement to any director of expenses incurred in attending any meeting of the Board or any committee of the Board of which he is a member.

ARTICLE IV - MEETINGS OF THE BOARD

Section 1.  Time and Place.  The Board of Directors of the Corporation may hold meetings, both regular and special, at such time and place, within or without the State of Delaware, as shall be determined in accordance with these By-laws.

Section 2.  Annual Meeting.  The annual meeting of the Board of Directors shall be held for the election of officers and any other business as soon as practicable after the adjournment of the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order to constitute the meeting, provided a quorum shall be present.

Section 3.  Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined in advance by the Board.

Section 4.  Special Meetings.  Special meetings of the Board of Directors may be called by the President, and, at the request of any director, shall be called by the President or the Secretary.  Notice of each special meeting of directors stating the time and place, and, if deemed appropriate by the person or persons by whom or at whose request the meeting is being called, the purpose or purposes thereof, shall be given to each director, in the manner provided in Article VI of these By-Laws, at least 48 hours before such meeting.  The time and place of any special meeting of directors may also be fixed by a duly executed waiver of notice thereof.

Section 5.  Quorum.  At all meetings of the Board of Directors or of any committee of the Board a majority of the whole Board then in office or a majority of the whole membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors or members of the committee present at the time of the vote if a quorum is present shall be the act of the Board of Directors or such committee, except as may be otherwise specifically provided by law, or by the Certificate of

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Incorporation or these By-Laws.  If a quorum shall not be present at any meeting of the Board of Directors or any committee of the Board the members of the Board or any committee of the Board present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 6.  Participation in Meetings by Telephone.  Any one or more members of the Board of Directors or of any committee of the Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 7.  Consents.  Whenever by any provision of law or of the Certificate of Incorporation the vote of the Board of Directors or any committee thereof at any meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and the vote of the Board of Directors or such committee may be dispensed with, if all of the members of the Board of Directors or such committee who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE V - COMMITTEES OF THE BOARD

Section 1.  Designation.  The Board of Directors, by resolution adopted by a majority of the whole Board, may designate from among its members one or more committees each consisting of one or more directors and having such title as the Board may consider to be properly descriptive of its function, each of which, to the extent provided in such resolution, shall have all the authority of the Board in the management of the business and affairs of the Corporation.  However, no such committee shall have power or authority in reference to:

(a)           amending the Certificate of Incorporation;

(b)           adopting an agreement of merger or consolidation;

(c)           recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)           recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e)           amending these By-Laws;

and, unless expressly so provided by resolution of the Board, no such committee shall have power or authority in reference to:

(f)            declaring a dividend;

(g)           authorizing the issuance of stock of the Corporation of any class; or

(h)           adopting a certificate of ownership and merger.

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 A majority of any such committee shall constitute a quorum and may determine its action, and fix the time and place of its meetings unless the Board of Directors shall otherwise provide.  The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members of any meeting of such committee.

Section 2.  Tenure; Reports.  Each such committee shall serve at the pleasure of the Board.  It shall keep minutes of its meetings and report the same to the Board, and it shall observe such other procedures with respect to its meetings as are prescribed in these By-Laws or, to the extent not prescribed herein, as may be prescribed by the Board in the resolution appointing such committee.

ARTICLE VI - NOTICES

Section 1.  Form; Delivery.  Notices to directors and stockholders shall be in writing and may be delivered personally or by mail.  Notice by mail shall be deemed to be given at the time when deposited in the post office or a letter box, in a post-paid sealed wrapper, and addressed to directors or stockholders at their respective addresses appearing on the books or stock transfer records of the Corporation, unless any such director or stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed or delivered to some other address designated in such request.  Notice to directors may also be given by telegram or by leaving the notice at the residence or usual place of business of a director.

Section 2.  Waiver of Notice.  Whenever a notice is required to be given by statute, the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to such notice.  Attendance of a person at a meeting of stockholders, directors or any committee of directors, as the case may be, shall constitute a waiver of notice of such meeting, except where the person is attending for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular meeting of stockholders, directors or committee of directors need be specified in any written waiver of notice.

ARTICLE VII - OFFICERS

Section 1.  Executive Officers.  The executive officers of the Corporation shall be a President and a Secretary.  The Corporation may also have a Chairman of the Board, Treasurer and one or more Vice Presidents, in which case the Chairman of the Board, the Treasurer and each Vice President shall also be an executive officer.  Two or more offices, except those of President and Vice President and those of President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.  The executive officers of the Corporation shall be elected annually by the Board of Directors at its first meeting following the meeting of stockholders at which the Board was elected.

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Section 2.  Other Officers and Agents.  The Board of Directors may also elect or may delegate to the President authority to appoint and remove, and to fix the duties, compensation and terms of office of one or more Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, and such other officers and agents as the Board may at any time or from time to time determine to be advisable.

Section 3.  Tenure; Resignation; Removal; Vacancies.  Each officer of the Corporation shall hold office until his successor is elected or appointed or until his earlier displacement from office by resignation, removal or otherwise; provided, that if the term of office of any officer elected or appointed pursuant to  Section 2 of this Article shall have been fixed by the Board of Directors or by the President acting under authority delegated to him by the Board of Directors, he shall cease to hold such office no later than the date of expiration of such term, regardless of whether any other person shall have been elected or appointed to succeed him.  Any officer may resign by written notice to the Corporation and may be removed for cause or without cause by the Board of Directors or by the President acting under authority delegated to him by the Board of Directors pursuant to Section 2 of this Article; provided, that any such removal shall be without prejudice to the rights, if any, of the officer so removed under any employment contract or other agreement with the Corporation.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors or by the President acting under authority delegated to him by the Board of Directors pursuant to Section 2 of this Article.

Section 4.  Compensation.  The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by the President acting under authority delegated to him by the Board of Directors pursuant to Section 2 of this Article.

Section 5.  Authority and Duties.  All officers as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, to the extent not provided, as may be prescribed by the Board of Directors or by the President acting under authority delegated to him by the Board of Directors pursuant to Section 2 of this Article.

Section 6.  The Chairman of the Board.  The Chairman of the Board, if any, shall be the chief executive officer of the Corporation, in which capacity he shall preside at all meetings of the stockholders and directors; he shall have general and active management and control of the overall business and affairs of the Corporation subject to the control of the Board.  He shall see that all orders and resolutions of the Board are carried into effect and, in connection therewith, shall be authorized to delegate to the President and other executive officers such of his powers and duties as he may deem advisable.  He shall also have such other powers and duties as may be assigned from time to time by the Board.

Section 7.  The President.  The President shall be the chief operating officer of the Corporation, or if there be no Chairman of the Board, the chief executive officer of the Corporation.  He shall have general and active management and control over the daily operations of the Corporation, including the right to hire and discharge employees other than elective officers, subject however to the control of the Board and the Chairman.  In the absence or disability of the Chairman, he shall preside at all meetings of the stockholders and Board.  He shall perform such other duties as the Board or Chairman may from time to time prescribe.

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Section 8.  The Vice-Presidents.  The Vice-Presidents, in order of their seniority or in any other order determined by the Board of Directors shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall severally assist the President in the management of the business of the Corporation and the implementation of resolutions of the Board, and in the performance of such other duties as the President may from time to time prescribe.  The duties of any assistant vice presidents shall be as set by the President.

Section 9.  The Secretary.  The Secretary shall attend all meetings of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees of the Board when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chairman of the Board or President, under whose supervision he shall act.  He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary.

Section 10.  The Assistant Secretaries.  The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors or the Secretary may from time to time prescribe.

Section 11.  The Treasurer.  The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12.  The Assistant Treasurers.  The Assistant Treasurers if any, in the order of their seniority or in any other order determined by the Board, shall in the absence or disability of the Treasurer, perform the duties and exercise the power of the Treasurer and shall perform such other duties as the Board of Directors or the Treasurer shall prescribe.

ARTICLE VIII - STOCK CERTIFICATES

Section 1.  Form and Signature of Stock Certificates.  The certificates for stock of the Corporation shall be in such form as shall be determined by the Board of Directors, and shall be

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numbered consecutively and entered in the books of the Corporation as they are issued.  Each certificate shall exhibit the registered holder’s name and number and class of shares of stock, and shall be signed by the President or Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.  Where any such certificate is countersigned by a transfer agent or registered by a registrar, the signature of any such officer may be a facsimile signature.  In case any one or more of the officers who have signed, or whose facsimile signature or signatures were placed on any such certificate shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate is issued and delivered, it may nevertheless be issued and delivered by the Corporation with the same effect as if such officer or officers had continued in office.

Section 2.  Lost Certificates.  The Board of Directors may direct that a new stock certificate or certificates be issued in place of any certificate or certificates theretofore issued by the Corporation which have been mutilated or which are alleged to have been lost, stolen or destroyed, upon presentation of each such mutilated certificate or upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3.  Registration of Transfer.  Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue or cause its transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4.  Registered Stockholders.  Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such stock on the part of any other person.

Section 5.  Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or to receive notice that any such corporate action was taken without a meeting or for the purpose of determining the stockholders entitled to receive payment of any dividend or the allotment of any rights, or to exercise any rights in respect of any conversion or exchange of stock or for the purpose of any other lawful action affecting the interests of stockholders, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders.  Such date shall be not be more than 60 nor less than 10 days before the date of any such meeting nor more than 60 days before any such other actions.  If no record date is fixed, (1) the record date for determining the stockholders entitled to notice of or to vote at a meeting shall be at the close of business on the day next preceding the date on which notice is given, or, if no notice is given, on the day next

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preceding the day on which the meeting is held; (2) the record date for determining the stockholders entitled to express written consent to the taking of any corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any purpose other than those specified in (1) and (2) shall be the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

ARTICLE IX - GENERAL PROVISIONS

Section 1.  Dividends and Distributions.  Subject to all applicable requirements of law and to any applicable provisions of the Certificate of Incorporation, these By-Laws and any indenture or other agreement to which the Corporation is a party or by which it is bound, the Board of Directors may declare to be payable, in cash, in other property or in shares of the Corporation’s stock of any class or series, such dividends and distributions upon or in respect of outstanding stock of the Corporation of any class or series as the Board may at any time or from time to time deem to be advisable.  Before declaring any such dividend or distribution, the Board of Directors may cause to be set aside, out of any funds or other property or assets of the Corporation legally available for the payment of dividends or distributions, such sum or sums as the Board, in the absolute discretion of its members, may consider to be proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board may deem conducive to the interest of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.

Section 2.  Checks, Notes, etc.  All checks or other orders for payment of money and notes or other instrument evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be fixed and may from time to time be changed by resolution of the Board of Directors.

Section 4.  Seal.  The Corporation shall not have a seal.

Section 5.  Securities of other Corporations; Acting as General Partner.  Unless otherwise ordered by the Board of Directors, the Chairman of the Board or President shall have full power and authority on behalf of the Corporation:  (i) to attend and to act and to vote, or to execute proxies to vote, at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock; and (ii) to exercise all rights of the general partner in any partnership of which the Corporation shall be a general partner.  The Board of Directors may, by resolution, from time to time, confer like powers upon any other person or persons.

Section 6.  Power to Amend.  These By-Laws may be amended or repealed, and new by-laws may be adopted, by vote of the stockholders entitled at the time to vote for the election of directors or by resolution adopted by a majority of the whole Board of Directors at any regular or

10

special meeting; provided, however, that any by-law or amendment to the by-laws so adopted by the Board of Directors may be amended or repealed, and any by-law so repealed by the Board may be reinstated, by vote of the stockholders entitled at the time to vote for the election of directors, in which case the Board shall not thereafter take action with respect to the by-laws which is inconsistent with the action so taken by such stockholders; and provided further, that the Board of Directors shall not have power to amend or repeal any existing by-law, or to adopt any new by-law containing provisions inconsistent with any existing by-law, which by its terms may be amended or repealed only by the stockholders.

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EX-4.1

Exhibit 4.1

EXECUTION COPY

JOSTENS IH CORP.

Company

Guarantors Named in Schedule I hereto

and

THE BANK OF NEW YORK

Trustee

Indenture

Dated as of October 4, 2004

$500,000,000

7 5/8% Senior Subordinated Notes Due 2012

Jostens IH Corp.*

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of October 4, 2004

Trust Indenture Act Section		Indenture Section
§ 310	(a)(1)	608
	(a)(2)	608
	(a)(3)	N.A.
	(a)(4)	N.A.
	(b)	608, 609
	(c)	N.A.
§ 311	(a)	605
	(b)	605
	(c)	N.A.
§ 312	(a)	701
	(b)	702
	(c)	702
§ 313	(a)	703
	(a)(4)	1008
	(b)(1)	N.A.
	(b)(2)	703
	(c)(1)	102
	(c)(2)	102
	(d)	703
	(e)	102
§ 314	(a)	1009
	(b)	N.A.
	(c)(1)	102
	(c)(2)	102
	(c)(3)	N.A.
	(d)	N.A.
	(e)	102
	(f)	1017
§ 315	(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
§ 316	(a) (last sentence)	101(“Outstanding”)
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(a)(2)	N.A.
	(b)	508
	(c)	104(d)
§ 317	(a)(1)	503
	(a)(2)	504
	(b)	1003
§ 318	(a)	111

N.A. means Not Applicable.

*              This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture.

Table of Contents*

		Page
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.	Rules of Construction and Incorporation by Reference of Trust Indenture Act
SECTION 102.	Definitions.
“Acquired Indebtedness”
“Act”
“Additional Notes”
“Adjusted Net Assets”
“Affiliate”
“Affiliate Transaction”
“Agent”
“Applicable Premium”
“Asset Sale”
“Asset Sale Offer”
“Bankruptcy Law”
“Blockage Notice”
“Board of Directors”
“Board Resolution”
“Business Day”
“Capital Stock”
“Capitalized Lease Obligation”
“Cash Equivalents”
“Change of Control”
“Change of Control Offer”
“Change of Control Payment”
“Change of Control Payment Date”
“Color Prelude Acquisition”
“Common Stock”
“Company”
“Company Request”
“consolidated”
“Consolidated Depreciation and Amortization Expense”
“Consolidated Interest Expense”
“Consolidated Net Income”
“Consolidated Total Indebtedness”
“Contingent Obligations”
“Corporate Trust Office”
“Covenant Defeasance”

*              This table of contents shall not, for any purpose, be deemed to be a part of this Indenture.

i

“Fixed Charges”

“Foreign Subsidiary”

“Funding Guarantor”

“GAAP”

“Government Securities”

“guarantee”

“Guarantee”

“Guarantors”

“Hedging Obligations”

“Historical Adjustments”

“Holdco”

“Holder”

“incur”

“incurrence”

“Indebtedness”

“Indenture”

“Independent Financial Advisor”

“Initial Notes”

“Initial Purchasers”

“Interest Payment Date”

“Investment Grade Rating”

“Investment Grade Securities”

ii

“Investments”

“Investors”

“Issue Date”

“Jostens Acquisition”

“Legal Defeasance”

“Legal Holiday”

“Lehigh Press Acquisition”

“Lien”

“Letter of Transmittal”

“Maturity”

“Moody’s”

“Net Income”

“Net Proceeds”

“Non-U.S. Person”

“Note Register”

“Notes”

“Obligations”

“Offering Circular”

“Officer”

“Officers’ Certificate”

“Opinion of Counsel”

“Outstanding”

“pay the Notes”

“Paying Agent”

“Payment Blockage Period”

“Payment Default”

“Permitted Asset Swap”

“Permitted Holders”

“Permitted Investments”

“Permitted Junior Securities”

“Permitted Liens”

“Person”

“Predecessor Note”

“preferred stock”

“Protected Purchaser”

“Qualified Proceeds”

“Rating Agencies”

“Receivables Facility”

“Receivables Fees”

“Redemption Date”

“Redemption Price”

“Refinancing Indebtedness”

“Refunding Capital Stock”

“Registration Rights Agreement”

“Regular Record Date”

“Related Business Assets”

iii

“Representative”
“Responsible Officer”
“Restricted Investment”
“Restricted Payments”
“Restricted Subsidiary”
“Retired Capital Stock”
“S&P”
“Sale and Lease-Back Transaction”
“SEC”
“Secondary Holdings”
“Secured Indebtedness”
“Securities Act”
“Senior Credit Facilities”
“Senior Discount Indenture”
“Senior Discount Notes”
“Senior Indebtedness”
“Senior Subordinated Indebtedness”
“Shelf Registration Statement”
“Significant Subsidiary”
“Similar Business”
“Special Interest”
“Special Interest Notice”
“Special Record Date”
“Stated Maturity”
“Subordinated Indebtedness”
“Subsidiary”
“Successor Company”
“Successor Person”
“Total Assets”
“Transaction Agreements”
“Transactions”
“Treasury Rate”
“Trust Indenture Act”
“Trustee”
“Uniform Commercial Code”
“Unrestricted Subsidiary”
“U.S. Person”
“Vice President”
“Voting Stock”
“Weighted Average Life to Maturity”
“Wholly-Owned Subsidiary”
SECTION 103.	Compliance Certificates and Opinions
SECTION 104.	Form of Documents Delivered to Trustee
SECTION 105.	Acts of Holders
SECTION 106.	Notices, Etc., to Trustee, Company, any Guarantor and Agent
SECTION 107.	Notice to Holders; Waiver

iv

SECTION 108.	Effect of Headings and Table of Contents
SECTION 109.	Successors and Assigns
SECTION 110.	Separability Clause
SECTION 111.	Benefits of Indenture
SECTION 112.	Governing Law
SECTION 113.	Legal Holidays
SECTION 114.	No Personal Liability of Directors, Officers, Employees and Stockholders
SECTION 115.	Trust Indenture Act Controls
SECTION 116.	Counterparts
ARTICLE TWO
NOTE FORMS
SECTION 201.	Form and Dating
SECTION 202.	Execution, Authentication, Delivery and Dating
ARTICLE THREE
THE NOTES
SECTION 301.	Title and Terms
SECTION 302.	Denominations
SECTION 303.	Temporary Notes
SECTION 304.	Registration, Registration of Transfer and Exchange
SECTION 305.	Mutilated, Destroyed, Lost and Stolen Notes
SECTION 306.	Payment of Interest; Interest Rights Preserved
SECTION 307.	Persons Deemed Owners
SECTION 308.	Cancellation
SECTION 309.	Computation of Interest
SECTION 310.	Transfer and Exchange
SECTION 311.	CUSIP Numbers
SECTION 312.	Issuance of Additional Notes
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401.	Satisfaction and Discharge of Indenture
SECTION 402.	Application of Trust Money
ARTICLE FIVE
REMEDIES
SECTION 501.	Events of Default
SECTION 502.	Acceleration of Maturity; Rescission and Annulment

v

SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee
SECTION 504.	Trustee May File Proofs of Claim
SECTION 505.	Trustee May Enforce Claims Without Possession of Notes
SECTION 506.	Application of Money Collected
SECTION 507.	Limitation on Suits
SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest
SECTION 509.	Restoration of Rights and Remedies
SECTION 510.	Rights and Remedies Cumulative
SECTION 511.	Delay or Omission Not Waiver
SECTION 512.	Control by Holders
SECTION 513.	Waiver of Past Defaults
SECTION 514.	Waiver of Stay or Extension Laws
ARTICLE SIX
THE TRUSTEE
SECTION 601.	Duties of the Trustee
SECTION 602.	Notice of Defaults
SECTION 603.	Certain Rights of Trustee
SECTION 604.	Trustee Not Responsible for Recitals or Issuance of Notes
SECTION 605.	May Hold Notes
SECTION 606.	Money Held in Trust
SECTION 607.	Compensation and Reimbursement
SECTION 608.	Corporate Trustee Required; Eligibility
SECTION 609.	Resignation and Removal; Appointment of Successor
SECTION 610.	Acceptance of Appointment by Successor
SECTION 611.	Merger, Conversion, Consolidation or Succession to Business
SECTION 612.	Appointment of Authenticating Agent
ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.	Company to Furnish Trustee Names and Addresses
SECTION 702.	Disclosure of Names and Addresses of Holders
SECTION 703.	Reports by Trustee
ARTICLE EIGHT
MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS
SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms
SECTION 802.	Guarantors May Consolidate, Etc., Only on Certain Terms
SECTION 803.	Successor Substituted

vi

ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901.	Amendments or Supplements Without Consent of Holders
SECTION 902.	Amendments, Supplements or Waivers with Consent of Holders
SECTION 903.	Execution of Amendments, Supplements or Waivers
SECTION 904.	Effect of Amendments, Supplements or Waivers
SECTION 905.	Compliance with Trust Indenture Act
SECTION 906.	Reference in Notes to Supplemental Indentures
SECTION 907.	Notice of Supplemental Indentures
ARTICLE TEN
COVENANTS
SECTION 1001.	Payment of Principal, Premium, if any, and Interest
SECTION 1002.	Maintenance of Office or Agency
SECTION 1003.	Money for Notes Payments to Be Held in Trust
SECTION 1004.	Corporate Existence
SECTION 1005.	Payment of Taxes and Other Claims
SECTION 1006.	Maintenance of Properties
SECTION 1007.	Insurance
SECTION 1008.	Statement by Officers as to Default
SECTION 1009.	Reports and Other Information
SECTION 1010.	Limitation on Restricted Payments
SECTION 1011.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
SECTION 1012.	Liens
SECTION 1013.	Limitations on Transactions with Affiliates
SECTION 1014.	Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
SECTION 1015.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
SECTION 1016.	Limitation on Other Senior Subordinated Indebtedness
SECTION 1017.	Change of Control
SECTION 1018.	Asset Sales
SECTION 1019.	Special Interest Notice
SECTION 1020.	Suspension of Covenants
ARTICLE ELEVEN
REDEMPTION OF NOTES
SECTION 1101.	Right of Redemption
SECTION 1102.	Applicability of Article
SECTION 1103.	Election to Redeem; Notice to Trustee

vii

SECTION 1104.	Selection by Trustee of Notes to Be Redeemed
SECTION 1105.	Notice of Redemption
SECTION 1106.	Deposit of Redemption Price
SECTION 1107.	Notes Payable on Redemption Date
SECTION 1108.	Notes Redeemed in Part
ARTICLE TWELVE
GUARANTEES
SECTION 1201.	Guarantees
SECTION 1202.	Severability
SECTION 1203.	Restricted Subsidiaries
SECTION 1204.	Subordination of Guarantees
SECTION 1205.	Limitation of Guarantors’ Liability
SECTION 1206.	Contribution
SECTION 1207.	Subrogation
SECTION 1208.	Reinstatement
SECTION 1209.	Release of a Guarantor
SECTION 1210.	Benefits Acknowledged
ARTICLE THIRTEEN
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301.	Company’s Option to Effect Legal Defeasance or Covenant Defeasance
SECTION 1302.	Legal Defeasance and Discharge
SECTION 1303.	Covenant Defeasance
SECTION 1304.	Conditions to Legal Defeasance or Covenant Defeasance
SECTION 1305.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
SECTION 1306.	Reinstatement
ARTICLE FOURTEEN
SUBORDINATION
SECTION 1401.	Agreement To Subordinate
SECTION 1402.	Liquidation, Dissolution, Bankruptcy
SECTION 1403.	Default on Designated Senior Indebtedness of the Company
SECTION 1404.	Acceleration of Payment of Securities
SECTION 1405.	When Distribution Must Be Paid Over
SECTION 1406.	Subrogation
SECTION 1407.	Relative Rights
SECTION 1408.	Subordination May Not Be Impaired by Company
SECTION 1409.	Rights of Trustee and Paying Agent

viii

SECTION 1410.	Distribution or Notice to Representative
SECTION 1411.	Article Fourteen Not To Prevent Events of Default or Limit Right To Accelerate
SECTION 1412.	Trust Moneys Not Subordinated
SECTION 1413.	Trustee Entitled To Rely
SECTION 1414.	Trustee To Effectuate Subordination
SECTION 1415.	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company
SECTION 1416.	Reliance by Holders of Senior Indebtedness of the Company on Subordination Provisions

APPENDIX & EXHIBITS

Rule 144A / Regulation S / IAI Appendix

EXHIBIT 1 to Rule 144A / Regulation S / IAI Appendix – Form of Initial Note

EXHIBIT 2 to Rule 144A / Regulation S / IAI Appendix – Form of Transferee

Letter of Representation

EXHIBIT A      – Form of Exchange Security or Private Exchange Security

EXHIBIT B       – Form of Notation of Guarantee

EXHIBIT C       – Form of Supplemental Indenture

EXHIBIT D       – Form of Incumbency Certificate

ix

INDENTURE dated as of October 4, 2004 (this “Indenture”), among JOSTENS IH CORP., a Delaware corporation (the “Company”), having its principal office at 5501 American Boulevard West, Minneapolis, Minnesota 55437, and certain of the Company’s direct and indirect Domestic Subsidiaries (as defined below), each named in the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of (i) 7 5/8% Senior Subordinated Notes Due 2012 issued on the date hereof (the “Initial Notes”) and (ii) if and when issued as required by the Exchange and Registration Rights Agreement dated the date hereof, among the Company, the Guarantors and the Purchasers (as defined therein) (the “Registration Rights Agreement”), 7 5/8% Senior Exchange Notes Due 2012 issued in an Exchange Offer in exchange for any Initial Notes (the “Exchange Notes”, and collectively with the Initial Notes, the “Notes”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

Each Guarantor has duly authorized its Guarantee of the Initial Notes, and if and when issued, the Exchange Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.

All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid and legally binding obligations of the Company and to make this Indenture a valid and legally binding agreement of the Company, in accordance with their and its terms.

All things necessary have been done to make the Guarantees, upon execution and delivery of this Indenture, the valid obligations of each Guarantor and to make this Indenture a valid and legally binding agreement of each Guarantor, in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101.  Rules of Construction and Incorporation by Reference of Trust Indenture Act.  (a)  For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)  the terms defined in this Article have the meanings assigned to them in this Article, and words in the singular include the plural and words in the plural include the singular;

(2)  all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined);

(3)  the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(4)  all references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and Exhibits and Appendices to, this Indenture;

(5)  ”or” is not exclusive;

(6)  ”including” means including without limitation;

(7)  all references to the date the Notes were originally issued shall refer to the Issue Date; and

(8)  all references, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Special Interest (as herein defined) pursuant to the Registration Rights Agreement.

(b)           This Indenture is subject to the mandatory provisions of the TIA (as herein defined) which are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following meanings:

(1)           “Commission” means the SEC;

(2)           “indenture securities” means the Notes and the Guarantees;

(3)           “indenture security holder” means a Holder;

(4)           “indenture to be qualified” means this Indenture;

(5)           “indenture trustee” or “institutional trustee” means the Trustee; and

2

(6)           “obligor” on the indenture securities means the Company, each Guarantor and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 102.  Definitions.

“Acquired Indebtedness” means, with respect to any specified Person,

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Act”, when used with respect to any Holder, has the meaning specified in Section 105 of this Indenture.

“Additional Notes” means any Notes issued by the Company pursuant to Section 312.

“Adjusted Net Assets” has the meaning specified in Section 1206 of this Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning specified in Section 1013 of this Indenture.

“Agent” means any Note Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1)           1.0% of the principal amount of the Note; and

3

(2)           the excess, if any, of:

(A)          the present value at such redemption date of (i) the redemption price of the Note at October 1, 2008 (such redemption price being set forth in the table appearing in Section 1101), plus (ii) all required interest payments due on the Note through October 1, 2008 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(B)           the principal amount of the Note.

“Asset Sale” means:

(1)           the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale Lease-Back Transaction) of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”), or

(2)           the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, in each case, other than:

(A)          any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business, or any disposition of inventory or goods held for sale in the ordinary course of business;

(B)           the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 801 or any disposition that constitutes a Change of Control pursuant to this Indenture;

(C)           the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 1010;

(D)          any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $20.0 million;

(E)           any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

(F)           to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

4

(G)           the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(H)          any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (8) of the definition of Permitted Investments);

(I)            foreclosures on assets;

(J)            sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(K)          any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Asset Sale Offer” has the meaning specified in Section 1018 of this Indenture.

“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Blockage Notice” has the meaning specified in Section 1403 of this Indenture.

“Board of Directors” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee of such board.

“Board Resolution” means, with respect to the Company, a duly adopted resolution of the Board of Directors of the Company or any committee thereof.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock,

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

(3)           in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and

5

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1)           United States dollars,

(2)           Canadian dollars,

(3)           (A)  euro, or any national currency of any participating member state in the European Union, or

(B)  in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business,

(4)           securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,

(5)           certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the case of domestic banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of foreign banks,

(6)           repurchase obligations for underlying securities of the types described in clauses (4) and (5) above, entered into with any financial institution meeting the qualifications specified in clause (5) above,

(7)           commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of creation thereof,

(8)           marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 12 months after the date of creation thereof,

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(9)           investment funds investing 95% of their assets in securities of the types described in clauses (1) through (8) above,

(10)         readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition, and

(11)         Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) above, provided that such amounts are converted into any currency listed in clauses (1) through (3) above, as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1)           the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2)           the Company becomes aware of (by way of a report or any other filing pursuant Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities.

“Change of Control Offer” has the meaning specified in Section 1017 of this Indenture.

“Change of Control Payment” has the meaning specified in Section 1017 of this Indenture.

“Change of Control Payment Date” has the meaning specified in Section 1017 of this Indenture.

“Color Prelude Acquisition” means the acquisition of Color Prelude, Inc. by IST Corp. on December 18, 2001.

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“Common Stock” means, with respect to any Person, any and all shares, interests, participations and other equivalents (however designated, whether voting or non-voting) of such Person’s common stock, whether now outstanding or issued after the date of this Indenture, and includes all series and classes of such common stock.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by two Officers or one Officer and either an Assistant Treasurer or an Assistant Secretary of the Company, and delivered to the Trustee.

“consolidated” or “Consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)           consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133—”Accounting for Derivative Instruments and Hedging Activities”), the interest component of Capitalized Lease Obligations and net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and any expensing of bridge, commitment and other financing fees), and

(2)           consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued less

(3)           interest income for such period.

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For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication:

(1)           any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to severance, relocation costs, new product introductions, one-time compensation charges, the Jostens Acquisition, the Color Prelude Acquisition, the Lehigh Press Acquisition and the Transactions) shall be excluded,

(2)           the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3)           any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

(4)           any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Company, shall be excluded,

(5)           the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6)           solely for the purpose of determining the amount available for Restricted Payments under clause (C)(1) of the first paragraph of Section 1010, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or other

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distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7)           effects of adjustments in any line item in such Person’s consolidated financial statements required or permitted by the Financial Accounting Standards Board Statement Nos. 141 and 142 resulting from the application of purchase accounting in relation to the Transactions, the Jostens Acquisition, the Color Prelude Acquisition and the Lehigh Press Acquisition or any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,

(8)           any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9)           any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, and

(10)         any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 1010 only (other than clause (C)(4) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (C)(4) of the first paragraph thereof.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (a) the aggregate amount of all outstanding Indebtedness of the Company and the Restricted Subsidiaries and (b) the aggregate amount of all outstanding Disqualified Stock of the Company and all preferred stock of the Restricted Subsidiaries, with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis in accordance with GAAP.

For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be

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calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Company.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

(1)           to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)           to advance or supply funds:

(A)          for the purchase or payment of any such primary obligation, or

(B)           to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3)           to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at The Bank of New York, 101 Barclay Street, 8W, New York, New York, 10286, except that with respect to presentation of the Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

“Covenant Defeasance” has the meaning specified in Section 1303 of this Indenture.

“Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or commercial paper facilities with banks or other institutional lenders or investors or indentures providing for revolving credit loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against receivables, letters of credit or other long-term indebtedness, including any guarantees, collateral documents, instruments and

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agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 1011).

“Debt to EBITDA Ratio” means, with respect to the Company for any period, the Company’s ratio of (1) Consolidated Total Indebtedness as of the date of calculation (the “Debt to EBITDA Ratio Calculation Date”) to (2) EBITDA for the four full consecutive fiscal quarters immediately preceding such Debt to EBITDA Ratio Calculation Date for which financial information is available (the “Measurement Period”). In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or preferred stock or consummates any Investments, acquisitions, dispositions or mergers or consolidations subsequent to the commencement of the Measurement Period for which the Debt to EBITDA Ratio is being calculated but prior to or simultaneously with the Debt to EBITDA Ratio Calculation Date, then the Debt to EBITDA Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or issuance or redemption of Disqualified Stock or preferred stock or Investment, acquisition, disposition, merger or consolidation, as if the same had occurred at the beginning of the Measurement Period.  Any computations or pro forma calculations made pursuant to this “Debt to EBITDA Ratio” definition or Section 1010(b)(17) shall be made in accordance with the provisions set forth in the second and third paragraphs of the definition of “Fixed Charge Coverage Ratio.”

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 306(b) of this Indenture.

“Depositary” means The Depository Trust Company, its nominees and their respective successors.

“Designated Noncash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by a senior vice president and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Designated Preferred Stock” means preferred stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued

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for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate executed by a senior vice president and the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (C)(4) of the first paragraph of Section 1010.

“Designated Senior Indebtedness” means

(1)           any Indebtedness outstanding under the Senior Credit Facilities; and

(2)           any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1)           increased (without duplication) by:

(A)          provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus

(B)           Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

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(C)           Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted in computing Consolidated Net Income, plus

(D)          any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted in computing Consolidated Net Income, plus

(E)           the amount of any restructuring charge deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities, plus

(F)           any other non-cash charges, including any write off or write downs, reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus

(G)           the amount of any minority interest expense deducted in such period in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests), plus

(H)          the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors or any of their respective Affiliates, plus

(I)            expenses consisting of internal software development costs that are expensed during the period but could have been capitalized under alternative accounting policies in accordance with GAAP, plus

(J)            costs of surety bonds incurred in such period in connection with financing activities;

(2)           decreased by (without duplication) non-cash items increasing Consolidated Net Income of such Person for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period; and

(3)           increased or decreased by (without duplication):

(A)          any net gain or loss resulting in such period from Hedging Obligations, plus or minus, as applicable

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(B)           without duplication, the Historical Adjustments incurred in such period.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of Common Stock or preferred stock of the Company or any of its direct or indirect parent corporations (excluding Disqualified Stock), other than

(1)           public offerings with respect to the Company’s or any direct or indirect parent corporations Common Stock registered on Form S-8;

(2)           issuances to any Subsidiary of the Company; and

(3)           any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Event of Default” has the meaning specified in Section 501 of this Indenture.

“Excess Proceeds” has the meaning specified in Section 1018 of this Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” has the meaning specified in the first recital of this Indenture.  Unless the context otherwise requires, all references to the Exchange Notes shall include 7 5/8% Senior Exchange Notes Due 2012 issued in exchange for any Additional Notes.

“Exchange Offer” means the Exchange Offer as defined in the Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from:

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(1)           contributions to its common equity capital, and

(2)           the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by a senior vice president and the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (4)(C) of the first paragraph of Section 1010.

“Existing Indebtedness” means Indebtedness of the Company or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

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For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of

(1)           Consolidated Interest Expense of such Person for such period,

(2)           all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) or any Refunding Capital Stock of such Person made during such period, and

(3)           all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

“Funding Guarantor” has the meaning specified in Section 1206 of this Indenture.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Government Securities” means securities that are:

(1)           direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2)           obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment

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of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under this Indenture.

“Guarantors” means all Restricted Subsidiaries that are Domestic Subsidiaries and guarantee the Senior Credit Facilities as of the Issue Date and any other Subsidiary of the Company that executes a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Historical Adjustments” means with respect to any Person, without duplication, the following items to the extent incurred prior to the Issue Date and, in each case, during the applicable period:

(1)           fees for management advisory services paid by the Company or any of its Restricted Subsidiaries to DLJ Merchant Banking Partners III, L.P. and DLJ Merchant Banking Partners II, L.P. or any of their respective financial services Affiliates;

(2)           adjustments in any line item in such Person’s consolidated financial statements required or permitted by the Financial Accounting Standards Board Statement Nos. 141 and 142 resulting from the application of purchase accounting in relation to the Jostens Acquisition, the Color Prelude Acquisition and the Lehigh Press Acquisition;

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(3)           gains (losses) from the early extinguishment of Indebtedness;

(4)           transaction expenses incurred in connection with the Jostens Acquisition, the merger and recapitalization of Jostens in 2000 and the Lehigh Press Acquisition;

(5)           the cumulative effect of a change in accounting principles;

(6)           gains (losses), net of tax, from disposed or discontinued operations, including the discontinuance of Jostens’ Recognition business;

(7)           non-cash adjustments to LIFO reserves;

(8)           gains (losses) attributable to the disposition of fixed assets; and

(9)           other costs consisting of (i) one-time restructuring charges, (ii) one-time severance costs in connection with former employees, (iii) debt financing costs, (iv) unusual litigation expenses, (v) fees and expenses related to acquisitions and (vi) consulting services in connection with acquisitions.

“Holdco” means Jostens Holding Corp.

“Holder” means a holder of the Notes.

“incur” has the meaning specified in Section 1011 of this Indenture.

“incurrence” has the meaning specified in Section 1011 of this Indenture.

“Indebtedness” means, with respect to any Person,

(1)           any indebtedness (including principal and premium) of such Person, whether or not contingent:

(A)          in respect of borrowed money;

(B)           evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof);

(C)           representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business; or

(D)          representing any Hedging Obligations,

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if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2)           to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of another Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3)           to the extent not otherwise included, the obligations of the type referred to in clause (1) of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business; or (B) obligations under or in respect of Receivables Facilities or (C) leases of precious metals used in the ordinary course of business of the Company and its Restricted Subsidiaries, whether or not accounted for as operating leases under GAAP.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and govern this instrument and any such supplemental indenture, respectively.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Initial Notes” has the meaning stated in the first recital of this Indenture.

“Initial Purchasers” means Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Banc of America Securities LLC, Calyon Securities (USA) Inc., CIT Capital Securities LLC, Greenwich Capital Markets, Inc., ING Financial Markets LLC and NatCity Investments, Inc.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

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(1)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

(2)           debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries,

(3)           investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above, which fund may also hold immaterial amounts of cash pending investment or distribution, and

(4)           corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 1010,

(1)           “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(A)          the Company’s “Investment” in such Subsidiary at the time of such redesignation less

(B)           the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)           any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

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“Investors” means Kohlberg Kravis Roberts & Co. L.P. and DLJ Merchant Banking Partners III, L.P. and their respective Affiliates.

“Issue Date” means October 4, 2004.

“Jostens Acquisition” means the acquisition of Jostens by affiliates of DLJ Merchant Banking Partners III, L.P. on July 29, 2003.

“Legal Defeasance” has the meaning specified in Section 1302 of this Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lehigh Press Acquisition” means the acquisition of Lehigh Press, Inc. by a subsidiary of Von Hoffmann Holdings Inc. on October 22, 2003.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Maturity”, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Noncash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation

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expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or Senior Subordinated Indebtedness required (other than required by Section 1018(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 304.

“Notes” has the meaning stated in the first recital of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture.  The Initial Notes and the Additional Notes shall be treated as a single class for all purposes of this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, any Additional Notes and the Exchange Notes issued in exchange for the Initial Notes and any Additional Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Circular” means the Offering Circular dated September 23, 2004 relating to the Notes.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer, or the principal accounting officer of the Company, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company.

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“Outstanding”, when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1)           Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2)           Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3)           Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected Legal Defeasance or Covenant Defeasance as provided in Article Thirteen; and

(4)           Notes which have been paid pursuant to Section 305 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.

“pay the Notes” has the meaning specified in Section 1403 of this Indenture.

“Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Company.

“Payment Blockage Period” has the meaning specified in Section 1403 of this Indenture.

“Payment Default” has the meaning specified in Section 1403 of this Indenture.

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“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 1018.

“Permitted Holders” means each of the Investors and their respective Affiliates and members of management of the Company who are shareholders of the Company on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors, Affiliates and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities.

“Permitted Investments”means:

(1)           any Investment in the Company or any Restricted Subsidiary;

(2)           any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3)           any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Similar Business if as a result of such Investment

(A)          such Person becomes a Restricted Subsidiary, or

(B)           such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4)           any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 1018, or any other disposition of assets not constituting an Asset Sale;

(5)           any Investment existing on the Issue Date;

(6)           any Investment acquired by the Company or any Restricted Subsidiary

(A)          in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable, or

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(B)           as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7)           Hedging Obligations permitted under Section 1011(b)(10);

(8)           any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (A) $150.0 million and (B) 6.50% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9)           Investments the payment for which consists of Equity Interests of the Company, or any of its direct or indirect parent entities (exclusive of Disqualified Stock); provided, however, that such Equity Interests shall not increase the amount available for Restricted Payments under clause (C) of the first paragraph of Section 1010;

(10)         guarantees of Indebtedness permitted under Section 1011;

(11)         any transaction to the extent it constitutes an investment that is permitted and made in accordance with Section 1013(b) (except transactions described in Section 1013(b)(2), (5) and (9));

(12)         Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13)         additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (A) $50.0 million and (B) 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14)         Investments relating to any special purpose Wholly-Owned Subsidiary of the Company organized in connection with a Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility;

(15)         advances to employees not in excess of $15.0 million outstanding at any one time, in the aggregate;  and

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(16)         loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business.

“Permitted Junior Securities” means:

(1)           Equity Interests in the Company, any Guarantor or any direct or indirect parent of the Company; or

(2)           unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the Guarantees are subordinated to Senior Indebtedness under this Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the notes for purposes of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1)           pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3)           Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

(4)           Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)           minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other

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restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)           Liens securing Indebtedness permitted to be incurred pursuant to Section 1011(b)(4) or (12);

(7)           Liens existing on the Issue Date;

(8)           Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(9)           Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(10)         Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 1011 hereof;

(11)         Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted under this Indenture to be, secured by a Lien on the same property securing such Hedging Obligations;

(12)         Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13)         leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries;

(14)         Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(15)         Liens in favor of the Company or any Guarantor;

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(16)         Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the Company’s client at which such equipment is located;

(17)         Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18)         Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (15); provided, however, that (A) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19)         deposits made in the ordinary course of business to secure liability to insurance carriers; and

(20)         other Liens securing obligations incurred in the ordinary course of business which obligations do to exceed $25.0 million at any one time outstanding.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 305 in exchange for a mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“preferred stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Protected Purchaser” has the meaning specified in Section 305 of this Indenture.

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“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith.

“Rating Agencies” mean Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a Board Resolution) which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Company and the Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Redemption Date”, when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Indebtedness” has the meaning specified in Section 1011 of this Indenture.

“Refunding Capital Stock” has the meaning specified in Section 1010 of this Indenture.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement dated as of the Issue Date, among the Company, the Guarantors and the Initial Purchasers and, with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regular Record Date” has the meaning specified in Section 301 of this Indenture.

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“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Company.

“Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” has the meaning specified in Section 1010 of this Indenture.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.

“Retired Capital Stock” has the meaning specified in Section 1010 of this Indenture.

“S&P” means Standard and Poor’s, a division of McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing.

“SEC” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Secondary Holdings” means Jostens Secondary Holdings Corp.

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“Secured Indebtedness” means any indebtedness of the Company secured by a Lien.

“Securities Act” means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Agreement, to be entered into as of the Issue Date by and among the Company, Secondary Holdings, the lenders party thereto in their capacities as lenders thereunder, Credit Suisse First Boston, as Administrative Agent, and Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 1011).

“Senior Discount Indenture” means the indenture dated as of December 2, 2003, among Holdco as Issuer and BNY Midwest Trust Company, as Trustee.

“Senior Discount Notes” means the $247,200,000 principal amount at maturity of 10 1/4% senior discount notes due 2013 issued by Holdco pursuant to the Senior Discount Indenture and outstanding as of the Issue Date.

“Senior Indebtedness” means

(A)          all Indebtedness of the Company or any Guarantor outstanding under the Senior Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Company or any Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings);

(B)           all Hedging Obligations (and guarantees thereof) with respect to the Senior Credit Facilities, provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(C)           any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Guarantee; and

(D)          all Obligations with respect to the items listed in the preceding clauses (a), (b) and (c);

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provided, however, that Senior Indebtedness shall not include:

(1)           any obligation of such Person to the Company or any Subsidiary of the Company;

(2)           any liability for federal, state, local or other taxes owed or owing by such Person;

(3)           any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(4)           any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(5)           that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Senior Subordinated Indebtedness” means

(A)          with respect to the Company, Indebtedness which ranks equal in right of payment to the Notes, and

(B)           with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such Guarantor.

“Shelf Registration Statement” means the shelf registration statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Special Interest” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

“Special Interest Notice” has the meaning specified in Section 1019 hereof.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 306.

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“Stated Maturity”, when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Notes as the fixed date on which the principal of such Notes or such installment of principal or interest is due and payable.

“Subordinated Indebtedness” means:

(1)           with respect to the Company, any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and

(2)           with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Guarantor.

“Subsidiary” means, with respect to any Person,

(1)           any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and

(2)           any partnership, joint venture, limited liability company or similar entity of which:

(A)          more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(B)           such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Successor Company” has the meaning specified in Section 801 of this Indenture.

“Successor Person” has the meaning specified in Section 802 of this Indenture.

“Total Assets” means the total assets of the Company and the Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

“Transaction Agreements” means the (1) the agreement and plan of merger dated as of July 21, 2004, among Fusion Acquisition LLC, VHH Merger, Inc. and

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Von Hoffmann Holdings Inc.; (2) the agreement and plan of merger dated as of July 21, 2004, among Fusion Acquisition Corp., AHI Merger, Inc. and AHC I Acquisition Corp. and (3) the Contribution Agreement dated as of July 21, 2004, among Jostens Holding Corp. and Fusion Acquisition LLC, in each case as the same may be amended prior to the Issue Date.

“Transactions” means the transactions contemplated by the Transaction Agreements, the Notes offered by the Offering Circular and the Senior Credit Facilities as in effect on the Issue Date.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to October 1, 2008; provided, however, that if the period from the redemption date to October 1, 2008, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905.

“Trustee” means The Bank of New York, a New York banking corporation, until a successor replaces it and, thereafter, means the successor.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1)           any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below), and

(2)           any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated), provided that

(1)           any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled

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to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company,

(2)           such designation complies with Section 1010, and

(3)           each of

(A)          the Subsidiary to be so designated and

(B)           its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and either:

(1)           the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 1011(a), or

(2)           the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Board of Directors of the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient obtained by dividing:

(1)           the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

(2)           the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

SECTION 103.  Compliance Certificates and Opinions.  Upon any application or request by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, other than in connection with the authentication of the Initial Notes, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:

(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

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SECTION 104.  Form of Documents Delivered to Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 105.  Acts of Holders.  (a)  Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

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(c)           The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d)           If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.  Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 106.  Notices, Etc., to Trustee, Company, any Guarantor and Agent.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)           the Trustee by any Holder or by the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at The Bank of New York, 101 Barclay Street, 8W, New York, New York, 10286 Attention: Daniel Donovan, or

(2)           the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed to it at the address of its principal office specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.

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SECTION 107.  Notice to Holders; Waiver.  Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing.

In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 108.  Effect of Headings and Table of Contents.  The Article and Section headings herein, the Table of Contents and the reconciliation and tie between the TIA and this Indenture are for convenience of reference only, are not intended to be considered a part hereof and shall not affect the construction hereof.

SECTION 109.  Successors and Assigns.  All agreements of the Company in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 1209 hereof.

SECTION 110.  Separability Clause.  In case any provision in this Indenture or in the Notes 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.

SECTION 111.  Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Notes Registrar and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112.  Governing Law.  This Indenture, the Notes and any Guarantee shall be governed by and construed in accordance with the laws of the State of

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New York.  This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 113.  Legal Holidays.  In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for purposes of such payment for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

SECTION 114.  No Personal Liability of Directors, Officers, Employees and Stockholders.  No director, officer, employee, incorporator or stockholder of the Company or any Guarantor or any of their parent companies shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation to the extent permitted by applicable law. Each Holder by accepting a Note and the related Guarantee waives and releases all such liability to the extent permitted by applicable law. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

SECTION 115.  Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control.  If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

SECTION 116.  Counterparts.  This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument.  One signed copy is enough to prove this Indenture.

ARTICLE TWO

NOTE FORMS

SECTION 201.  Form and Dating.  Provisions relating to the Initial Notes, the Private Exchange Notes and the Exchange Notes are set forth in the Rule 144A / Regulation S / IAI Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the

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Appendix which is hereby incorporated in, and expressly made a part of, this Indenture.  The Exchange Notes, the Private Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture.  The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company).  Each Note shall be dated the date of its authentication.  The terms of the Note set forth in the Appendix and Exhibit A are part of the terms of this Indenture.

SECTION 202.  Execution, Authentication, Delivery and Dating.  The Notes shall be executed on behalf of the Company by any two Officers.  The signature of any Officer on the Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes.

On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes.  At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes.  On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $500,000,000 plus the aggregate principal amount of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration

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Rights Agreement and a Company Order for the authentication and delivery of such Exchange Notes and certifying that all conditions precedent to the issuance of such Exchange Notes are complied with (including the effectiveness of the Exchange Offer Registration Statement related thereto).  In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes.  Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Company or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange.  If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

ARTICLE THREE

THE NOTES

SECTION 301.  Title and Terms.  The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture are issued in

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accordance with Sections 202 and 1011 hereof, as part of the same series as the Initial Notes.

The Notes shall be known and designated as the “7 5/8% Senior Subordinated Notes Due 2012” of the Company.  The Stated Maturity of the Notes shall be October 1, 2012, and the Notes shall bear interest at the rate of 7 5/8% per annum from October 4, 2004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on April 1, 2005 and semi-annually thereafter on April 1 and October 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the March 15 and September 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”).

The principal of (and premium, if any), interest and Special Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof.  Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Trustee maintained for such purpose.

Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017.  The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018.

The Notes shall be redeemable as provided in Article Eleven.

The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

SECTION 302.  Denominations.  The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 303.  Temporary Notes.  Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers

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executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

SECTION 304.  Registration, Registration of Transfer and Exchange.  The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes.  The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time.  At all reasonable times, the Note Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided.

Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive; provided that no exchange of Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC, the Trustee shall have received an Officers’ Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

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Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 202, 303, 906, 1017, 1018, or 1108 not involving any transfer.

SECTION 305.  Mutilated, Destroyed, Lost and Stolen Notes.  If (1) any mutilated Note is surrendered to the Trustee, or (2) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code)(a “Protected Purchaser”), the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 306.  Payment of Interest; Interest Rights Preserved.  (a)  Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or

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more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that, subject to Section 301 hereof, each installment of interest may at the Company’s option be paid by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 307, to the address of such Person as it appears in the Note Register or (2) transfer to an account located in the United States maintained by the payee.

(b)           Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1)           The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 107, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)           The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of

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the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(c)           Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 307.  Persons Deemed Owners.  Prior to the due presentment of a Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 304 and 306) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 308.  Cancellation.  All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.  The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee.  If the Company shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures unless by Company Order the Company shall direct that cancelled Notes be returned to it.

SECTION 309.  Computation of Interest.  Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 310.  Transfer and Exchange.  The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer.  When a Note is presented to the Notes Registrar or a co-registrar with a request to register a transfer, the Notes Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met.  When Notes are presented to the Notes Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Notes Registrar shall make the exchange as requested if the same requirements are met.

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SECTION 311.  CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such “CUSIP” numbers, ISINs and “Common Code” numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such “CUSIP” numbers, ISINs and “Common Code” numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers, ISINs and “Common Code” numbers applicable to the Notes.

SECTION 312.  Issuance of Additional Notes.  The Company may, subject to Section 1011 of this Indenture, issue additional Notes having identical terms and conditions to the Initial Notes issued on the Issue Date (the “Additional Notes”); provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code. The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.  Exchange Notes issued in exchange for Initial Notes issued on the Issue Date and Exchange Notes issued for any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.  This Indenture shall upon Company Request and at the Company’s expense cease to be of further effect (except as set forth in the last paragraph of this Section and as to surviving rights of registration of transfer or exchange of Notes expressly provided for herein or pursuant hereto) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

(1)           either,

(A)  all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 305 and (ii) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

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(B)  all such Notes not theretofore delivered to the Trustee for cancellation,

(i)      have become due and payable by reason of the making of a notice of redemption pursuant to Section 1105 or otherwise, or

(ii)     will become due and payable at their Stated Maturity within one year, or

(iii)    are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company or any Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)           no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under the Credit Facilities any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3)           the Company has paid or caused to be paid all sums payable by it under this Indenture;

(4)           the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at the Stated Maturity or the Redemption Date, as the case may be; and

(5)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the

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Company to any Authenticating Agent under Section 612 and, if money or Government Securities shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402.  Application of Trust Money.  Subject to the provisions of the last paragraph of Section 1003, all money or Government Securities deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money or Government Securities has been deposited with the Trustee; but such money or Government Securities need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 401; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

SECTION 501.  Events of Default.  “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Fourteen or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)           default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes issued under this Indenture, whether or not such payment shall be prohibited by Article Fourteen hereof or Section 1204;

(2)           default for 30 days or more in the payment when due of interest on or with respect to the Notes issued under this Indenture, whether or not such payment shall be prohibited by Article Fourteen hereof or Section 1204;

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(3)           failure by the Company to comply with its obligations under Section 801;

(4)           failure by the Company to comply for 30 days after notice by the Trustee or the holders of not less than 30% in principal amount of the Notes then outstanding with any of its obligations under Sections 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017 (other than a failure to purchase Notes), or 1018 (other than a failure to purchase Notes);

(5)           failure by the Company or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes then outstanding and issued under this Indenture to comply with any of its other agreements contained in this Indenture or the Notes;

(6)           default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both

(A)  such default either results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and

(B)  the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $40.0 million or more at any one time outstanding;

(7)           failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $40.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(8)           any of the following events with respect to the Company or any Significant Subsidiary:

(A)  the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law

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(i)      commences a voluntary case;

(ii)     consents to the entry of an order for relief against it in an involuntary case;

(iii)    consents to the appointment of a custodian of it or for any substantial part of its property;

(iv)    takes any comparable action under any foreign laws relating to insolvency; or

(B)  a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)      is for relief against the Company or any Significant Subsidiary in an involuntary case;

(ii)     appoints a custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or

(iii)    orders the winding up or liquidation of the Company or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 days; or

(9)           the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.  (a)If any Event of Default (other than an Event of Default specified in Section 501(8)) occurs and is continuing, then and in every such case the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes issued under this Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that, so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of

(1)           acceleration of any such Indebtedness under the Senior Credit Facilities, or

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(2)           five Business Days after the giving of written notice of such acceleration to the Company and the administrative agent under the Senior Credit Facilities.

(b)           Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately.  Notwithstanding the foregoing, if an Event of Default specified in Section 501(8) occurs and is continuing, then the principal amount of all Outstanding Notes shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Trustee or any Holder.

(c)           At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(1)           the Company has paid or deposited with the Trustee a sum sufficient to pay:

(A)  all overdue interest on all Outstanding Notes,

(B)  all unpaid principal of (and premium, and Special Interest, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes,

(C)  to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and

(D)  all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2)           Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513,

no such rescission shall affect any subsequent default or impair any right consequent thereon.

(d)           Notwithstanding the preceding paragraph, in the event of any Event of Default specified in Section 501(6) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose,

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(1)           the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

(2)           the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

(3)           if the default that is the basis for such Event of Default has been cured.

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if:

(1)           default is made in the payment of any installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)           default is made in the payment of the principal of (or premium, or Special Interest, if any, on) any Note at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, any Guarantor or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, any Guarantor or any other obligor upon the Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including seeking recourse against any Guarantor.

SECTION 504.  Trustee May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor including any Guarantor, upon the Notes or the property of

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the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1)           to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(2)           to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 505.  Trustee May Enforce Claims Without Possession of Notes.  All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

SECTION 506.  Application of Money Collected.  Subject to Article Fourteen hereof and Section 1204, any money or property collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

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FIRST:  To the payment of all amounts due the Trustee under Section 607;

SECOND:  To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and

THIRD:  The balance, if any, to the Company or as a court of competent jurisdiction may direct in writing; provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

SECTION 507.  Limitation on Suits.  No Holder of any Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)           such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)           Holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3)           such Holders have offered the Trustee reasonable security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4)           the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)           Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period,

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture or the Guarantees, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 306) interest on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment on or

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after such respective dates, and such rights shall not be impaired without the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, any Guarantor, any other obligor of the Notes, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 305, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512.  Control by Holders.  The Holders of not less than a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

(1)           such direction shall not be in conflict with any rule of law or with this Indenture,

(2)           subject to Section 315 of the Trust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3)           the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

SECTION 513.  Waiver of Past Defaults.  Subject to Sections 508 and 902, the Holders of not less than a majority in principal amount of the Outstanding Notes

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may on behalf of the Holders of all such Notes waive any past Default hereunder and its consequences, except a continuing Default or Event of Default (1) in respect of the payment of interest on, premium, if any, or the principal of any such Note held by a non-consenting Holder, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

SECTION 514.  Waiver of Stay or Extension Laws.  Each of the Company, the Guarantors and any other obligor on the Notes covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company, the Guarantors and any other obligor on the Notes (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601.  Duties of the Trustee.  (a)  Except during the continuance of a Default or an Event of Default,

(1)           the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)           in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof.

(b)           If a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, the Trustee shall exercise

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such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(c)           No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1)           this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

(2)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(4)           no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)           Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602.  Notice of Defaults.  Within 30 days after the earlier of receipt from the Company of notice of the occurrence of any Default or Event of Default hereunder or the date when such Default or Event of Default becomes known to the Trustee, the Trustee shall transmit, in the manner and to the extent provided in TIA Section 313(c), notice of such Default or Event of Default hereunder known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders.

SECTION 603.  Certain Rights of Trustee.  Subject to the provisions of TIA Sections 315(a) through 315(d):

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(1)           the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)           any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(3)           whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4)           the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel;

(5)           the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction;

(6)           the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(7)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

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(8)           the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence.

(9)           the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

(10)         the Trustee may request that the Company deliver an Officers’ Certificate substantially in the Form of Exhibit C hereto setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and

(11)         in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 604.  Trustee Not Responsible for Recitals or Issuance of Notes.  The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein.  The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 605.  May Hold Notes.  The Trustee, any Paying Agent, any Note Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not the Trustee, Paying Agent, Note Registrar or such other agent; provided, however, that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

SECTION 606.  Money Held in Trust.  Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

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SECTION 607.  Compensation and Reimbursement.  The Company and the Guarantors, jointly and severally, agree:

(1)           to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)           except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and

(3)           to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Company, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.  As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Notes.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.

The provisions of this Section shall survive the termination of this Indenture and resignation or removal of the Trustee.

SECTION 608.  Corporate Trustee Required; Eligibility.  There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of condition at least annually, pursuant to law or to

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the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 609.  Resignation and Removal; Appointment of Successor.  (a)  No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610.

(b)           The Trustee may resign at any time by giving written notice thereof to the Company.  Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee.  If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(c)           The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company.  If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(d)           The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

(e)           If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all

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others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f)            The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 107.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 610.  Acceptance of Appointment by Successor.  (a)  Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

(b)           No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 611.  Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.  In case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee.  In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

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SECTION 612.  Appointment of Authenticating Agent.  At any time when any of the Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes and the Trustee shall give written notice of such appointment to all Holders of Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 107.  Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company.  Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Notes, in the manner provided for in Section 107.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No

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successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time such compensation for its services under this Section as shall be agreed in writing between the Company and such Authenticating Agent.

If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes designated therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK

as Trustee

By:

as Authenticating Agent

By:

as Authorized Officer

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses.  The Company will furnish or cause to be furnished to the Trustee:

(1)           semiannually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

(2)           at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content to that in clause (1) hereof as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Note Registrar, no such list need be furnished.

SECTION 702.  Disclosure of Names and Addresses of Holders.  Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held

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accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

SECTION 703.  Reports by Trustee.  Within 60 days after May 15 of each year commencing with the first May 15 after the Issue Date, the Trustee shall transmit to the Holders of Notes (with a copy to the Company at the address specified in Section 106), in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 that complies with TIA Section 313(a).  The Trustee also shall comply with TIA Section 313(b).

ARTICLE EIGHT

MERGER, CONSOLIDATION OR SALE
OF ALL OR SUBSTANTIALLY ALL ASSETS

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.  (a)  The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)           the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2)           the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3)           immediately after such transaction, no Default or Event of Default exists;

(4)           immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period,

(A)  the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1011(a) or

(B)  the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be greater than such Ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction;

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(5)           each Guarantor, unless it is the other party to the transactions described above, in which case Section 802(1)(B) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(6)           the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b)           The Successor Company shall succeed to, and be substituted for the Company under this Indenture and the Notes. Notwithstanding clauses (a)(3) and (a)(4) above,

(1)           any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and

(2)           the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in another State of the United States so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby.

SECTION 802.  Guarantors May Consolidate, Etc., Only on Certain Terms.  Subject to Section 1209, each Guarantor shall not, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(1)           (A)  such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B)  the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C)  immediately after such transaction, no Default or Event of Default exists; and

(D)  the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

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(2)           the transaction is made in compliance with Section 1018.

Subject to Section 1209 hereof, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.  Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.

SECTION 803.  Successor Substituted.  Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Company or any Guarantor in accordance with Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture or the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or such Guarantor, as the case may be, herein or the Guarantees, as the case may be. When a successor Person assumes all obligations of its predecessor hereunder, the Notes or the Guarantees, as the case may be, such predecessor shall be released from all obligations; provided that in the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes or the Guarantees, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901.  Amendments or Supplements Without Consent of Holders.  Without the consent of any Holders, the Company, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee, at any time and from time to time, may amend or supplement this Indenture, any Guarantee or the Notes, in form satisfactory to the Trustee, for any of the following purposes:

(1)           to cure any ambiguity, omission, mistake, defect or inconsistency;

(2)           to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)           to comply with Article Eight hereof;

(4)           to provide the assumption of the Company’s or such Guarantor’s obligations to Holders;

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(5)           to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6)           to add covenants for the benefit of the Holders or to surrender any right or power conferred in this Indenture upon the Company or any Guarantor;

(7)           to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8)           to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of Sections 609 and 610 hereof;

(9)           to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable;

(10)         to add a Guarantor under this Indenture;

(11)         to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Circular to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; or

(12)         making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

SECTION 902.  Amendments, Supplements or Waivers with Consent of Holders.  With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee, the Company, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the Notes) and any existing Default, Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes); provided, however, that no such amendment, supplement or

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waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

(1)           reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver,

(2)           reduce the principal of or change the Maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes (other than Sections 1017 and 1018),

(3)           reduce the rate of or change the time for payment of interest on any Note,

(4)           waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders,

(5)           make any Note payable in money other than that stated in the Notes,

(6)           make any change in Section 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes,

(7)           make any change in these amendment and waiver provisions,

(8)           impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or

(9)           make any change in Article Fourteen hereof or Section 1204 that would adversely affect the Holders.

SECTION 903.  Execution of Amendments, Supplements or Waivers.  In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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SECTION 904.  Effect of Amendments, Supplements or Waivers.  Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905.  Compliance with Trust Indenture Act.  Every supplemental indenture executed pursuant to the Article shall comply with the requirements of the Trust Indenture Act as then in effect.

SECTION 906.  Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

SECTION 907.  Notice of Supplemental Indentures.  Promptly after the execution by the Company, any Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Note affected, in the manner provided for in Section 107, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001.  Payment of Principal, Premium, if any, and Interest.  The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of (and premium, if any) and interest and Special Interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture.

The Company shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

SECTION 1002.  Maintenance of Office or Agency.  The Company will maintain in The City of New York, an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The designated office of the Trustee shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes.  The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or

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shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

SECTION 1003.  Money for Notes Payments to Be Held in Trust.  If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (or premium, if any) or Special Interest, if any, or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal of (or premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1)           hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2)           give the Trustee notice of any Default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and

(3)           at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

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The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004.  Corporate Existence.  Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) and franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole.

SECTION 1005.  Payment of Taxes and Other Claims.  The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (2) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company) are being maintained in accordance with GAAP.

SECTION 1006.  Maintenance of Properties.  The Company will cause all properties owned by the Company or any Restricted Subsidiary or used or held for use in

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the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary.

SECTION 1007.  Insurance.  The Company will at all times keep all of its and its Subsidiaries’ properties which are of an insurable nature insured with insurers, believed by the Company to be responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties.

SECTION 1008.  Statement by Officers as to Default.  (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding quarter or the preceding fiscal year, as the case may be, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto.  The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end.  For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

(b)           (1)  When any Default or Event of Default has occurred and is continuing under this Indenture, or (2) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an

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Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

SECTION 1009.  Reports and Other Information.  (a)  Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and Holders (without exhibits), without cost to each Holder, within 15 days after it files with the SEC):

(1)           within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2)           within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;

(3)           promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4)           any other information, documents and other reports which the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

provided that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under this Section 1009 with respect to financial information relating to the

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Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand.

(b)           Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement within the time periods specified in the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

SECTION 1010.  Limitation on Restricted Payments.  (a)  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

(1)           declare or pay any dividend or make any distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A)  dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests; or

(B)  dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(2)           purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(3)           make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A)  Indebtedness permitted under clauses (7) and (8) of Section 1011(b); or

(B)  the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

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(4)           make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(A)  no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(B)  immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 1011(a); and

(C)  such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof only), (5), (6)(A) and (C) and (9) of Section 1010(b), but excluding all other Restricted Payments permitted by Section 1010(b)), is less than

(1)      50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

(2)      100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of marketable securities or other property received by the Company since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(12) from the issue or sale of

(x)      Equity Interests of the Company, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of marketable securities or other property received from the sale of

(A)     Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent entity of the Company and the Company’s Subsidiaries after the Issue Date to the extent

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such amounts have been applied to Restricted Payments made in accordance with Section 1010(b)(4) and

(B)     Designated Preferred Stock

and to the extent actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent entities (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such entities or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 1010(b)(4) or

(y)      debt securities of the Company that have been converted into or exchanged for such Equity Interests of the Company;

provided, however, that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests or converted debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, (c) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (d) Excluded Contributions, plus

(3)      100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of marketable securities or other property contributed to the capital of the Company following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(12)) (other than by a Restricted Subsidiary and other than by any Excluded Contributions), plus

(4)      to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of marketable securities or other property received by means of

(A)     the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Company and its Restricted Subsidiaries or

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(B)     the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clauses (7) or (10) of Section 1010(b) or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary plus

(5)      in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Company in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $25.0 million, in writing by an independent investment banking firm of nationally recognized standing, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clauses (7) or (10) of Section 1010(b) or to the extent such Investment constituted a Permitted Investment.

(b)           The foregoing provisions shall not prohibit:

(1)           Subject to clauses (16) and (17) below, the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)           (A)          the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness of the Company, or any Equity Interests of any direct or indirect parent entity of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and

(B)  if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 1010(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent entity of the Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement;

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(3)           the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company which is incurred in compliance with Section 1011 so long as:

(A)  the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness,

(B)  such Indebtedness is subordinated to the Notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

(C)  such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and

(D)  such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4)           a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Company or any of its direct or indirect parent entities held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent entities pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided,however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(A)  the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent entities that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of

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Restricted Payments by virtue of clause (C)(4) of the first paragraph of Section 1010; plus

(B)  the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date less

(C)  the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this Section 1010(b)(4);

and provided further that cancellation of Indebtedness owing to the Company from members of management of the Company, any of its direct or indirect parent entities or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent entities will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

(5)           the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any other Restricted Subsidiary issued in accordance with the covenant described under Section 1011 to the extent such dividends are included in the definition of Fixed Charges;

(6)           (A)  the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

(B)  the declaration and payment of dividends to a direct or indirect parent entity of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent entity issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or

(C)  the declaration and payment of dividends on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to Section 1010(b)(2);

provided, however, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and the Restricted Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

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(7)           Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $30.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8)           repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9)           the declaration and payment of dividends on the Company’s common stock, following the first public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to the Company’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10)         Investments that are made with Excluded Contributions;

(11)         other Restricted Payments in an aggregate amount not to exceed $50.0 million;

(12)         distributions or payments of Receivables Fees;

(13)         any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 1013;

(14)         the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions of Section 1017 and Section 1018; provided that all notes tendered by holders of the notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15)         the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay:

(A)  franchise taxes and other fees, taxes and expenses required to maintain their corporate existence,

(B)  federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and the Restricted Subsidiaries and, to the extent of the amount actually received

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from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries,

(C)  customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries, and

(D)  general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries;

(16)         on or after December 1, 2008, the declaration and payment of a dividend or the making of a distribution to Holdco to pay cash interest as and when due on the Senior Discount Notes pursuant to the Senior Discount Indenture as in effect on the Issue Date in an amount equal to such cash interest payments; provided, however, that such dividends or distributions made pursuant to this clause (16) shall not be made more than three business days prior to the date on which such interest is due pursuant to the Senior Discount Indenture; and

(17)         the declaration and payment of a dividend or the making of a distribution to Holdco to redeem, defease, repurchase or otherwise acquire or retire (including by way of satisfaction and discharge of the terms of the Senior Discount Indenture) the Senior Discount Notes (other than any Senior Discount Notes beneficially owned by any Affiliate of the Company) in accordance with the terms of the Senior Discount Indenture as in effect on the Issue Date, in an amount equal to such redemption, defeasance, repurchase or other acquisition payment; provided, however, that such dividends or distributions pursuant to this clause (17) may only be declared or made, if on the date such dividend or distribution is declared or made as applicable, the Company’s Debt to EBITDA Ratio would be equal to or less than 4.25 to 1.00, determined on a pro forma basis (including after giving pro forma effect to any such dividend or distribution and any Indebtedness incurred in connection with the payment of any such dividend or distribution); provided, further, however, that such dividends or distributions made pursuant to this clause (17) shall not be made more than three business days prior to the date on which such redemption, defeasance, repurchase or other acquisition payment is to be made pursuant to the Senior Discount Indenture as in effect on the Issue Date;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (6), (11), (16) and (17) of this Section 1010(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

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(c)           As of the time of issuance of the Notes, all of the Company’s Subsidiaries shall be Restricted Subsidiaries. The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary” in Section 102 of this Indenture.  For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment” in Section 102 of this Indenture.  Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 1010(a) or under clauses (7), (10) or (11) of Section 1010(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture.

SECTION 1011.  Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.  (a)  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if the Fixed Charge Coverage Ratio for the Company’s and the Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed $100.0 million at any one time outstanding.

(b)           The foregoing limitations shall not apply to:

(1)           the incurrence of Indebtedness under Credit Facilities by the Company or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $1,420.0 million outstanding at any one time;provided, however, that the aggregate amount of

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Indebtedness incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (1) may not exceed $200.0 million outstanding at any one time;

(2)           the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes);

(3)           Existing Indebtedness (other than Indebtedness described in clauses (1) and (2) above);

(4)           Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (4) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (4), does not exceed the greater of (i) $120.0 million and (ii) 5.00% of Total Assets.

(5)           Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6)           Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A)  such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)) and

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(B)  the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(7)           Indebtedness of the Company to a Restricted Subsidiary;provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(8)           Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that:

(A)  any such Indebtedness is made pursuant to an intercompany note and

(B)  if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor;

provided further that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9)           shares of preferred stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock;

(10)         Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 1011 or commodity pricing risk;

(11)         obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

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(12)         Indebtedness, Disqualified Stock and preferred stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (12), does not at any one time outstanding exceed the sum of (i) $125.0 million and (ii) 100% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (2) and (3) of clause (C) of the first paragraph of Section 1010 to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or exchanges pursuant to Section 1010(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) (it being understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this clause (12) shall cease to be deemed incurred or outstanding for purposes of this clause (12) but shall be deemed incurred for the purposes of Section 1011(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under Section 1011(a) without reliance on this clause (12));

(13)         the incurrence by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to refund or refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under Section 1011(a) and clauses (2) and (3) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or preferred stock issued to so refund or refinance such Indebtedness, Disqualified Stock or preferred stock including additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided,however, that such Refinancing Indebtedness

(A)  has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded or refinanced,

(B)  to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee of the Notes, such Refinancing Indebtedness is subordinated or pari passu to the Notes or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively and

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(C)  shall not include (i) Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of the Company, (ii) Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock of a Guarantor or (iii) Indebtedness, Disqualified Stock or preferred stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary;

and provided further that subclause (A) above of this clause (13) shall not apply to any refunding or refinancing of any Indebtedness outstanding under the Senior Credit Facilities;

(14)         Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; provided further that after giving effect to such acquisition or merger, either

(A)  the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1011(a), or

(B)  the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15)         Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16)         Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; and

(17)         (A)          any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(B)           any guarantee by a Restricted Subsidiary of Indebtedness of the Company, provided that such guarantee is incurred in accordance with Section 1015.

(c)           For purposes of determining compliance with this Section 1011,

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(1)           in the event that an item of Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in clauses (1) through (17) of this Section 1011(b) or is entitled to be incurred pursuant to Section 1011(a), the Company shall, in its sole discretion, classify or reclassify such item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred stock in one of the above clauses of this Section 1011(b); provided that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the Notes shall be treated as incurred on the Issue Date under Section 1011(b)(1); and

(2)           at the time of incurrence, the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred stock for purposes of this Section 1011.

(d)           For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(e)           The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

SECTION 1012.  Liens.  The Company shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Senior Subordinated Indebtedness or Subordinated Indebtedness on any asset or property of the Company or such Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless the Notes (or a Guarantee in the case of Liens of a Guarantor) are equally and ratably secured with (or in the event the Lien relates to

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Subordinated Indebtedness, are secured on a senior basis to) the obligations so secured until such time as such obligations are no longer secured by a Lien.

SECTION 1013.  Limitations on Transactions with Affiliates.  (a)               The Company shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless

(1)           such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and

(2)           the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above.

(b)           The foregoing provisions will not apply to the following:

(1)           transactions between or among the Company or any of the Restricted Subsidiaries;

(2)           Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”;

(3)           the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors;

(4)           the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parents or any Restricted Subsidiary;

(5)           transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 1013(a)(1);

(6)           any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the Issue Date);

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(7)           the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect;

(8)           the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Circular;

(9)           transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10)         the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant;

(11)         sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12)         payments by the Company or any Restricted Subsidiary to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Company in good faith; and

(13)         payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parents or any Restricted Subsidiary and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the Board of Directors of the Company in good faith.

SECTION 1014.  Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

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(a)           (1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Company or any Restricted Subsidiary;

(b)           make loans or advances to the Company or any Restricted Subsidiary; or

(c)           sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(1)           contractual encumbrances or restrictions in effect on the Issue Date, including, pursuant to the Senior Credit Facilities and the related documentation;

(2)           this Indenture and the Notes;

(3)           purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(4)           applicable law or any applicable rule, regulation or order;

(5)           any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6)           contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7)           secured Indebtedness otherwise permitted to be incurred pursuant to Sections 1011 and 1012 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8)           restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9)           other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 1011;

(10)         customary provisions in joint venture agreements and other similar agreements;

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(11)         customary provisions contained in leases and other agreements entered into in the ordinary course of business;

(12)         any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13)         restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility.

SECTION 1015.  Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.  The Company shall not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless:

(1)           such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor (A) if the Notes or such Guarantor’s Guarantee of the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantee, as applicable, are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2)           such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3)           such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that

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(A)  such Guarantee has been duly executed and authorized, and

(B)  such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by any Bankruptcy Law (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

SECTION 1016.  Limitation on Other Senior Subordinated Indebtedness.  The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Indebtedness of the Company or any Guarantor, as the case may be, unless such Indebtedness is either

(A)  equal in right of payment with the Notes or such Guarantor’s Guarantee, as the case may be, or

(B)  expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, as the case may be.

SECTION 1017.  Change of Control.  (a)  If a Change of Control occurs, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company shall send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register with a copy to the Trustee, with the following information:

(1)           a Change of Control Offer is being made pursuant to this Section 1017 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;

(2)           the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)           any Note not properly tendered will remain outstanding and continue to accrue interest;

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(4)           unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5)           Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

(6)           Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and

(7)           that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

(b)           While the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of the Depositary subject to its rules and regulations.

(c)           The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(d)           On the Change of Control Payment Date, the Company shall, to the extent permitted by law,

(1)           accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2)           deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and

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(3)           deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.

(e)           The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f)            The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

SECTION 1018.  Asset Sales.  (a)  The Company shall not, and shall not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale, unless:

(1)           the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company) of the assets sold or otherwise disposed of and

(2)           except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A)  any liabilities (as shown on the Company’s, or such Restricted Subsidiary’s, most recent balance sheet or in the footnotes thereto) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing,

(B)  any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and

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(C)  any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 5.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b)           Within 365 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale

(1)           to permanently reduce:

(A)  Obligations under the Senior Credit Facilities, and to correspondingly reduce commitments with respect thereto.

(B)  Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto) or Senior Subordinated Indebtedness, provided that if the Company shall so reduce Obligations under Senior Subordinated Indebtedness, it shall equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

(C)  Indebtedness of a Restricted Subsidiary which is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary (but only to the extent such Net Proceeds from such Asset Sale are from an Asset Sale of or affecting such Restricted Subsidiary which is not a Guarantor),

(2)           to an investment in (A) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

(3)           to an investment in (A) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock

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and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) other assets that, in each of (A), (B) and (C) replace the businesses, properties and assets that are the subject of such Asset Sale;

provided, that in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Company or such Restricted Subsidiary enters into another Acceptable Commitment within nine months of such cancellation or termination.

(c)           Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 1018(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall make an offer to all Holders of the Notes, and, if required by the terms of any Senior Subordinated Indebtedness of the Company, to the holders of such Senior Subordinated Indebtedness of the Company, (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes and such Senior Secured Indebtedness of the Company, that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $20.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and such Senior Subordinated Indebtedness of the Company tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Senior Subordinated Indebtedness of the Company surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Senior Subordinated Indebtedness of the Company to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Senior Subordinated Indebtedness of the Company tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d)           Pending the final application of any Net Proceeds pursuant to this Section 1018, the Company or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

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(e)           The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(f)            If less than all of the Notes or such Senior Subordinated Indebtedness of the Company are to be redeemed at any time, selection of such Notes for redemption, will be made by the Trustee on a pro rata basis to the extent practicable; provided that no Notes of $1,000 or less shall be purchased or redeemed in part.

(g)           Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder to be purchased or redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

(h)           A new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase or redemption date, unless the Company defaults in payment of the purchase or Redemption Price, interest shall cease to accrue on Notes or portions thereof purchased or called for redemption.

SECTION 1019.  Special Interest Notice.  In the event that the Company is required to pay Special Interest to Holders of Notes pursuant to the Registration Rights Agreement, the Company will provide written notice (“Special Interest Notice”) to the Trustee of its obligation to pay Special Interest no later than fifteen days prior to the proposed payment date for the Special Interest, and the Special Interest Notice shall set forth the amount of Special Interest to be paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Special Interest, or with respect to the nature, extent, or calculation of the amount of Special Interest owed, or with respect to the method employed in such calculation of the Special Interest.

SECTION 1020.  Suspension of Covenants.  (a)  During any period of time that: (1) the Notes have Investment Grade Ratings from both Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture:

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(A)  clause (a)(4) of Section 801;

(B)  Section 1010;

(C)  Section 1011;

(D)  Section 1013;

(E)  Section 1014;

(F)  Section 1015;

(G)  Section 1016; and

(H)  Section 1018;

(collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be set at zero. In addition, the Guarantees of the Guarantors shall also be suspended as of such date (the “Suspension Date”). In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees shall be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

(b)           On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to Sections 1011(a) or 1011(b) (in each case, to the extent such Indebtedness or Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to Section 1011(a) or 1011(b), such Indebtedness or Disqualified Stock shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 1011(b)(3). Calculations made after the Reversion Date of the amount available to be made as

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Restricted Payments under Section 1010 shall be made as though Section 1010 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under 1010(a).

(c)           The Company shall give the Trustee prompt (and in any event not later than five business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event.  In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.  The Company shall give the Trustee prompt (and in any event not later than five business days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date.  After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF NOTES

SECTION 1101.  Right of Redemption.  At any time prior to October 1, 2008, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On or after October 1, 2008, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

Year	Percentage
2008	103.813	%
2009	101.906	%
2010 and thereafter	100.000	%

In addition, until October 1, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 107.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of

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one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

SECTION 1102.  Applicability of Article.  Redemption of Notes at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

SECTION 1103.  Election to Redeem; Notice to Trustee.  The election of the Company to redeem any Notes pursuant to Section 1101 above shall be evidenced by a Board Resolution.  In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 1104.

SECTION 1104.  Selection by Trustee of Notes to Be Redeemed.  If less than all of the Notes or such Senior Subordinated Indebtedness of the Company are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee on a pro rata basis to the extent practicable; provided that no notes of $1,000 or less shall be purchased or redeemed in part.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes to be purchased or redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

A new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase or Redemption Date, unless the Company defaults in payment of the purchase or Redemption Price, interest shall cease to accrue on Notes or portions thereof purchased or called for redemption.

SECTION 1105.  Notice of Redemption.  Notice of redemption shall be given in the manner provided for in Section 107 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder to be redeemed.

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All notices of redemption shall state:

(1)           the Redemption Date,

(2)           the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1107, if any,

(3)           if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Notes to be redeemed,

(4)           in case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the Holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed,

(5)           that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

(6)           the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,

(7)           the name and address of the Paying Agent,

(8)           that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

(9)           the “CUSIP” number, ISIN or “Common Code” number and that no representation is made as to the accuracy or correctness of the “CUSIP” number, ISIN or “Common Code” number, if any, listed in such notice or printed on the Notes, and

(10)         the paragraph of the Notes pursuant to which the Notes are to be redeemed.

Notice of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 1106.  Deposit of Redemption Price.  Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest and Special Interest, if any, on, all the Notes which are to be redeemed on that date.

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SECTION 1107.  Notes Payable on Redemption Date.  Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest and Special Interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest and Special Interest, if any, to the Redemption Date and such Notes shall be canceled by the Trustee; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 306.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

SECTION 1108.  Notes Redeemed in Part.  Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

ARTICLE TWELVE

GUARANTEES

SECTION 1201.  Guarantees.  Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on, or Special Interest in respect of, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated

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Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 1205 hereof.

Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee.  Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

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Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The form of Notation of Guarantee to be executed on each Note by each Guarantor is attached as Exhibit B hereto.

SECTION 1202.  Severability.  In case any provision of any Guarantee 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 to the extent permitted by applicable law.

SECTION 1203.  Restricted Subsidiaries.  The Company shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and provisions of Section 1015 to (1) execute and deliver to the Trustee any amendment or supplement to this Indenture in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior subordinated basis and (2) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that such amendment or supplement has been duly executed and delivered by such Restricted Subsidiary and is in compliance with the terms of this Indenture.  Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to Section 1208, be deemed to refer to all Guarantors, including such Restricted Subsidiary.  Such Guarantee shall be released in accordance with Section 803 and Section 1209.

SECTION 1204.  Subordination of Guarantees.  The Guarantee issued by any Guarantor shall be unsecured senior subordinated obligations of such Guarantor, ranking pari passu with all other existing and future Senior Subordinated Indebtedness of such Guarantor, if any.  The Indebtedness evidenced by such Guarantee shall be subordinated on the same basis to Senior Indebtedness of such Guarantor as the Notes are subordinated to Senior Indebtedness under Article Fourteen.

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SECTION 1205.  Limitation of Guarantors’ Liability.  Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 1205, result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.

SECTION 1206.  Contribution.  In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee of such Guarantor.  “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

SECTION 1207.  Subrogation.  Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 1201; provided, however, that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Notes shall have been paid in full.

SECTION 1208.  Reinstatement.  Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must

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otherwise be restored by a Holder to the Company upon the bankruptcy or insolvency of the Company or any Guarantor.

SECTION 1209.  Release of a Guarantor.  Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged upon:

(1)           (A)          any sale, exchange or transfer (by merger or otherwise) of all of the Company’s Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B)  the release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)  if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(D)  the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303 hereof, or if the Company’s obligations under this Indenture are discharged in accordance with Section 401; and

(2)           such Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with.

SECTION 1210.  Benefits Acknowledged.  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.

ARTICLE THIRTEEN

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company’s Option to Effect Legal Defeasance or Covenant Defeasance.  The Company may, at its option by Board Resolution, at any time, with respect to the Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302.  Legal Defeasance and Discharge.  Upon the Company’s exercise under Section 1301 of the option applicable to this Section 1302, each of the Company and the Guarantors shall be deemed to have been discharged from its

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respective obligations with respect to all Outstanding Notes on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, such Legal Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture referred to in (1) and (2) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Outstanding Notes to receive payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, solely out of the trust described in Section 1304, (2) the Company’s obligations with respect to such Notes under Sections 303, 304, 305, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the obligations of each of the Company and the Guarantors in connection therewith and (4) this Article Thirteen.  Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Notes.

SECTION 1303.  Covenant Defeasance. Upon the Company’s exercise under Section 1301 of the option applicable to this Section 1303, each of the Company and the Guarantors shall be released from its respective obligations under any covenant contained in Sections 801, 802 and in Sections 1005, 1006, 1007 and 1009 through and including 1018 with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder.  For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Sections 501(3), 501(4), 501(5), 501(6), 501(7) and 501(9) and, with respect to only any Significant Subsidiary and not the Company, Section 501(8), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

SECTION 1304.  Conditions to Legal Defeasance or Covenant Defeasance.  The following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Notes:

(1)           The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Thirteen

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applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such Notes; (A) cash in U.S. dollars, or (B) non-callable Government Securities, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any, or, interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said payments with respect to the Notes; and provided further that upon the effectiveness of this Section 1304, the cash or Government Securities deposited shall not be subject to the rights of the holders of Senior Indebtedness pursuant to the provisions of Article Fourteen.  Before such a deposit, the Company may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing;

(2)           in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(A)  the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B)  since the issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)           in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

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(4)           no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit;

(5)           such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(6)           the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title II of the United States Code;

(7)           the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and

(8)           the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

SECTION 1305.  Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last paragraph of Section 1003, all cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the “Qualifying Trustee”) pursuant to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Qualifying Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.

Anything in this Article Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Company from time to time upon Company

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Request any money or Government Securities held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Qualifying Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

SECTION 1306.  Reinstatement.  If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 1305 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and each Guarantor’s obligations under this Indenture and the Outstanding Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 1305; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FOURTEEN

SUBORDINATION

SECTION 1401.  Agreement To Subordinate.  The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen, to the prior payment of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. All provisions of this Article Fourteen shall be subject to Section 1412 hereof.

SECTION 1402.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

(1)           holders of Senior Indebtedness of the Company shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment of principal of or interest on the Notes;

(2)           until such Senior Indebtedness is paid in full in cash, any payment or distribution to which Holders would be entitled but for this Article Fourteen shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities; and

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(3)           if a distribution is made to holders of the Notes that, due to the subordination provisions, should not have been made to them, such holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of the Company and pay it over to them as their interests may appear.

SECTION 1403.  Default on Designated Senior Indebtedness of the Company.  The Company shall not pay the principal of, premium, if any, or interest on the Notes or make any deposit pursuant to Article Four or Article Thirteen and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following (a “Payment Default”) occurs: (a) any Obligation on Designated Senior Indebtedness of the Company is not paid in full in cash when due (after giving effect to any applicable grace period); or (b) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Company shall be entitled to pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.  During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee of (with a copy to the Company) written notice (a “Blockage Notice”) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter.  The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 1403), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness, the Company shall be entitled to resume payments on the Notes after termination of such Payment Blockage Period.  The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 365-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period; provided that if any Blockage Notice within such 365-day period is delivered to the Trustee by or on behalf of any holders of Designated Senior Indebtedness of the Company (other than holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the

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Senior Credit Facilities shall be entitled to give another Blockage Notice within such period; provided further, however, that in no event shall the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 365-consecutive-day period, and there must be at least 186 days during any consecutive 365-day period during which no Payment Blockage Period is in effect.  For purposes of this Section 1403, no Default or Event of Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 365 consecutive days.

SECTION 1404.  Acceleration of Payment of Securities.  If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of the Company (or their Representatives) of the acceleration.

SECTION 1405.  When Distribution Must Be Paid Over.  If a distribution is made to Holders that because of this Article Fourteen should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Indebtedness of the Company and pay it over to them as their interests may appear.

SECTION 1406.  Subrogation.  After all Senior Indebtedness of the Company is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness.  A distribution made under this Article Fourteen to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Company and Holders, a payment by the Company on such Senior Indebtedness.

SECTION 1407.  Relative Rights.  This Article Fourteen defines the relative rights of Holders and holders of Senior Indebtedness of the Company.  Nothing in this Indenture shall:

(1)           impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; or

(2)           prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Company to receive distributions otherwise payable to Holders.

SECTION 1408.  Subordination May Not Be Impaired by Company.  No right of any holder of Senior Indebtedness of the Company to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

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SECTION 1409.  Rights of Trustee and Paying Agent.  Notwithstanding Section 1403, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article Fourteen would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a trust officer of the Trustee receives notice satisfactory to it that such payments are prohibited by this Article Fourteen.  The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Company has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Company with the same rights it would have if it were not Trustee.  The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article Six shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

SECTION 1410.  Distribution or Notice to Representative.  Whenever any Person is to make a distribution or give a notice to holders of Senior Indebtedness of the Company, such Person shall be entitled to make such distribution or give such notice to their Representative (if any).

SECTION 1411.  Article Fourteen Not To Prevent Events of Default or Limit Right To Accelerate.  The failure to make a payment pursuant to the Notes by reason of any provision in this Article Fourteen shall not be construed as preventing the occurrence of a Default.  Nothing in this Article Fourteen shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

SECTION 1412.  Trust Moneys Not Subordinated.  Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article Four or Article Thirteen by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Indebtedness of the Company or subject to the restrictions set forth in this Article Fourteen, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.

SECTION 1413.  Trustee Entitled To Rely.  Upon any payment or distribution pursuant to this Article Fourteen, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1402 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of

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the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Fourteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 601 and 603 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Fourteen.

SECTION 1414.  Trustee To Effectuate Subordination.  Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this Article Fourteen and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 1415.  Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness of the Company shall be entitled by virtue of this Article Fourteen or otherwise.

SECTION 1416.  Reliance by Holders of Senior Indebtedness of the Company on Subordination Provisions.  Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

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

JOSTENS IH CORP.
By:	/s/ David Tayeh
	Name: David Tayeh
	Title: Chief Financial Officer
JOSTENS, INC.
By:	/s/ David Tayeh
	Name: David Tayeh
	Title: Chief Financial Officer
VON HOFFMANN HOLDINGS INC.
By:	/s/ Gary C. Wetzel
	Name: Gary C. Wetzel
	Title: Chief Financial Officer
VON HOFFMANN CORPORATION
By:	/s/ Gary C. Wetzel
	Name: Gary C. Wetzel
	Title: Chief Financial Officer
THE LEHIGH PRESS, INC.
By:	/s/ Gary C. Wetzel
	Name: Gary C. Wetzel
	Title: Chief Financial Officer

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PRECISION OFFSET PRINTING COMPANY, INC.
By:	/s/ Gary C. Wetzel
	Name: Gary C. Wetzel
	Title: Chief Financial Officer
ANTHOLOGY, INC.
By:	/s/ Gary C. Wetzel
	Name: Gary C. Wetzel
	Title: Chief Financial Officer
AHC I ACQUISITION CORP.
By:	/s/ Kenneth A. Budde
	Name: Kenneth A. Budde
	Title: Chief Financial Officer
AKI HOLDING CORP.
By:	/s/ Kenneth A. Budde
	Name: Kenneth A. Budde
	Title: Chief Financial Officer
AKI, INC.
By:	/s/ Kenneth A. Budde
	Name: Kenneth A. Budde
	Title: Chief Financial Officer
IST CORP.
By:	/s/ Kenneth A. Budde
	Name: Kenneth A. Budde
	Title: Chief Financial Officer

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THE BANK OF NEW YORK,
as Trustee
By:	/s/ Dorothy Miller
	Name: Dorothy Miller
	Title: Vice President

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SCHEDULE I

Guarantors

Jostens, Inc.

Von Hoffmann Holdings Inc.

Von Hoffmann Corporation

The Lehigh Press, Inc.

Precision Offset Printing Company, Inc.

Anthology, Inc.

AHC I Acquisition Corp.

AKI Holding Corp.

AKI, Inc.

IST Corp.

Rule 144A / Regulation S / IAI Appendix

PROVISIONS RELATING TO INITIAL NOTES,
PRIVATE EXCHANGE NOTES
AND EXCHANGE NOTES

1.             Definitions

1.1           Definitions.

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Temporary Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Note, to the extent applicable to such transaction and as in effect from time to time.

“Definitive Note” means a certificated Initial Note or Exchange Note or Private Exchange Note bearing, if required, the appropriate restricted notes legend set forth in Section 2.3(e).

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Distribution Compliance Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.

“Exchange Notes” means (1) the 7 5/8% Senior Subordinated Notes Due 2012 issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

“IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act.

“Initial Notes” means (1) $500,000,000 aggregate principal amount of 7 5/8% Senior Subordinated Notes Due 2012 issued on the Issue Date and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.

“Initial Purchasers” means (1) with respect to the Initial Notes issued on the Issue Date,Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Banc of America Securities LLC, Calyon Securities (USA) Inc., CIT Capital Securities LLC, Greenwich Capital Markets, Inc., ING Financial Markets LLC and NatCity Investments, Inc., and (2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement.

“Notes” means the Initial Notes, the Exchange Notes and the Private Exchange Notes, treated as a single class.

“Notes Custodian” means the custodian with respect to a Global Notes (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee.

“Private Exchange” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Notes held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Notes.

“Private Exchange Notes” means any 7 5/8% Senior Subordinated Notes Due 2012 issued in connection with a Private Exchange.

“Purchase Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the Purchase Agreement dated September 23, 2004, among the Company, the Guarantors and the Representatives on behalf of the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Company, the Guarantors and the Persons purchasing such Additional Notes.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

“Registration Rights Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the Exchange and Registration Rights Agreement dated October 4, 2004, among the Company, the Guarantors and the Representatives on behalf of the Initial Purchasers and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Notes under the related Purchase Agreement.

“Representatives” means Credit Suisse First Boston LLC and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers.

“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

“Securities Act” means the Securities Act of 1933.

“Shelf Registration Statement” means the registration statement issued by the Company in connection with the offer and sale of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement.

2

“Transfer Restricted Notes” means Notes that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

1.2           Other Definitions.

Term	Defined in Section:
“Agent Members”	2.1(b)
“Global Notes”	2.1(a)
“IAI Global Note”	2.1(a)
“Permanent Regulation S Global Note”	2.1(a)
“Regulation S”	2.1(a)
“Regulation S Global Note”	2.1(a)
“Rule 144A”	2.1(a)
“Rule 144A Global Note”	2.1(a)
“Temporary Regulation S Global Note”	2.1(a)

2.             The Notes.

2.1           (a)  Form and Dating.  The Initial Notes will be offered and sold by the Company pursuant to a Purchase Agreement.  The Initial Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein.  Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.  Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note

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only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the notes for its own account or for the account of an institutional accredited investor.

Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”.  The aggregate principal amount of the Global

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Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(b)           Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(c)           Definitive Notes.  Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

2.2           Authentication.  The Trustee shall authenticate and deliver:  (1) on the Issue Date, an aggregate principal amount of $500,000,000 7 5/8% Senior Subordinated Notes Due 2012, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 202 of the Indentureand (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company.  Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 312 of the Indenture, shall certify that such issuance is in compliance with Section 1011 of the Indenture.

2.3           Transfer and Exchange.

(a)           Transfer and Exchange of Definitive Notes.  When Definitive Notes are presented to the Registrar with a request:

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(x)to register the transfer of such Definitive Notes; or

(y)to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(i)            shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii)           if such Definitive Notes are required to bear a restricted notes legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)          if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)           if such Definitive Notes are being transferred to the Company, a certification to that effect; or

(C)           if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

(b)           Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(i)            certification, in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a

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buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Permanent Regulation S Global Note; and

(ii)           written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Note (in the case of a transfer pursuant to clause (b)(1)(B)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled.  If no Rule 144A Global Notes, IAI Global Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

(c)           Transfer and Exchange of Global Notes.

(i)            The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note.  The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii)           If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in

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the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii)          Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iv)          In the event that Global Note is exchanged for Definitive Notes to Section 2.4 of this Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d)           Restrictions on Transfer of Temporary Regulation S Global Notes.  During the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note), (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.

(e)           Legend.

(i)            Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation S shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH

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REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing, bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM

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REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

Each Definitive Note shall also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii)           Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).

(iii)          After a transfer of any Initial Notes or Private Exchange Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Private Exchange Notes, as the case may be, all requirements pertaining to legends on such Initial Note or such Private Exchange Note will cease to apply, the requirements requiring any such Initial Note or such Private Exchange Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or Private Exchange Note or an Initial Note or Private Exchange Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Notes or Private Exchange Notes upon exchange of such transferring Holder’s certificated Initial Note or Private Exchange Note or directions to transfer such Holder’s interest in the Global Note, as applicable.

(iv)          Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial

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Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form, in each case without the restricted notes legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Notes in such Registered Exchange Offer.

(v)           Upon the consummation of a Private Exchange with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Private Exchange Notes in global form with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Notes in such Private Exchange.

(f)            Cancellation or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

(g)           No Obligation of the Trustee.

(i)            The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note).  The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

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(ii)           The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4           Definitive Notes.

(a)           A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture.

(b)           Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.  Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct.  Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted notes legend and definitive notes legend set forth in Exhibit 1 hereto.

(c)           Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d)           In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a

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reasonable supply of definitive notes in definitive, fully registered form without interest coupons.  in the event that such definitive notes are not issued, the company expressly acknowledges, with respect to the right of any holder to pursue a remedy pursuant to this indenture, including pursuant to section 507, the right of any beneficial owner of notes to pursue such remedy with respect to the portion of the global note that represents such beneficial owner’s notes as if such definitive notes had been issued.

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EXHIBIT 1

to Rule 144A / Regulation S / IAI Appendix

[FORM OF FACE OF INITIAL NOTE][Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

[Restricted Notes Legend for Notes offered otherwise
than in Reliance on Regulation S]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR

OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[Restricted Notes Legend for Notes Offered in Reliance on Regulation S]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

[Temporary Regulation S Global Note Legend]

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND

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THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF

3

THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).

[Definitive Notes Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

4

No.            $         

7 5/8% Senior Subordinated Notes Due 2012

Jostens IH Corp., a Delaware corporation, promises to pay to                 , or registered assigns, the principal sum of                  Dollars on October 1, 2012.

Interest Payment Dates:  April 1 and October 1.

Record Dates:  March 15 and September 15.

Additional provisions of this Note are set forth on the other side of this Note.

Dated:

JOSTENS IH CORP.
By
	Name:
	Title:
By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK
as Trustee, certifies that this is one of the Notes referred to in the Indenture.
By
	Authorized Signatory

5

[FORM OF REVERSE SIDE OF INITIAL NOTE]

7 5/8% Senior Subordinated Note Due 2012

1.             Principal and Interest; Subordination

The Company will pay the principal of this Note on October 1, 2012.

The Company promises to pay interest and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 7 5/8% per annum (subject to adjustment as provided below).

Interest, and Special Interest, if any, will be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes) at the close of business on March 15 or September 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing April 1, 2005.

The Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated October 4, 2004, among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”).

Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 4, 2004[; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date].  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest and Special Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to such provisions.  Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee its attorney in-fact for such purpose.

2.             Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Notes on each April 1 and October 1 to the Persons who are Holders (as reflected in the Note Register at the close of business on March 15 and September 15 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Company will make

6

payment to the Holder that surrenders this Note to any Paying Agent on or after October 1, 2012.

The Company will pay principal (premium, if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  However, the Company may pay principal (premium, if any) and interest by its check payable in such money.  The Company may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee.  If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3.             Paying Agent and Note Registrar.

Initially, The Bank of New York, a New York banking corporation (the “Trustee”) will act as Paying Agent and Note Registrar.  The Company may change any Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-registrar.

4.             Indenture.

The Company issued the Notes under an Indenture dated as of October 4, 2004 (the “Indenture”), among the Company, the Guarantors and the Trustee.  Capitalized terms herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are unsecured senior obligations of the Company.  The Indenture does not limit the aggregate principal amount of the Notes.

5.             Redemption.

Optional Redemption.  At any time prior to October 1, 2008, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after October 1, 2008, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class

7

mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

Year	Percentage
2008	103.813	%
2009	101.906	%
2010 and thereafter	100.000	%

In addition, until October 1, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 107.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

6.             Repurchase upon a Change of Control and Asset Sales.

Upon the occurrence of (a) a Change of Control, the Holders of the Notes will have the right to require that the Company purchase such Holder’s outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase and (b) Asset Sales, the Company may be obligated to make offers to purchase Notes and Senior Subordinated Indebtedness of the Company with a portion of the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

7.             Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Note Registrar need not register the transfer or exchange of any Notes selected for redemption

8

(except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.

8.             Persons Deemed Owners.

A registered Holder may be treated as the owner of a Note for all purposes.

9.             Unclaimed Money.

If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its written request.  After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10.           Discharge and Defeasance Prior to Redemption or Maturity.

If the Company irrevocably deposits, or causes to be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Notes (a) to Redemption or Maturity Date, the Company will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture.

11.           Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes.  Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12.           Restrictive Covenants.

The Indenture contains certain covenants, including covenants with respect to the following matters: (i) Restricted Payments; (ii) Incurrence of Indebtedness and Issuance of Disqualified Stock; (iii) Liens; (iv) transactions with Affiliates; (v) dividend and other payment restrictions affecting Restricted Subsidiaries; (vi) guarantees of Indebtedness by Restricted Subsidiaries; (vii) incurrence of other Senior Subordinated Indebtedness; (viii) merger and certain transfers of assets; (ix) purchase of Notes upon a Change in Control; and (x) disposition of proceeds of Asset

9

Sales.  Within 120 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, the Company must report to the Trustee on compliance with such limitations.

13.           Successor Persons.

When a successor Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

14.           Remedies for Events of Default.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable; provided, however, that, so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of (1) acceleration of any such Indebtedness under the Senior Credit Facilities, or (2)          five Business Days after the giving of written notice of such acceleration to the Company and the administrative agent under the Senior Credit Facilities.  If a bankruptcy or insolvency default with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, the Notes automatically become immediately due and payable.  Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.  Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

15.           Guarantees.

The Company’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis, to the extent set forth in the Indenture, by each of the Guarantors.

16.           Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the Trustee.

10

17.           Authentication.

This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

18.           Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

19.           CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20.           Holders’ Compliance with the Registration Rights Agreement.

Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

21.           Governing Law.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to Jostens IH Corp., 5501 American Boulevard West, Minneapolis, Minnesota 55437, Attention: General Counsel.

Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Indenture.

11

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                                               agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

o            to the Company; or

(1) o            pursuant to an effective registration statement under the Securities Act of 1933; or

(2) o            inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or

(3)o            outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

(4)o            pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or

12

(5)o            to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements relating to the transfer of this Note (the form of which can be obtained from the Trustee) and, if such transfer is in respect of an aggregate principal amount of notes less than $250,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.

Signature
Signature Guarantee:
Signature must be guaranteed	Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

13

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	Notice:To be executed by an executive officer

14

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of
Exchange Amount of decrease in
Principal amount of this
Global Note Amount of increase in
Principal amount of this
Global Note Principal amount of this
Global Note following such
decrease or increase) Signature of authorized
officer of Trustee or Notes
Custodian

15

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 1017 or1018 of the Indenture, check the box:       o

o  If you want to elect to have only part of this Note purchased by the Company pursuant to Section 1017 or 1018 of the Indenture, state the amount in principal amount:  $

Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note.)
Signature Guarantee:
	(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

16

EXHIBIT 2

to Rule 144A / Regulation S / IAI Appendix

Form of
Transferee Letter of Representation

Jostens IH Corp.
5501 American Boulevard West
Minneapolis, Minnesota 55437

In care of
[          ]
[          ]
[          ]

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $                   principal amount of the 7 5/8% Senior Subordinated Notes Due 2012 (the “Notes”) of Jostens IH Corp., a Delaware corporation (the “Company”).

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1.             We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act.  We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business.  We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2.             We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any

predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Company, (ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act.  Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee.

TRANSFEREE:                                                       ,

by:

2

EXHIBIT A

[FORM OF FACE OF EXCHANGE NOTE
OR PRIVATE EXCHANGE NOTE] */**/

*/ [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.”

**/ [If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Notes Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.] 

No.            $        

7 5/8% Senior Subordinated Notes Due 2012

Jostens IH Corp., a Delaware corporation, promises to pay to                 , or registered assigns, the principal sum of                  Dollars on October 1, 2012.

Interest Payment Dates:  April 1 and October 1.

Record Dates:  March 15 and September 15.

Additional provisions of this Note are set forth on the other side of this Note.

Dated:

JOSTENS IH CORP.
By
	Name:
	Title:
By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK
as Trustee, certifies that this is one of the Notes referred to in the Indenture.
By
	Authorized Signatory

2

[FORM OF REVERSE SIDE OF EXCHANGE NOTE
OR PRIVATE EXCHANGE NOTE]

7 5/8% Senior Subordinated Note Due 2012

1.             Principal and Interest; Subordination.

The Company will pay the principal of this Note on October 1, 2012.

The Company promises to pay interest and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 7 5/8% per annum (subject to adjustment as provided below) except that interest accrued on this Note pursuant to the fourth paragraph of this Section 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Notes from time to time during such periods.

Interest, and Special Interest, if any, will be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes) at the close of business on March 15 or September 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing April 1, 2005.

The Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated October 4, 2004, among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”).

Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from October 4, 2004; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest and Special Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to such provisions.  Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee its attorney in-fact for such purpose

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2.             Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Notes on each April 1 and October 1 to the Persons who are Holders (as reflected in the Note Register at the close of business on March 15 and September 15 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to any Paying Agent on or after October 1, 2012.

The Company will pay principal (premium, if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  However, the Company may pay principal (premium, if any) and interest by its check payable in such money.  The Company may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee.  If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3.             Paying Agent and Note Registrar.

Initially, The Bank of New York, a New York banking corporation (the “Trustee”) will act as Paying Agent and Note Registrar.  The Company may change any Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-registrar.

4.             Indenture.

The Company issued the Notes under an Indenture dated as of October 4, 2004 (the “Indenture”), among the Company, the Guarantors and the Trustee.  Capitalized terms herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are unsecured senior obligations of the Company.  The Indenture does not limit the aggregate principal amount of the Notes.

5.             Redemption.

Optional Redemption.  At any time prior to October 1, 2008, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior

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notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after October 1, 2008, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

Year	Percentage
2008	103.813	%
2009	101.906	%
2010 and thereafter	100.000	%

In addition, until October 1, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 107.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

6.             Repurchase upon a Change of Control and Asset Sales.

Upon the occurrence of (a) a Change of Control, the Holders of the Notes will have the right to require that the Company purchase such Holder’s outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase and (b) Asset Sales, the Company may be obligated to make offers to purchase Notes and Senior Subordinated Indebtedness of the Company with a portion of the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

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7.             Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Note Registrar need not register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.

8.             Persons Deemed Owners.

A registered Holder may be treated as the owner of a Note for all purposes.

9.             Unclaimed Money.

If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its written request.  After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10.           Discharge and Defeasance Prior to Redemption or Maturity.

If the Company irrevocably deposits, or causes to be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Notes (a) to Redemption or Maturity Date, the Company will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture.

11.           Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes.  Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

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12.           Restrictive Covenants.

The Indenture contains certain covenants, including covenants with respect to the following matters: (i) Restricted Payments; (ii) Incurrence of Indebtedness and Issuance of Disqualified Stock; (iii) Liens; (iv) transactions with Affiliates; (v) dividend and other payment restrictions affecting Restricted Subsidiaries; (vi) guarantees of Indebtedness by Restricted Subsidiaries; (vii) incurrence of other Senior Subordinated Indebtedness; (viii) merger and certain transfers of assets; (ix) purchase of Notes upon a Change in Control; and (x) disposition of proceeds of Asset Sales.  Within 120 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, the Company must report to the Trustee on compliance with such limitations.

13.           Successor Persons.

When a successor Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

14.           Remedies for Events of Default.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable; provided, however, that, so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of (1) acceleration of any such Indebtedness under the Senior Credit Facilities, or (2) five Business Days after the giving of written notice of such acceleration to the Company and the administrative agent under the Senior Credit Facilities.  If a bankruptcy or insolvency default with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, the Notes automatically become immediately due and payable.  Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.  Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

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15.           Guarantees.

The Company’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis, to the extent set forth in the Indenture, by each of the Guarantors.

16.           Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the Trustee.

17.           Authentication.

This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

18.           Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

19.           CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20.           Holders’ Compliance with the Registration Rights Agreement.

Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

21.           Governing Law.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to Jostens IH Corp., 5501 American Boulevard West, Minneapolis, Minnesota 55437, Attention: General Counsel.

Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Indenture.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint        agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Note.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 1017 or1018 of the Indenture, check the box: o

o  If you want to elect to have only part of this Note purchased by the Company pursuant to Section 1017 or 1018 of the Indenture, state the amount in principal amount:  $

Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note.)
Signature Guarantee:
	(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 4, 2004 (the “Indenture”) among Jostens IH Corp. (the “Company”), the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.  Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                                , 200   , among                                  (the “Guaranteeing Subsidiary”), a subsidiary of Jostens IH Corp. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 4, 2004 providing for the issuance of 7 5/8% Senior Subordinated Notes Due 2012 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 12 thereof.

3.             NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

4.             GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

7.             THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

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

Dated: , 20
	[GUARANTEEING SUBSIDIARY]
	By:
		Name:
		Title:
	JOSTENS IH CORP.
	By:
		Name:
		Title:
	[Existing Guarantors]
	By:
		Name:
		Title:
	The Bank of New York, as Trustee
	By:
		Authorized Signatory

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EXHIBIT D

INCUMBENCY CERTIFICATE

The undersigned,                         , being the                          of                          (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, The Bank of New York, as Trustee under the Indenture dated as of October 4, 2004, by and between the Company and The Bank of New York.

Name Title Signature

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the          day of                 , 20    .

Name:

Title:

EX-4.2

Exhibit 4.2

EXECUTION COPY

Jostens IH Corp.

7 5/8 % Senior Subordinated Notes due 2012

Exchange and Registration Rights Agreement

October 4, 2004

Credit Suisse First Boston LLC

Deutsche Bank Securities Inc.

As representatives of the several Purchasers

named in Schedule I to the Purchase Agreement

c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010-3629

Ladies and Gentlemen:

Jostens IH Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $500,000,000 principal amount of its 7 5/8% Senior Subordinated Notes due 2012,which are guaranteed by the Guarantors identified in the Indenture (as defined herein).  As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Companyand the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.             Certain Definitions.  For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Affiliated Market Maker” shall mean a broker-dealer or one of its affiliates who is deemed to be an affiliate of the Company and intends to make a market in the Exchange Securities.

“Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commis­sion declares the Exchange Offer Registration Statement

effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Offer Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantors” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Indenture” shall mean the Indenture, dated as of October 4, 2004, among the Company, the Guarantors and The Bank of New York, as Trustee, as the same shall be amended from time to time.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

The term “person” shall mean a corporation, association, partnership, organization, busi­ness, individual, government or political subdivision thereof or governmental agency.

“Purchase Agreement” shall mean, collectively, the Purchase Agreement, dated as of September 23, 2004 among the Purchasers, certain of the Guarantors and the Company relating to the Securities, and the counterparts to such agreement executed by certain of the Guarantors.

“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 210-day period referred to in Section 2(a)) (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such

2

Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Regis­tra­tion Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(e) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities” shall mean, collectively, the 7 5/8% Senior Subordinated Notes due 2012 of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.

“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Special Interest” shall have the meaning assigned thereto in Section 2(e) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

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2.             Registration Under the Securities Act.

(a)           Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act, no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securitiesand the related Guarantees, respectively(and are entitled to the benefits of a trust inden­ture which is substantially identical to the Indenture or is the Indenture and which has been quali­fied under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the Special Interest contemplated in Section 2(e) below (such new debt securities hereinafter called “Exchange Securities”).  The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regula­tions under the Exchange Act. The Company and the Guarantors further agree to use all commercially reasonable efforts to consummate the Exchange Offer no later than 30 business days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days, or longer, if required by the federal securities laws, andexchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securitiesand related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substan­tial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the com­mence­ment of the Exchange Offer. The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities.  With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b)           If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or (ii) any holder of Registrable Securities notifies the Company prior to the 20^th business day following consummation of the Exchange Offer that (A) such holder was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering

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a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C) such holder is a broker-dealer and holds Registrable Securities acquired directly from the Company or an affiliate of the Company or is an Affiliated Market Maker, then the Company and the Guarantors shall, in lieu of (or, in the case of clause (ii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use all commercially reasonable efforts to file under the Securities Act no later than the later of 30 days after the time such obligation to file arises (but no earlier than 120 days after the Closing Date), a “shelf” registration statement providing for the registration of, and the sale on a con­tinuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and the Guarantors agree to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after the filing of such Shelf Registration Statement (but no earlier than 210 days following the Closing Date) and to keep such Shelf Registration Statement continuously effective until the later of (A) the date on which no broker-dealer making a market in the Exchange Securities is deemed to be an affiliate of the Company and (B) the earlier of the second anniversary of the Effective Time or such earlier time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder or an Affiliated Market Maker, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any Affiliated Market Maker or holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Affiliated Market Maker or holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall (A) relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof or (B) require the Company or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. Notwithstanding the foregoing, no broker-dealer that is an affiliate of the Company shall be required to give notice within the time period specified in the first sentence of this Section 2(b) in order to maintain its registration rights pursuant to this Section 2.

(c)           On the date of consummation of the Exchange Offer, the Company shall provide notice to Credit Suisse First Boston LLC, as representative of the several Purchasers, which notice shall state (i) that the Exchange Offer has been consummated and the date of consummation; (ii)  whether any holders of Registrable Securities did not participate in the Exchange Offer; and (iii)  if any holders of Registrable Securities did not participate in the Exchange Offer, to the extent available to the Company, the name, address and telephone number of each such holder who did not participate and the principal amount of Securities held by each such holder.  Following the delivery of such notice, Credit Suisse First Boston LLC shall be entitled, but in no way obligated, to contact each holder of Registrable

5

Securities who did not participate in the Exchange Offer and, among other things, provide such holder with the information specified in clause (i) above.

(d)           Notwithstanding the foregoing, the Company may issue a notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities covered by the Shelf Registration Statement for a period not to exceed 60 days in the aggregate in any twelve-month period (a “suspension period”) if (i) such action is required by applicable law; or (ii) due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the applicable registration statement not misleading (including for the avoidance of doubt, the pendancy of an acquisition, disposition or public or private offering by the Company), and the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of its obligations hereunder); provided that (x) the Company promptly thereafter complies with the requirements of Section 3(d) hereof and (y) the required period of effectiveness for the Shelf Registration Period set forth in Section 2(b) hereof shall be extended by the number of days during which such Shelf Registration Statement was not effective or usable pursuant to the foregoing provisions.

(e)           In the event that (i) the Company and the Guarantors have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been consummated within 60 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 principal amount of Registrable Securities held by such holder for the first 90 days of the Registration Default Period. The amount of Special Interest shall increase by an additional $.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.20 per week per $1,000 principal amount of Registrable Securities.

(f)            The Company shall take, and shall cause the Guarantors to take, all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions reasonably necessary or advisable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

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(g)           Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3.             Registration Procedures.

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)           At or before the Effective Time of the Exchange Registration or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act of 1939.

(b)           In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provi­sions of the Indenture.

(c)           In connection with the Company’s and the Guarantor’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if appli­cable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)            prepare and file with the Commission no later than 120 days after the Closing Date, an Exchange Offer Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective no later than 210 days after the Closing Date;

(ii)           prepare and file with the Commission such amendments and supplements to such Exchange Offer Registration Statement and the prospectus included therein as may be necessary to effect and main­tain the effectiveness of such Exchange Offer Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Offer Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)          promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Offer Registration Statement or the prospec­tus included therein or any prospectus amendment or supplement or post-effective amend­ment has been filed, and, with respect to such Exchange Offer Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities

7

commissioner or regulator of any state with respect thereto on,  or any request by the Commission for amendments or supplements to or additional information relating to, such Exchange Offer Registration Statement or prospectus, (C) of the issuance by the Commission of any stop order suspending the effective­ness of such Exchange Offer Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the repre­sen­tations and warranties of the Company contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notifi­cation with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective amend­ment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(iv)          in the event that the Company and the Guarantors would be required, pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(v)           use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effec­tive­ness of such Exchange Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)          use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reason­ably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(vii)         use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be

8

required to effect the Exchange Registra­tion, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii)        provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(ix)           comply with all applicable rules and regulations of the Commission, and make gener­ally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Offer Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (includ­ing, at the option of the Company, Rule 158 thereunder).

(d)           In connection with the Company’s and the Guarantors’ obligations with respect to the Shelf Registration, if applicable, the Company and the Guarantors shall:

(i)            use all commercially reasonable efforts to prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by Affiliated Market Makers and holders thereof in accordance with such method or methods of disposition as may be specified by such Affiliated Market Makers and such of the holders as, from time to time, may be Electing Holders and to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b);

(ii)           not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

(iii)          after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required (A) to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company and (B) nothing in this clause (iii) shall require the Company or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period;

(iv)          as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and main­tain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations

9

of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders and any Affiliated Market Makers copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v)           comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders and any Affiliated Market Makers provided for in such Shelf Registration Statement;

(vi)          provide (A) the Electing Holders, (B) the Affiliated Market Makers, (C) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (D) any sales or placement agent therefor, (E) counsel for any such underwriter or agent and (F) not more than one counsel for all the Electing Holders the opportunity to review and comment on such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto prior to the filing thereof with the Commission;

(vii)         for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confi­dence and not to disclose to any other person any information or records reasonably desig­nated by the Company as being confidential, until such time as (A) such informa­tion becomes a matter of public record (whether by virtue of its inclusion in such registra­tion statement or otherwise), or (B) such person shall be required so to disclose such informa­tion pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such require­ment), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amend­ment or supplement to such prospectus in order that such Shelf Registration Statement, prospec­tus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue state­ment of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then exist­ing;

(viii)        promptly notify each of the Electing Holders, any Affiliated Market Makers, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such

10

underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospec­tus included therein or any prospectus amendment or supplement or post-effective amend­ment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto, or any request by the Commission for amendments or supplements to or additional information relating to, such Shelf­ Registration Statement or prospectus, (C) of the issuance by the Commission of any stop order suspending the effective­ness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the repre­sen­tations and warranties of the Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notifi­cation with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amend­ment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ix)           use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effec­tive­ness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(x)            if requested by any managing underwriter or underwriters, any placement or sales agent, any Affiliated Market Maker or any Electing Holder, promptly incorporate in a prospectus supple­ment or post-effective amendment such information as is required by the applicable rules and regula­tions of the Commission and as such managing underwriter or underwriters, such agent, such Affiliated Market Maker or such Electing Holder specifies should be included therein relating to the terms of the sale of such Regis­trable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder, such Affiliated Market Maker or agent or to any underwriters, the name and description of such Electing Holder, such Affiliated Market Maker, agent or underwriter, the offering price of such Regis­trable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)           furnish upon request to each Electing Holder, each Affiliated Market Maker, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) such number of conformed copies of such Shelf Registration Statement, each such amendment and supple­ment thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in

11

conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, Affiliated Market Maker, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, market-making by such Affiliated Market Maker, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, Affiliated Market Maker, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amend­ment or supplement thereto by each such Electing Holder and by any such agent, Affiliated Market Maker and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such prelimi­nary and summary prospec­tus) or any supplement or amendment thereto;

(xii)          use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder, Affiliated Market Maker and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and (C) take any and all other actions as may be reason­ably necessary or advisable to enable each such Electing Holder, Affiliated Market Maker, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(xiii)         use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registra­tion or the offering or sale in connection therewith or to enable the selling holder or holders or Affiliated Market Makers to offer, or to consummate the disposition of, their Registrable Securities;

(xiv)        unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders, the Affiliated Market Makers and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Regis­trable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restric­tive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing under­writers may request at least two business days prior to any sale of the Registrable Securities;

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(xv)         provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xvi)        enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and con­tri­bu­tion, and take such other actions in connection therewith as any Affiliated Market Maker or Electing Holders aggregating at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

(xvii)       whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders, the Affiliated Market Makers and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Affiliated Market Maker or Electing Holders of at least a majority in aggre­gate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders, such Affiliated Market Maker or Affiliated Market Makers and the placement or sales agent, if any, therefor and the under­writers, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Regis­trable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and its subsidiaries; the qualifi­cation of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or govern­mental proceedings involving the Company; the absence of a breach by the Company or any of its subsidiaries of, or a default under, material agreements binding upon the Company or any subsidiary of the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Regis­trable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under state securities or blue sky laws; the material compli­ance as to form of such Shelf Registration Statement and any documents incorporated by refer­ence therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration­ Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supple­mented, and from the documents incorporated by reference therein (in each case other than the financial statements and other financial information contained therein) of an untrue statement of a material fact or the omission to state therein a

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material fact necessary to make the statements therein not misleading (in the case of such documents, in the light of the circum­stances under which they were made)); (C) obtain a “cold comfort” letter or letters from the independent certified public accountants of the Company and its subsidiaries addressed to the selling Electing Holders, the Affiliated Market Makers, the place­ment or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effec­tive date of such Shelf Registration Statement and (ii) the effective date of any prospectus supple­ment to the prospectus included in such Shelf Registration Statement or post-effective amend­ment to such Shelf Registration Statement which includes unaudited or audited financial state­ments as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited finan­cial statements as of a date or for a period subsequent to that of the latest such state­ments included in such prospectus, dated the date of the closing under the underwriting agree­ment relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Affiliated Market Makers or Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satis­faction of any agreements or conditions contained in the underwriting agreement or other agree­ment entered into by the Company or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnifica­tion and contribution as are provided in Section 6 hereof;

(xviii)      notify in writing each Affiliated Market Maker and holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursu­ant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)         in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules) of the National Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in comply­ing with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the prepara­tion of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contem­plated by such Shelf Registration Statement is an underwritten offering or is made through a place­ment or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified

14

independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)          comply with all applicable rules and regulations of the Commission, and make gener­ally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (includ­ing, at the option of the Company, Rule 158 thereunder).

(e)           In the event that the Company would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the Affiliated Market Makers, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall without delay prepare and furnish to each of the Electing Holders, to each of the Affiliated Market Makers, to each placement or sales agent, if any, and to each such under­writer, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Electing Holder and Affiliated Market Maker agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder and Affiliated Market Maker shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder and Affiliated Market Maker shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s and Affiliated Market Maker’s respective possession of the prospectus covering such Registra­ble Securities at the time of receipt of such notice.

(f)            In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Regis­trable Securities or omits or would omit to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to

15

make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue state­ment of a material fact or omit to state a material fact required to be stated therein or neces­sary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g)           Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

4.             Registration Expenses.

The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registra­tion, filing and review fees and expenses including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the quali­fi­cation of the Securities for offering and sale under the State securities and blue sky laws referred to in Sec­tion 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any  reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the prepara­tion, printing, production, distribution and reproduction (whether for exchanges, sales, market-making or otherwise) of each registration state­ment required to be filed hereunder, each prospectus included therein or prepared for distri­bu­tion pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or reproducing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s officers and employees performing legal or account­ing duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company and its subsidiaries (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and under­writing discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

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5.             Representations and Warranties.

Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agree with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a)           Each registration statement covering Registrable Securities and each prospectus (includ­ing any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration state­ment or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than (A) from (i) such time as a condition or event of the type described in Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof is discovered by the Company and notice thereof is given to holders of Registrable Securities as contemplated by Section 3(d)(viii) and 3(c)(iii) until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof and (B) during the pendancy of any suspension period described in Section 2(d) hereof, each such registration statement, and each prospectus (including any summary prospectus) con­tained therein or furnished pursu­ant to Section 3(d) or Section 3(c) hereof, as then amended or supple­mented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reli­ance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

(b)           Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not mis­leading; provided, however, that this representation and warranty shall not apply to any state­ments or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

(c)           The compliance by the Company and the Guarantors with all of the provisions of this Exchange and Regis­tra­tion Rights Agreement and the consummation of the transactions herein contemplated will not, except as could not reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement)  con­flict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the Guarantors or any of their respective subsidiaries is a party or by which the Company, the Guarantors or any of their respective subsidiaries is bound or to which any of the property or

17

assets of the Company, the Guarantors or any of their respective subsidiaries is subject, nor will such action result in any violation of the provisions of the certificate of incorporation, certificate of formation or certificate of limited partnership, as amended, or the by-laws or organization documents, as applicable, of the Companyor any Guarantor or except as could not reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of their respective subsidiaries or any of their properties; and no consent, approval, authori­za­tion, order, registration or qualifica­tion of or with any such court or governmental agency or body is required for the consummation by the Company and the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registra­tions or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities.

(d)           This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

6.             Indemnification.

(a)           Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or sum­mary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omis­sion or alleged omission to state therein a material fact required to be stated therein or neces­sary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reason­ably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any of the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein and provided, further, that the Company and the Guarantors shall not be liable to any holder, Electing Holder, agent or underwriter under this subsection (a) with respect to any Preliminary Offering Circular (as defined in the Purchase Agreement) to the extent that such loss, claim, damage or liability of such holder, Electing Holder, agent or underwriter results from the fact that such holder, Electing Holder, agent or underwriter sold Securities to a person to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as defined in the Purchase Agreement) as then

18

amended or supplemented if the Company has previously furnished copies thereof in sufficient quantity to such Purchaser and sufficiently in advance of the Closing Date to allow for distribution by the Closing Date and the loss, claim, damage or liability of such holder, Electing Holder, agent or underwriter results from an untrue statement or omission of a material fact contained in or omitted from the Preliminary Offering Circular which was corrected in the Offering Circular or in the Offering Circular as then amended or supplemented and such correction would have cured the defect giving rise to such loss, claim, damage or liability.

(b)           Indemnification by the Holders and any Agents and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursu­ant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agree­ment, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securi­ties Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospec­tus contained therein or furnished by the Company to any such Electing Holder, agent or under­writer, or any amendment or supple­ment thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reli­ance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

(c)           Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly noti­fied, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case

19

subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investi­gation.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)           Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harm­less an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemni­fy­ing party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ rela­tive intent, knowledge, access to information and opportunity to correct or prevent such state­ment or omission. The parties hereto agree that it would not be just and equitable if contributions pursu­ant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connec­tion with investigating or defending any such action or claim. Notwithstanding the provi­sions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Regis­trable Securities (after deducting any fees, discounts and commis­sions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no under­writer shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudu­lent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities regis­tered or under­written, as the case may be, by them and not joint.

(e)           The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or the Guarantors may otherwise have and shall

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extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obliga­tions of the holders and any agents or underwriters contemplated by this Section 6 shall be in addi­tion to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or the Guarantor) and to each person, if any, who controls the Company within the meaning of the Securities Act.

(f)            The Company and the Guarantors agree that the indemnity and contribution provisions of this Section 6 shall apply to the Affiliated Market Makers to the same extent and on the same conditions as they apply to holders of the Securities.

7.             Underwritten Offerings.

(a)           Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registra­tion are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate prin­ci­pal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b)           Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrange­­ments and (ii) completes and executes all questionnaires, powers of attorney, indemnities, under­writ­ing agreements and other documents reasonably required under the terms of such under­writ­ing arrangements.

8.             Rule 144.

The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limita­tions of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commis­sion. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.             Miscellaneous.

(a)           No Inconsistent Agreements.  The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

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(b)           Specific Performance.  The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers, the Affiliated Market Makers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)           Notices.  All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at Jostens IH Corp., 5501 American Boulevard West, Minneapolis, MN 55437 Attention:  General Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effec­tive only upon receipt.

(d)           Parties in Interest.  All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the Affiliated Market Makers and the holders from time to time of the Registrable Securities and the respective succes­sors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Regis­trable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writ­ing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securi­ties shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the bene­fits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)           Survival.  The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any Affiliated Market Maker, any director, officer or part­ner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Regis­trable Securities pursuant to the Purchase Agreement and the transfer and registration of Regis­trable Securities by such holder and the consummation of an Exchange Offer.

(f)            Governing Law.  This Exchange and Registration Rights Agreement shall be governed by and con­strued in accordance with the laws of the State of New York.

(g)           Headings.  The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or inter­pre­ta­tion of this Exchange and Registration Rights Agreement.

22

(h)           Entire Agreement; Amendments.  This Exchange and Registration Rights Agreement and the other writ­ings referred to herein (including the Indenture and the form of Securities) or delivered pursu­ant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and under­standings between the parties with respect to its subject matter. This Exchange and Regist­rat­ion Rights Agreement may be amended and the observance of any term of this Exchange and Regist­rat­ion Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time out­stand­ing. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i)            Inspection.  For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the registered holders of Registrable Securities shall be made available for inspection and copying on any business day by any Affiliated Market Maker and holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j)            Counterparts.  This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together consti­tute one and the same instrument.

(k)           Compliance with Form S-3. The Company agrees for the benefit of any Affiliated Market Makers that for so long as any of the Registrable Securities remain outstanding, if at any time sales by the Affiliated Market Makers of the Registrable Securities will satisfy clauses 1 or 3 of the “Transaction Requirements” specified in Form S-3 (or any comparable provision of any successor form to Form S-3), the Company will use its reasonable best efforts to comply with, and maintain its compliance with, the “Registrant Requirements” of Form S-3 (or any comparable provision of any successor form to Form S-3).

23

If the foregoing is in accordance with your understanding, please sign and return to us seven counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers and the Company.  It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

24

Very truly yours,
Jostens IH Corp.,
	by:
		/s/ Michael Bailey
		Name:Michael Bailey
		Title:Chief Executive Officer
Jostens, Inc.,
	by:
		/s/ Michael Bailey
		Name:Michael Bailey
		Title:Chief Executive Officer
Von Hoffmann Holdings Inc.,
	by:
		/s/ Gary C. Wetzel
		Name:Gary C. Wetzel
		Title:Chief Financial Officer
Von Hoffmann Corporation,
	by:
		/s/ Gary C. Wetzel
		Name:Gary C. Wetzel
		Title:Chief Financial Officer
The Lehigh Press, Inc.,
	by:
		/s/ Gary C. Wetzel
		Name:Gary C. Wetzel
		Title:Chief Financial Officer
Precision Offset Printing Company, Inc.,
	by:
		/s/ Gary C. Wetzel
		Name:Gary C. Wetzel
		Title:Chief Financial Officer

25

Anthology, Inc.,
	by:
		/s/ Gary C. Wetzel
		Name:Gary C. Wetzel
		Title:Chief Financial Officer
AHC I Acquisition Corp.,
	by:
		/s/ Kenneth A. Budde
		Name:Kenneth A. Budde
		Title:Chief Financial Officer
AKI Holding Corp.,
	by:
		/s/ Kenneth A. Budde
		Name:Kenneth A. Budde
		Title:Chief Financial Officer
AKI, Inc.,
	by:
		/s/ Kenneth A. Budde
		Name:Kenneth A. Budde
		Title:Chief Financial Officer
IST Corp.,
	by:
		/s/ Kenneth A. Budde
		Name:Kenneth A. Budde
		Title:Chief Financial Officer

26

Accepted as of the date hereof:

Credit Suisse First Boston LLC

Deutsche Bank Securities Inc.

Banc of America Securities LLC

ING Financial Markets LLC

Calyon Securities (USA) Inc.

CIT Capital Securities LLC

Greenwich Capital Markets, Inc.

NatCity Investments, Inc.

By: Credit Suisse First Boston LLC
By:		/s/ Clarke Adams
		Name: Clarke Adams
		Title: Director
By: Deutsche Bank Securities Inc.
By:		/s/ John Eyderberg
		Name: John Eyderberg
		Title: Managing Director
By:		/s/ Stephanie L. Perry
		Name: Stephanie L. Perry
		Title: Vice President
	Acting on behalf of themselves
	and as representatives of the
	several Purchasers

27

Exhibit A

Jostens IH Corp.

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE:  [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in Jostens IH Corp. (the “Company”) 7 5/8% Senior Subordinated Notes due 2012 (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you.  If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Jostens IH Corp., 5501 American Boulevard West, Minneapolis, Minnesota 55437.

*Not less than 28 calendar days from date of mailing.

A-1

Jostens IH Corp.

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) among Jostens IH Corp. (the “Company”) and the Purchasers named therein.  Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7 5/8% Senior Subordinated Notes due 2012 (the “Securities”).  A copy of the Exchange and Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.  In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response].  Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2)		Address for Notices to Selling Securityholder:
		Telephone:
		Fax:
		Contact Person:
(3)		Beneficial Ownership of Securities:
		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a)	Principal amount of Registrable Securities beneficially owned:
		CUSIP No(s). of such Registrable Securities:
	(b)	Principal amount of Securities other than Registrable Securities beneficially owned:
		CUSIP No(s). of such other Securities:
	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
		CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
(4)		Beneficial Ownership of Other Securities of the Company:
		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).
		State any exceptions here:
(5)		Relationships with the Company:

A-4

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6)Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents.  Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices.  Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.  In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume.  The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly

A-5

notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect.  All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)	To the Company:
		Jostens IH Corp.
		5501 American Boulevard West
		Minneapolis, Minnesota 55437
		Attention: General Counsel
(ii)	With a copy to:
		Simpson Thacher & Bartlett LLP
		425 Lexington Avenue
		New York, New York 10017
		Attention: Risë Norman

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all respects by the laws of the State of New York.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:
	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)
	By:
	Name:
	Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York  10017
Attention:  Risë Norman

A-7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Jostens IH Corp.

c/o The Bank of New York

101 Barclay Street, 8W

New York, New York 10286

Attention:  Trust Officer

Re:Jostens IH Corp. (the “Company”)
7 5/8% Senior Subordinated Notes due 2012

Dear Sirs:

Please be advised that                                         has transferred $                                         aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [     ] (File No. 333-       ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:
	Very truly yours,
		(Name)
	By:
		(Authorized Signature)

B-1

EX-10.1

Exhibit 10.1

$1,270,000,000

CREDIT AGREEMENT

Dated as of October 4, 2004,

among

JOSTENS IH CORP.,
as Borrower

JOSTENS CANADA LTD.,
as Canadian Borrower

JOSTENS SECONDARY HOLDINGS CORP.,
as Guarantor

The Several Lenders
from Time to Time Parties Hereto

CREDIT SUISSE FIRST BOSTON,
as Administrative Agent

and

CREDIT SUISSE FIRST BOSTON TORONTO BRANCH,
as Canadian Administrative Agent

CREDIT SUISSE FIRST BOSTON,
as Sole Lead Arranger and Sole Bookrunner

DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC,
as Co-Arrangers and Co-Syndication Agents

and

GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agent

TABLE OF CONTENTS

SECTION 1. DEFINITIONS
1.1.	Defined Terms
SECTION 2. AMOUNT AND TERMS OF CREDIT
2.1.	Commitments
2.2.	Minimum Amount of Each Borrowing; Maximum Number of Borrowings
2.3.	Notice of Borrowing
2.4.	Disbursement of Funds
2.5.	Repayment of Loans; Evidence of Debt
2.6.	Conversions and Continuations
2.7.	Pro Rata Borrowings
2.8.	Interest
2.9.	Interest Periods
2.10.	Increased Costs, Illegality, etc
2.11.	Compensation
2.12.	Change of Lending Office
2.13.	Notice of Certain Costs
2.14.	Bankers’ Acceptances
2.15.	Incremental Term Loans
SECTION 3. LETTERS OF CREDIT
3.1.	Letters of Credit
3.2.	Letter of Credit Requests
3.3.	Letter of Credit Participations
3.4.	Agreement to Repay Letter of Credit Drawings
3.5.	Increased Costs
3.6.	Successor Letter of Credit Issuer
SECTION 4. FEES; COMMITMENTS
4.1.	Fees
4.2.	Voluntary Reduction of Revolving Credit Commitments
4.3.	Mandatory Termination of Commitments
SECTION 5. PAYMENTS
5.1.	Voluntary Prepayments
5.2.	Mandatory Prepayments
5.3.	Method and Place of Payment
5.4.	Net Payments
5.5.	Computations of Interest and Fees
5.6.	Limit on Rate of Interest.

i

SECTION 6A. CONDITIONS PRECEDENT TO INITIAL BORROWING
6.1.	Credit Documents
6.2.	Collateral
6.3.	Legal Opinions
6.4.	Representations and Warranties; No Default
6.5.	Senior Subordinated Notes
6.6.	Equity Contributions
6.7.	Closing Certificates
6.8.	Corporate Proceedings of Each Credit Party
6.9.	Corporate Documents
6.10.	Other Documents
6.11.	Fees
6.12.	Related Agreements
6.13.	Solvency Certificate
6.14.	Governmental Authorizations and Consents
6.15.	Historical Financial Statements
6.16.	Pro Forma Financial Statements
6.17.	Acquisition
6.18.	Insurance
6.19.	Existing Indebtedness
6.20.	No Material Adverse Change
SECTION 6B. CONDITIONS TO DELAYED DRAW BORROWING
SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS
7.1.	No Default; Representations and Warranties
7.2.	Notice of Borrowing; Letter of Credit Request
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS
8.1.	Corporate Status
8.2.	Corporate Power and Authority
8.3.	Authorization; No Violation
8.4.	Litigation
8.5.	Margin Regulations
8.6.	Governmental Approvals
8.7.	Investment Company Act
8.8.	True and Complete Disclosure
8.9.	Financial Statements; Financial Condition
8.10.	Tax Returns and Payments
8.11.	Compliance with ERISA
8.12.	Subsidiaries
8.13.	Patents, etc
8.14.	Environmental Laws
8.15.	Properties
8.16.	Solvency
8.17.	Public Utility Holding Company Act

ii

SECTION 9. AFFIRMATIVE COVENANTS
9.1.	Information Covenants
9.2.	Books, Records and Inspections
9.3.	Maintenance of Insurance
9.4.	Payment of Taxes
9.5.	Consolidated Corporate Franchises
9.6.	Compliance with Statutes, Regulations, etc
9.7.	ERISA; Canadian Benefit Matters
9.8.	Good Repair
9.9.	Transactions with Affiliates
9.10.	End of Fiscal Years; Fiscal Quarters
9.11.	Additional Guarantors and Grantors
9.12.	Pledges of Additional Stock and Evidence of Indebtedness
9.13.	Use of Proceeds
9.14.	Changes in Business
9.15.	Further Assurances
9.16.	Maintenance of Rating of Facilities
9.17.	Canadian Borrower
9.18.	Tender Payments; Post-Closing Other Tender Procedures
SECTION 10. NEGATIVE COVENANTS
10.1.	Limitation on Indebtedness
10.2.	Limitation on Liens
10.3.	Limitation on Fundamental Changes
10.4.	Limitation on Sale of Assets
10.5.	Limitation on Investments
10.6.	Limitation on Dividends
10.7.	Limitations on Debt Payments and Amendments; Unpaid Refinancing Amount
10.8.	Limitations on Sale Leasebacks
10.9.	Consolidated Total Debt to Consolidated EBITDA Ratio
10.10.	Consolidated EBITDA to Consolidated Interest Expense Ratio
10.11.	Capital Expenditures
SECTION 11. EVENTS OF DEFAULT.
11.1.	Payments
11.2.	Representations, etc
11.3.	Covenants
11.4.	Default Under Other Agreements
11.5.	Bankruptcy, etc
11.6.	ERISA
11.7.	Guarantee
11.8.	Security Agreements
11.9.	Mortgages
11.10.	Canadian Security Documents
11.11.	Judgments
11.12.	Change of Control

iii

SECTION 12. THE ADMINISTRATIVE AGENT
12.1.	Appointment
12.2.	Delegation of Duties
12.3.	Exculpatory Provisions
12.4.	Reliance by Administrative Agent
12.5.	Notice of Default
12.6.	Non-Reliance on Administrative Agent and Other Lenders
12.7.	Indemnification
12.8.	Administrative Agent in its Individual Capacity
12.9.	Successor Agent
12.10.	Withholding Tax
12.11.	Canadian Administrative Agent
12.12.	Other Agents; Arrangers and Bookrunners
SECTION 13. MISCELLANEOUS
13.1.	Amendments and Waivers
13.2.	Notices
13.3.	No Waiver; Cumulative Remedies
13.4.	Survival of Representations and Warranties
13.5.	Payment of Expenses and Taxes
13.6.	Successors and Assigns; Participations and Assignments
13.7.	Replacements of Lenders under Certain Circumstances
13.8.	Adjustments; Set-off
13.9.	Counterparts
13.10.	Severability
13.11.	Integration
13.12.	GOVERNING LAW
13.13.	Submission to Jurisdiction; Waivers
13.14.	Acknowledgments
13.15.	WAIVERS OF JURY TRIAL
13.16.	Confidentiality
13.17.	Judgment Currency
13.18.	USA PATRIOT Act

iv

SCHEDULES

Schedule 1.1(a)	Existing Letters of Credit
Schedule 1.1 (b)	Mortgaged Properties
Schedule 1.1 (c)	Commitments and Addresses of Lenders
Schedule 1.1 (d)	Excluded Subsidiaries
Schedule 8.11(b)	Canadian Pension Plan Matters
Schedule 8.12	Subsidiaries
Schedule 10.1	Closing Date Indebtedness
Schedule 10.2	Closing Date Liens
Schedule 10.5	Closing Date Investments

EXHIBITS

Exhibit A	Form of Assignment and Acceptance
Exhibit B-1	Form of US Guarantee
Exhibit B-2	Form of Canadian Guarantee
Exhibit C-1	Form of Security Agreement
Exhibit C-2	Form of Canadian Security Agreement
Exhibit C-3	Form of Pledge Agreement
Exhibit C-4	Form of Canadian Pledge Agreement
Exhibit D	Form of Joinder Agreement
Exhibit E	Form of Mortgage (Real Property)
Exhibit F	Form of Perfection Certificate
Exhibit G-1	Form of US Letter of Credit Request
Exhibit G-2	Form of Canadian Letter of Credit Request
Exhibit H	[Reserved]
Exhibit I-1	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
Exhibit I-2	Form of Legal Opinion of General Counsel
Exhibit I-3	Form of Legal Opinion of Canadian Counsel
Exhibit I-4	Form of Legal Opinions of Local Counsel
Exhibit J-1	Form of Borrower Closing Certificate
Exhibit J-2	Form of Credit Party Closing Certificate
Exhibit K-1	Form of Promissory Note (Tranche A Term Loans)
Exhibit K-2	Form of Promissory Note (Tranche B Term Loans and New Tranche B Term Loans)
Exhibit K-3	Form of Promissory Note (Revolving Credit and Swingline Loans)
Exhibit L	Form of Scotiabank Intercreditor Agreement
Exhibit M-1	Form of Borrowing Request
Exhibit M-2	Form of Canadian Borrowing Request

CREDIT AGREEMENT dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”),  JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, as Administrative Agent, and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian Administrative Agent.

Pursuant to or in connection with the Acquisition Agreements (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), (a) the Merger will be consummated and the Merger Consideration will be paid to the Persons entitled thereto, (b) KKR will make the KKR Equity Contribution, (c) immediately following the consummation of the Merger, Fusion will contribute 100% of the issued and outstanding equity interests of each of Von Hoffmann Holdings and Arcade Holdings to Parent in exchange for equity interests in Parent representing not less than 40% of the economic interests in Parent represented by all issued and outstanding equity interests in Parent (with the per share value implied by the number of shares of equity interests in Parent so received by KKR being referred to as the “KKR Valuation Amount”), (d) on the Closing Date, DLJMB and the Management Investors will continue to own equity interests in Parent in an aggregate amount (valued at the KKR Valuation Amount) that, when combined with the KKR Equity Amount, equals not less than 22.5% of the total capitalization of Parent on the Closing Date (not including the aggregate principal amount of Revolving Credit Loans made on the Closing Date) after giving pro forma effect to the consummation of the Transactions (such equity interests so owned, the “Rollover Equity Contribution” and, together with the KKR Equity Contribution, the “Equity Contribution”), (e) the Borrower will issue senior subordinated notes (the “Senior Subordinated Notes”) in a Rule 144A or other private placement (the “Senior Subordinated Notes Offering”) generating, collectively, aggregate gross cash proceeds of not less than $500,000,000 (or such lesser amount sufficient, together with the KKR Equity Contribution and the proceeds from the credit facilities hereunder, to consummate the Transactions), (f) Parent will contribute the equity interests received by Parent as described in clause (c) above to Holdings, (g) Jostens, Von Hoffmann and Arcade, as applicable, will purchase each of its Existing Opco Notes validly tendered (and not withdrawn) pursuant to the Tenders Offers (and will effect the Other Tender Procedures in respect of all Existing Opco Notes not so purchased), (h) the Other Refinancing Transactions will be effected and (i) immediately following the Jostens Preferred Repurchase, Holdings will contribute the equity interests received by Holdings as described in clause (f) above to the Borrower, as a result of which each of Jostens, Von Hoffmann and Arcade will be direct, wholly owned subsidiaries of the Borrower.  The Merger and the equity contributions described in clauses (c), (f) and (i) of the preceding sentence are collectively referred to herein as the “Acquisition”.

In connection with the foregoing, the Borrower has requested the Lenders to extend credit in the form of (a) Term Loans, in an aggregate principal amount of $1,020,000,000, (b) US Revolving Credit Loans made available to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $230,000,000 less the sum of (i) the aggregate US Letters of Credit Outstanding at such time and (ii) the aggregate principal amount of all Swingline Loans outstanding at such time and (c) Canadian Revolving Credit Loans made available to the Canadian Borrower and the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $20,000,000 less the sum of the aggregate Canadian Letters of Credit Outstanding at such time.  The Borrower has requested (a) the Letter of Credit Issuers to issue Letters of Credit at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of $100,000,000 and (b) that the letters of credit issued by the US Letter of Credit Issuer pursuant to the Existing Jostens Credit Agreement (the “Existing Letters of Credit”) and identified on Schedule 1.1(a) hereto be deemed to be Letters of Credit for all purposes under this Agreement.  The Borrower has requested the Swingline Lender to extend credit in the form of Swingline Loans at any time and from time to time prior to the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $30,000,000.

The proceeds of the Term Loans and any Revolving Credit Loans made on the Closing Date will be used by the Borrower, together with (a) the net proceeds of the Senior Subordinated Notes Offering and (b) the proceeds of the KKR Equity Contribution, on the Closing Date solely to effect the Acquisition and the other Transactions and to pay Transaction Expenses (and the proceeds of any Term Loans made on the Delayed Draw Date will be used solely to redeem the Existing Opco Notes comprising the Unpaid Refinancing Amount).  Proceeds of Revolving Credit Loans and Swingline Loans will be used by the Borrower and the Canadian Borrower after the Closing Date for general corporate purposes (including Permitted Acquisitions).  Letters of Credit will be used by the Borrower and the Canadian Borrower for general corporate purposes.

The parties hereto hereby agree as follows:

SECTION 1.  Definitions

1.1.          Defined Terms.  (a)  As used herein, the following terms shall have the meanings specified in this Section 1.1 (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

“ABR” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the ABR shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall

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be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ABR Loan” shall mean any Loan bearing at a rate determined by reference to the ABR and, in any event, shall include all Swingline Loans.

“Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Acquired Entity”), for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Acquired Entity (determined using such definitions as if references to the Borrower and its Subsidiaries therein were to such Pro Forma Acquired Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Acquired Entity in accordance with GAAP.

“Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Acquired Permitted Capital Expenditure Amount” shall have the meaning provided in Section 10.11.

“Acquisition” shall have the meaning provided in the preamble to this Agreement.

“Acquisition Agreements” shall mean, collectively, the Merger Agreements, the Contribution Agreement and all other material documents and instruments entered into in connection therewith.

“Adjusted Canadian Total Revolving Credit Commitment” shall mean at any time the Canadian Total Revolving Credit Commitment less the aggregate Canadian Revolving Credit Commitments of all Defaulting Lenders.

“Adjusted US Total Revolving Credit Commitment” shall mean at any time the US Total Revolving Credit Commitment less the aggregate US Revolving Credit Commitments of all Defaulting Lenders.

“Adjusted Total Term Loan Commitment” shall mean at any time the Total Term Loan Commitment less the Term Loan Commitments of all Defaulting Lenders.

“Administrative Agent” shall mean Credit Suisse First Boston, as the administrative agent for the Lenders under this Agreement and the other Credit Documents.  All references herein to the term “Administrative Agents” shall be deemed to refer to both the Administrative Agent and the Canadian Administrative Agent, as the context requires.

“Administrative Agent’s Office” shall mean (a) in respect of all Credit Events for the account of the Borrower, the office of the Administrative Agent located at Eleven Madison Avenue, New York, New York 10010, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto and (b) in respect of all Credit

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Events for the account of the Canadian Borrower, the office of the Canadian Administrative Agent located at One First Canadian Place, Suite 3000, P.O. Box 301, Toronto, Ontario, Canada M5X 1C9, or such other office in Canada as the Canadian Administrative Agent may hereafter designate in writing as such to the other parties hereto and all references to the term “Canadian Administrative Agent’s Office” shall mean the office referred to in this clause (b).

“Administrative Questionnaire” shall have the meaning provided in Section 13.6(b).

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person.  A Person shall be deemed to control another Person (other than an individual) if the first Person possesses, directly or indirectly, the power (a) to vote 10% or more of the equity interests having ordinary voting power for the election of directors (or comparable governing body) of such other Person or (b) to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” shall mean the Administrative Agent, the Canadian Administrative Agent, the Sole Lead Arranger and Sole Bookrunner, the Co-Arrangers, the Co-Syndication Agents and the Documentation Agent.

“Aggregate Canadian Revolving Credit Outstandings” shall have the meaning provided in Section 5.2(b)(ii).

“Aggregate US Revolving Credit Outstandings” shall have the meaning provided in Section 5.2(b)(i).

“Agreement” shall mean this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Amortization Amount” shall have the meaning provided in Section 5.2(c).

“Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan, Cdn ABR Loan and Canadian Prime Loan that is a Tranche A Term Loan, Tranche B Term Loan, Revolving Credit Loan or Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

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Status	Applicable ABR Margin for Tranche A Term Loans, Revolving Credit and Swingline Loans (including ABR Loans, Cdn ABR Loans and Canadian Prime Loans)		Applicable ABR Margin for Tranche B Term Loans
Level I Status	1.50	%	1.50	%
Level II Status	1.25	%	1.25	%
Level III Status	1.00	%	1.25	%
Level IV Status	0.75	%	1.25	%

Notwithstanding the foregoing, the term “Applicable ABR Margin” shall mean, with respect to each ABR Loan, Cdn ABR Loan and Canadian Prime Loan that is a Tranche A Term Loan, Tranche B Term Loan, Revolving Credit Loan or Swingline Loan, 1.50% per annum, during the period from and including the Closing Date to but excluding the Initial Financial Statement Delivery Date.

“Applicable Amount” shall mean on any date (the “Reference Date”) (A) the sum of, without duplication, (i) (x) for purposes of Sections 10.5(g), (h) and (i), $100,000,000 and (y) for purposes of Section 10.6(c) and Section 10.7(a), $50,000,000 and (ii) 50% of Cumulative Consolidated Net Income Available to Stockholders (calculated after giving pro forma effect to any Investment or dividend or prepayment, repurchase or redemption actually made pursuant to Section 10.5(g), 10.5(h), 10.5(i), 10.6(c) or 10.7(a)), provided that, in the case of Section 10.6(c) and 10.7(a) only, the amount in clause (ii) shall only be available if the Consolidated Total Debt to Consolidated EBITDA Ratio of Borrower for the Test Period most recently ended is less than 4.50:1.00, determined on a pro forma basis after giving effect to any dividend or prepayment, repurchase or redemption actually made pursuant to Sections 10.6(c) or 10.7(a), plus (B) the amount of any capital contributions (for greater certainty, other than the Equity Contribution) made in cash to the Borrower from and including the Business Day immediately following the Closing Date through and including the Reference Date, including contributions with proceeds from the issuance of equity securities of Holdings or Parent, in each case to the extent such proceeds shall have been actually received by the Borrower through the capital contribution of such proceeds to the Borrower, minus (C) the sum at the time of determination of (i) the aggregate amount of Investments made since the Closing Date pursuant to Section 10.5(g), 10.5(h) or 10.5(i), (ii) the aggregate amount of dividends made since the Closing Date pursuant to Section 10.6(c) and (iii) the aggregate amount of prepayments, repurchases and redemptions made since the Closing Date pursuant to Section 10.7(a).

“Applicable LIBOR Margin” shall mean at any date, with respect to each LIBOR Loan that is a Tranche A Term Loan, a Tranche B Term Loan or a Revolving Credit Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

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Status	Applicable LIBOR Margin for Tranche A Term Loans and Revolving Credit Loans		Applicable LIBOR Margin for Tranche B Term Loans
Level I Status	2.50	%	2.50	%
Level II Status	2.25	%	2.25	%
Level III Status	2.00	%	2.25	%
Level IV Status	1.75	%	2.25	%

Notwithstanding the foregoing, the term “Applicable LIBOR Margin” shall mean, with respect to each LIBOR Loan that is a Tranche A Term Loan, a Tranche B Term Loan or a Revolving Credit Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Initial Financial Statement Delivery Date.

“Applicable Stamping Fee” shall mean, with respect to each accepted or advanced BA Loan by a Lender on any date, the applicable percentage per annum set forth below based on the Status in effect on such date:

Status	Applicable Stamping Fee
Level I Status	2.50	%
Level II Status	2.25	%
Level III Status	2.00	%
Level IV Status	1.75	%

Notwithstanding the foregoing, the term “Applicable Stamping Fee” shall mean 2.50% per annum during the period from and including the Closing Date to but excluding the Initial Financial Statement Delivery Date.

“Approved Fund” shall have the meaning provided in Section 13.6.

“Arcade” shall mean AKI, Inc., a Delaware corporation and a wholly owned subsidiary of Arcade Holdings.

“Arcade Holdings” shall mean AHC I Acquisition Corp., a Delaware corporation.

“Arcade Holdings Note Repayment” shall mean the repayment by Arcade Holdings on the Closing Date of all outstanding principal of, and accrued and unpaid interest to the date of such repayment on, the Existing Arcade Holdings PIK Notes.

“Arcade Merger” shall mean the merger pursuant to and in accordance with the Arcade Merger Agreement of Arcade Merger Sub with and into Arcade Holdings, with Arcade Holdings continuing as the surviving corporation, each share of common stock of Arcade Holdings being canceled with no consideration being issued therefor and the outstanding shares

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of preferred stock of Arcade Holdings being converted into the right to receive the Arcade Merger Consideration.

“Arcade Merger Agreement” shall mean the Agreement and Plan of Merger dated as of July 21, 2004, among Fusion, Arcade Merger Sub and Arcade Holdings.

“Arcade Merger Consideration” shall mean $250,000,000 in cash.

“Arcade Merger Sub” shall mean AHC Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Fusion.

“Arcade Perfection Certificate” shall mean a certificate of Arcade in the form of Exhibit F or any other form approved by the Administrative Agent.

“Asset Sale Prepayment Event” shall mean any sale, transfer or other disposition of any business unit, asset or other property of the Borrower or any of the Restricted Subsidiaries not in the ordinary course of business (including any sale, transfer or other disposition of any capital stock of any Subsidiary of the Borrower owned by the Borrower or a Restricted Subsidiary, including any sale or issuance of any capital stock of any Restricted Subsidiary).  Notwithstanding the foregoing, the term “Asset Sale Prepayment Event” shall not include any transaction permitted by Section 10.4, other than transactions permitted by Sections 10.4(b) and (e).

“Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit A.

“Authorized Officer” shall mean the Chairman of the Board, the President, the Chief Financial Officer, the Treasurer or any other senior officer of the Borrower designated as such in writing to the Administrative Agent by the Borrower.

“Available Canadian Commitment” shall mean an amount equal to the excess, if any, of (a) the Dollar Equivalent of the amount of the Canadian Total Revolving Credit Commitment over (b) the Dollar Equivalent of the sum of (i) the aggregate principal amount of all Canadian Revolving Credit Loans then outstanding and (ii) the aggregate Canadian Letters of Credit Outstanding at such time.

“Available Tranche B Term Loan Commitment” shall mean an amount equal to the excess, if any, of (a) the aggregate amount of the Tranche B Term Loan Commitments over (b) the aggregate principal amount of all Tranche B Term Loans then outstanding.

“Available US Commitment” shall mean an amount equal to the excess, if any, of (a) the amount of the US Total Revolving Credit Commitment over (b) the sum of (i) the aggregate principal amount of all US Revolving Credit Loans (but not Swingline Loans) then outstanding and (ii) the aggregate US Letters of Credit Outstanding at such time.

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“BA Discount Proceeds” shall mean, with respect to any BA Loan, an amount calculated on the date of acceptance and purchase or advance of such BA Loan by multiplying (a) the face or principal amount of such BA Loan by (b) the quotient of one divided by the sum of one plus the product of (i) the BA Discount Rate applicable to such BA Loan multiplied by (ii) a fraction, the numerator of which is the term of such BA Loan measured in days (commencing on the date of acceptance and purchase or advance and ending on, but excluding, the maturity date thereof) and the denominator of which is 365; with such quotient being rounded up or down to the nearest fifth decimal place, with ..000005 being rounded up.

“BA Discount Rate” shall mean:

(a) with respect to an issue of Bankers’ Acceptances to be accepted by a Schedule I Lender hereunder, the CDOR Rate at or about 10:00 a.m. (Toronto time) on the date of issuance and acceptance of such Bankers’ Acceptances for bankers’ acceptances having a comparable face value and an identical maturity date to the face value and maturity date of such Bankers’ Acceptances; and

(b) with respect to an issue of Bankers’ Acceptances or a BA Equivalent Loan to be accepted or advanced by another Canadian Lender hereunder, the lesser of:

(i) the rate determined by the Canadian Administrative Agent as being the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the discount rates, calculated on the basis of a year of 365 days, of the Schedule II/III Reference Lenders determined in accordance with their normal practices at or about 10:00 a.m. (Toronto time) on the date of issue and acceptance of such Bankers’ Acceptances or advance of such BA Equivalent Loan for bankers’ acceptances having a comparable face amount and an identical maturity date to the face or principal amount and maturity date of such Bankers’ Acceptances or BA Equivalent Loan; and

(ii) the rate established in (a) above plus 0.10% per annum.

“BA Equivalent Loans” shall mean, in relation to a Loan by way of BA Loans, an advance in Canadian Dollars made by a Non-Acceptance Lender pursuant to Section 2.14(i).

“BA Loans” shall mean the acceptance and purchase of Bankers’ Acceptances and BA Equivalent Loans; provided that reference to the amount or principal amount of a BA Loan shall mean the full face amount of the applicable Bankers’ Acceptances or Discount Notes issued in connection therewith.

“Bankers’ Acceptance” shall mean a Draft denominated in Canadian Dollars drawn by the Canadian Borrower and accepted and purchased by a Canadian Lender as provided in Section 2.14 and includes a depository bill issued in accordance with the Depository Bills and Notes Act (Canada).

“Bankruptcy Code” shall have the meaning provided in Section 11.5.

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“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” shall have the meaning provided in the preamble to this Agreement.

“Borrowing” shall mean and include (a) the incurrence of Swingline Loans from the Swingline Lender on a given date, (b) the incurrence of one Type of Term Loan on the Closing Date or the Delayed Draw Date (or resulting from conversions on a given date after the Closing Date or the Delayed Draw Date) having, in the case of LIBOR Term Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Term Loans) and (c) the incurrence of one Type of Revolving Credit Loan on a given date (or resulting from conversions on a given date) having, in the case of LIBOR Revolving Credit Loans or BA Loans, the same Interest Period (provided that ABR Loans, Cdn ABR Loans or Canadian Prime Loans incurred pursuant to Section 2.10(b) or 2.10(c) shall be considered part of any related Borrowing of LIBOR Revolving Credit Loans or BA Loans, as the case may be).

“Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in The City of New York or Toronto, Canada a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close; provided, however, that when used in connection with a LIBOR Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Canadian Administrative Agent” shall mean Credit Suisse First Boston Toronto Branch, an authorized foreign bank under the Bank Act (Canada), as the Canadian administrative agent for the Lenders under this Agreement and the other Credit Documents, together with any of its permitted successors appointed pursuant to Section 12.

“Canadian Benefit Plans” shall mean all material employee benefit plans, programs, policies, practices or other arrangements of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party, or under which any Credit Party has any liability or contingent liability, in relation to employees or former employees that it may have in Canada.

“Canadian Borrower” shall have the meaning provided in the preamble to this Agreement.

“Canadian Borrowing” shall mean a Borrowing by the Canadian Borrower.

“Canadian Dollar Borrowing” shall mean a Borrowing denominated in Canadian Dollars.

“Canadian Dollars” and “C$” shall mean the lawful money of Canada.

“Canadian Guarantee” shall mean the Canadian Guarantee, made by the Borrower, Holdings, the US Subsidiary Guarantors and the Canadian Subsidiary Guarantors

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party thereto in favor of the Canadian Administrative Agent for the ratable benefit of the Canadian Lenders, substantially in the form of Exhibit B-2, as the same may be amended, supplemented or otherwise modified from time to time.

“Canadian L/C Fronting Fee” shall have the meaning provided in Section 4.1(e).

“Canadian Lenders” shall mean each Lender that has a Canadian Revolving Credit Commitment or that holds Canadian Revolving Credit Loans; provided that (a) as of the Closing Date, any such Lender shall be a Canadian Resident and (b) as of the Closing Date, the relevant Canadian Lender or its Related Affiliate, if any, shall also be a “United States person” as contemplated by Section 2.1(b)(ii).

“Canadian Letter of Credit” shall have the meaning provided in Section 3.1(a).

“Canadian Letter of Credit Commitment” shall mean $20,000,000, as the same may be reduced from time to time pursuant to Section 3.1(c).

“Canadian Letter of Credit Exposure” shall mean, with respect to any Canadian Lender, at any time, the sum of (a) the Dollar Equivalent of the amount of any Unpaid Drawings in respect of which such Canadian Lender has made (or is required to have made) payments to the Canadian Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) the Dollar Equivalent of such Canadian Lender’s Canadian Revolving Credit Commitment Percentage of the Canadian Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Canadian Lenders have made (or are required to have made) payments to the Canadian Letter of Credit Issuer pursuant to Section 3.4(a)).

“Canadian Letter of Credit Fee” shall have the meaning provided in Section 4.1(d).

“Canadian Letter of Credit Issuer” shall mean Credit Suisse First Boston Toronto Branch or any successor pursuant to Section 3.6.  The Canadian Letter of Credit Issuer may, in its discretion, arrange for one or more Canadian Letters of Credit to be issued by one or more Affiliates of the Canadian Letter of Credit Issuer each of which is a Canadian Resident, and in each such case the term “Canadian Letter of Credit Issuer” shall include any such Affiliate with respect to Canadian Letters of Credit issued by such Affiliate.  In the event that there is more than one Canadian Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Canadian Letter of Credit Issuer shall be deemed to refer to the Canadian Letter of Credit Issuer in respect of the applicable Canadian Letter of Credit or to all Canadian Letter of Credit Issuers, as the context requires.

“Canadian Letters of Credit Outstanding” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of outstanding Canadian Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect all Canadian Letters of Credit.

“Canadian Letter of Credit Request” shall have the meaning provided in Section 3.2.

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“Canadian Obligations” shall have the meaning assigned to such term in the Canadian Security Agreement.

“Canadian Pension Plans” shall mean each plan which is a registered pension plan for the purposes of the Tax Act established, maintained or contributed to by any Credit Party, or under which any Credit Party has any liability or contingent liability, in relation to any employees or former employees that it may have in Canada.

“Canadian Pledge Agreement” shall mean the Canadian Pledge Agreement entered into by the Canadian Borrower, certain Subsidiaries of the Canadian Borrower and the Canadian Administrative Agent, for the ratable benefit of the Canadian Lenders, substantially in the form of Exhibit C-4, as the same may be amended, supplemented or otherwise modified from time to time.

“Canadian Prime Loan” shall mean any Loan bearing interest at a rate determined by reference to the Canadian Prime Rate.

“Canadian Prime Rate” shall mean the higher of (a) the rate of interest per annum determined from time to time by the Canadian Administrative Agent as being its reference rate then in effect for determining interest rates on C$ denominated commercial loans made in Canada, and (b) the one-month CDOR Rate plus 1% per annum.

“Canadian Resident” shall mean, at any time, a Person who at that time is (a) not a non-resident of Canada for purposes of the Tax Act or (b) an authorized foreign bank deemed to be resident in Canada for purposes of the Tax Act in respect of all amounts paid or credited to such Person under the Canadian Revolving Credit Commitment or Canadian Letter of Credit Commitment pursuant to this Agreement.

“Canadian Revolving Credit Commitment” shall mean, (a) with respect to each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Canadian Revolving Credit Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Canadian Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Canadian Total Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof.  The Canadian Total Revolving Credit Commitment as of the Closing Date is $20,000,000.

“Canadian Revolving Credit Commitment Percentage” shall mean at any time, for each Canadian Lender, the percentage obtained by dividing (a) such Lender’s Canadian Revolving Credit Commitment by (b) the Canadian Total Revolving Credit Commitment, provided that at any time when the Canadian Total Revolving Credit Commitment shall have been terminated, each Canadian Lender’s Canadian Revolving Credit Commitment Percentage shall be its Canadian Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

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“Canadian Revolving Credit Exposure” shall mean, with respect to any Canadian Lender at any time, the sum of (a) the aggregate principal amount of the Dollar Equivalent of the Canadian Revolving Credit Loans of such Lender then outstanding, and (b) such Lender’s Canadian Letter of Credit Exposure at such time.

“Canadian Revolving Credit Loan” shall have the meaning provided in Section 2.1(b)(ii).

“Canadian Security Agreement” shall mean the Canadian Security Agreement entered into by the Canadian Borrower and the Canadian Administrative Agent for the ratable benefit of the Canadian Lenders and the other Canadian Secured Parties (as defined therein), substantially in the form of Exhibit C-2, as the same may be amended, supplemented or otherwise modified from time to time.

“Canadian Security Documents” shall mean, collectively, (a) the Canadian Guarantee, (b) the Canadian Security Agreement, (c) the Canadian Pledge Agreement (if entered into as contemplated hereby), (d) any Mortgage over Mortgaged Property of the Canadian Borrower and (e) any security document entered into by the Canadian Borrower or a Subsidiary of the Canadian Borrower pursuant to Section 9.11, 9.12 or 9.15.

“Canadian Subsidiary Guarantors” shall mean each Subsidiary of the Canadian Borrower that becomes a party to the Canadian Guarantee after the Closing Date pursuant to Section 9.11 or otherwise.

“Canadian Total Revolving Credit Commitment” shall mean the sum of the Canadian Revolving Credit Commitments of all the Lenders.

“Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases, but excluding any amount representing capitalized interest) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and its Subsidiaries, provided that the term “Capital Expenditures” shall not include (a) expenditures made in connection with the replacement, substitution, restoration or repair of assets (i) to the extent financed from insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (b) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (c) the purchase of plant, property or equipment made within two years of the sale of any asset to the extent purchased with the proceeds of such sale or (d) expenditures that constitute any part of Consolidated Lease Expense.

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“Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

“Casualty Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

“Cdn ABR” shall mean, for any day, a rate per annum equal to the higher of (a) the rate of interest per annum determined from time to time by the Canadian Administrative Agent as its reference rate of interest then in effect for determining interest rates on commercial loans denominated in Dollars made by it in Canada and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.

“Cdn ABR Loans” shall mean any Loan bearing interest at a rate determined by reference to the Cdn ABR.

“Cdn L/C Participants” shall have the meaning provided in Section 3.3(b).

“Cdn L/C Participation” shall have the meaning provided in Section 3.3(b).

“CDOR Rate” shall mean, as of any day with respect to a BA Loan and the Interest Period selected by the Canadian Borrower for such BA Loan, or otherwise as applicable, the average interest rate equal to:

(a) the average of the annual rates for Canadian Dollar bankers acceptances for a term equal to such Interest Period (or a term as closely possible comparable to such Interest Period) or such other specified period quoted (at approximately 10:00 a.m. Toronto time on such day) on the Reuters Monitor Money Rates Service, CDOR page “Canadian Interbank Bid BA Rates”; and

(b) if such rate is not available on such day, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. (Toronto time) on such day at which the Canadian Administrative Agent is then offering to purchase Canadian Dollar bankers acceptances for a term approximately equal to such Interest Period (or a term as closely possible comparable to such Interest Period), or such other specified period, accepted by it.

“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental

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Authority after the date of this Agreement or (c) compliance by the Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law).

“Change of Control” shall mean and be deemed to have occurred if (a) (i) the Sponsor and the Management Investors shall at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 35% of the voting power of the outstanding Voting Stock of the Borrower (other than as the result of one or more widely distributed offerings of Holdings’ or Parent’s common stock, in each case whether by Parent, Holdings, the Sponsor or Management Investors) and/or (ii) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of the Borrower that exceeds the percentage of the voting power of such Voting Stock then beneficially owned, in the aggregate, by the Sponsor and the Management Investors, unless, in the case of either clause (i) or (ii) above, the Sponsor and the Management Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors of the Borrower; and/or (b) at any time Continuing Directors shall not constitute at least a majority of the Board of Directors of the Borrower; and/or (c) at any time, Holdings shall cease to directly own, beneficially and of record, 100% of the issued and outstanding equity interests of the Borrower; and/or (d) a Change of Control (as defined in the Senior Subordinated Notes Indenture) shall have occurred.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are US Revolving Credit Loans, Canadian Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans, New Tranche B Term Loans (of each Series) or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a US Revolving Credit Commitment, a Canadian Revolving Credit Commitment, a Tranche A Term Loan Commitment, a Tranche B Term Loan Commitment or a New Tranche B Term Loan Commitment.

“Closing Date” shall mean the date of the initial Borrowing hereunder.

“Closing Date Other Tender Procedures” shall mean (a) with respect to all Existing Opco Notes validly tendered (and not withdrawn) pursuant to the Tender Offers as of the Closing Date, each of Jostens, Von Hoffmann, Von Hoffmann Holdings and Arcade, as applicable, shall have issued an irrevocable notice of acceptance for purchase of all such Existing Opco Notes at a price reasonably satisfactory to the Administrative Agent, and (b) with respect to all Existing Opco Notes (other than the Specified Existing Opco Notes) not so tendered pursuant to the Tender Offers, each of Jostens, Von Hoffmann, Von Hoffman Holdings and Arcade, as applicable, shall have issued an irrevocable notice of redemption of such Existing Opco Notes in accordance with the terms of the applicable indenture governing such Existing Opco Notes and applicable law.

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“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall have the meaning provided in the Security Agreements or any Mortgage, as applicable.

“Collateral Agent” shall have the meaning provided in the Security Agreements or any Mortgage, as applicable.

“Color Prelude Acquisition” shall mean the acquisition of Color Prelude, Inc. by IST, Corp. on December 18, 2001.

“Commitment Fee Rate” shall mean, with respect to the Available US Commitment, the Available Canadian Commitment and the Available Tranche B Term Loan Commitment on any day, the rate per annum set forth below opposite the Status in effect on such day:

Status	Commitment Fee Rate
Level I Status	0.50	%
Level II Status	0.50	%
Level III Status	0.375	%
Level IV Status	0.375	%

Notwithstanding the foregoing, the term “Commitment Fee Rate” shall mean 0.50%, during the period from and including the Closing Date to but excluding the Initial Financial Statement Delivery Date.

“Commitments” shall mean, with respect to each Lender, such Lender’s Term Loan Commitment, US Revolving Credit Commitment, Canadian Revolving Credit Commitment or New Tranche B Term Loan Commitment.

“Confidential Information” shall have the meaning provided in Section 13.16.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated September 2004, delivered to the Lenders in connection with this Agreement.

“Consent Solicitations” shall mean the solicitation of consents from the holders of the Existing Opco Notes to amend the respective indentures governing the Existing Opco Notes to eliminate the significant restrictive covenants and certain default provisions contained therein, to be effected by each of Jostens, Von Hoffmann and Arcade, as applicable, concurrently with the Tender Offers.

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“Consolidated Earnings” shall mean, for any period, “income (loss) before the deduction of income taxes” of the Borrower and the Restricted Subsidiaries, excluding (a) extraordinary items for such period, determined in a manner consistent with the manner in which such amount was determined in accordance with the audited financial statements referred to in Section 9.1(a) and (b) the cumulative effect of a change in accounting principles during such period.

“Consolidated EBITDA” shall mean, for any period, the sum, without duplication, of the amounts for such period of:

(a) Consolidated Earnings plus

(b) to the extent (and in the same proportion after giving effect to the exclusion in clause (ii) in the proviso to this definition) already deducted in arriving at Consolidated Earnings, the following:

(i)interest expense as used in determining such Consolidated Earnings,

(ii)depreciation expense,

(iii)amortization expense,

(iv)extraordinary losses and unusual or non-recurring charges (including severance, relocation costs and one-time compensation charges),

(v)non-cash charges (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period),

(vi)losses on asset sales,

(vii)restructuring charges or reserves (including costs related to acquisitions after the date hereof and to closure/consolidation of facilities),

(viii)in the case of any period that includes a period ending prior to or during the fiscal year ending December 31, 2005, Transaction Expenses,

(ix)any expenses or charges incurred in connection with any issuance of debt, equity securities or any refinancing transaction or any amendment or other modification of any debt instrument,

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(x)any fees and expenses related to Permitted Acquisitions,

(xi)any deductions attributable to minority interests,

(xii)the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors,

(xiii)any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 or No. 144 and the amortization of intangibles arising pursuant to No. 141,

(xiv)other unusual gains or expenses (as determined by management of the Borrower) incurred prior to the Closing Date consisting of (w) Transaction Expenses (including management retention bonuses and fees and expenses relating to such Transactions), (x) fees and expenses associated with acquisitions not consummated, (y) non-cash charges associated with stock-based compensation and (z) write-off of other property and equipment,

(xv)foreign withholding taxes paid or accrued in such period,

(xvi)non-cash charges related to stock compensation expense,

(xvii)expenses consisting of internal software development costs that are expensed during the period but could have been capitalized under alternative accounting policies in accordance with GAAP,

(xviii)costs of surety bonds incurred during such period in connection with financing activities, and

(xix)loss from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments;

less to the extent included in arriving at Consolidated Earnings, the sum of the following amounts for such period of:

(a) extraordinary gains and non-recurring gains,

(b) non-cash gains (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period),

(c) gains on asset sales, and

(d) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations on other derivative instruments,

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in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP, provided that

(i) except as provided in clause (iv) below, there shall be excluded from Consolidated Earnings for any period the income from continuing operations before income taxes and extraordinary items of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Earnings, except to the extent actually received in cash by the Borrower or its Restricted Subsidiaries during such period through dividends or other distributions,

(ii) there shall be excluded from Consolidated Earnings for any period the income from continuing operations before income taxes and extraordinary items of each Joint Venture for such period corresponding to the percentage of capital stock or other equity interests in such Joint Venture not owned by the Borrower or its Restricted Subsidiaries,

(iii) there shall be excluded in determining Consolidated EBITDA non-operating currency transaction gains and losses (including the net loss or gain resulting from Hedge Agreements for currency exchange risk),

(iv) (x) there shall be included in determining Consolidated EBITDA for any period (A) the Acquired EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) acquired to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (B) for the purposes of the definition of the term “Permitted Acquisition” and Sections 10.3, 10.9 and 10.10, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition or conversion) as specified in the Pro Forma Adjustment Certificate delivered to the Lenders and the Administrative Agent and (y) for purposes of determining the Consolidated Total Debt to Consolidated EBITDA Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition or conversion) and

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(v) there shall be excluded from Consolidated Earnings and the determination of Consolidated EBITDA for any period the effects of adjustments in component amounts required or permitted by the Financial Accounting Standards Board Statements of Financial Accounting Standards Nos. 141 and 142 and related authoritative pronouncements, as a result of the Transactions, any acquisition consummated prior to the Closing Date or Permitted Acquisitions or the amortization or write-off of any amounts in connection with any thereof and related financings of any thereof.

Notwithstanding anything to the contrary contained herein, (a) Consolidated EBITDA shall be deemed to be $148,200,000 for the second fiscal quarter of the 2004 fiscal year (which amount gives effect to the Historical Adjustments) and (b) for any period ending prior to one year after the end of the first fiscal quarter ending after the Closing Date, pro forma adjustments may be made to Consolidated EBITDA to give effect to the Transactions and related projected net cost savings or additional net costs consistent with the provisions set forth in the definition of the term “Pro Forma Adjustment” as if such provisions were applicable thereto (provided that any such pro forma increase to Consolidated EBITDA shall be without duplication for net cost savings or additional net costs actually realized during such period and already included in Consolidated EBITDA for any Test Period during such period).

“Consolidated EBITDA to Consolidated Interest Expense Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA for the relevant Test Period to (b) Consolidated Interest Expense for such Test Period.

“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the cash interest expense (including that attributable to Capital Leases in accordance with GAAP), net of cash interest income, of the Borrower and the Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements (other than currency swap agreements, currency future or option contracts and other similar agreements), but excluding, however, amortization of deferred financing costs and any other amounts of non-cash interest, all as calculated on a consolidated basis in accordance with GAAP, and (b) the aggregate amount of all dividends or distributions made during such period pursuant to Section 10.6(e), provided that (i) except as provided in clause (ii) below, there shall be excluded from Consolidated Interest Expense for any period the cash interest expense (or cash interest income) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense and (ii) for purposes of the definition of the term “Permitted Acquisition” and Sections 10.3, 10.9 and 10.10, there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period and of any Converted Restricted Subsidiary converted during such period, in each case based on the cash interest expense (or income) of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) assuming any Indebtedness incurred or repaid in connection with any such acquisition or conversion had been incurred or prepaid on the first day of such period. Notwithstanding anything to the

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contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Lease Expense” shall mean, for any period, all rental expenses of the Borrower and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with Permitted Sale Leasebacks), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent that such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and (c) Capitalized Lease Obligations, all as determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded from Consolidated Lease Expense for any period the rental expenses of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Lease Expense.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) after the deduction of income taxes of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt” shall mean, as of any date of determination, (a) the sum of (i) all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money outstanding on such date and (ii) all Capitalized Lease Obligations of the Borrower and the Restricted Subsidiaries outstanding on such date, all calculated on a consolidated basis in accordance with GAAP, minus (b) the aggregate amount of cash included in the cash accounts listed on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at such date to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which the Borrower or any of the Restricted Subsidiaries is a party.

“Consolidated Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

“Consolidated Working Capital” shall mean, at any date, the excess of (a) the sum of all amounts (other than cash, cash equivalents and bank overdrafts) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, but excluding (i) the current portion of any Funded Debt, (ii) without duplication of clause (i) above, all Indebtedness consisting of Loans and Letter

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of Credit Exposure to the extent otherwise included therein and (iii) the current portion of deferred income taxes.

“Continuing Director” shall mean, at any date, an individual (a) who is a member of the Board of Directors of the Borrower on the date hereof, (b) who, as at such date, has been a member of such Board of Directors for at least the 12 preceding months, (c) who has been nominated to be a member of such Board of Directors, directly or indirectly, by a Sponsor or Persons nominated by a Sponsor or (d) who has been nominated to be a member of such Board of Directors by a majority of the other Continuing Directors then in office.

“Contribution Agreement” shall mean the Contribution Agreement dated as of July 21, 2004, between Fusion and Parent, pursuant to which Fusion agreed to contribute all the equity interests of each of Von Hoffmann Holdings and Arcade Holdings to Parent immediately following consummation of the Merger in exchange for equity interests in Parent.

“Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Co-Syndication Agents” shall mean Deutsche Bank Securities Inc. and Banc of America Securities LLC, together with their affiliates, as co-syndication agents under this Agreement and the other Credit Documents.

“Credit Documents” shall mean this Agreement, the Security Documents each Letter of Credit, each Joinder Agreement and any promissory notes issued by the Borrower hereunder.

“Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.

“Credit Party” shall mean each of Holdings, the Borrower, the Canadian Borrower, the US Subsidiary Guarantors, the Canadian Subsidiary Guarantors, if any, and each other Subsidiary of the Borrower that is a party to a Credit Document.

“Cumulative Consolidated Net Income Available to Stockholders” shall mean, as of any date of determination, Consolidated Net Income less cash dividends paid by the Borrower with respect to its capital stock for the period (taken as one accounting period) commencing on the Closing Date and ending on the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1.

“Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by Holdings, the Borrower or any of the Restricted Subsidiaries of any Indebtedness (including any issuance by the Borrower of Permitted Additional Notes to the extent the Net Cash Proceeds are

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not used to finance a Permitted Acquisition but excluding any other Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(a)(xiv)).

“Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

“Delayed Draw Date” shall mean a single date selected by the Borrower occurring within 35 days after the Closing Date.

“Discount Note” shall mean a non-interest-bearing promissory note or depository note (within the meaning of the Depository Bills and Notes Act (Canada)) denominated in Canadian Dollars issued by the Canadian Borrower to a Non-Acceptance Lender to evidence a BA Equivalent Loan.

“Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary (any of the foregoing, a “Pro Forma Disposed Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Disposed Entity (determined using such definitions as if references to the Borrower and its Subsidiaries therein were to such Pro Forma Disposed Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Disposed Entity in accordance with GAAP.

“dividends” shall have the meaning provided in Section 10.6.

“DLJMB” shall mean DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership.

“Documentation Agent” shall mean General Electric Capital Corporation, together with its affiliates, as the documentation agent for the Lenders under this Agreement and the other Credit Documents.

“Dollar Borrowing” shall mean a Borrowing denominated in Dollars.

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

“Dollar Equivalent” shall mean, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in Canadian Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent using the Exchange Rate.

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“Domestic Subsidiary” shall mean each Subsidiary of the Borrower that is organized under the laws of the United States, any state or territory thereof, or the District of Columbia.

“Draft” shall have the meaning provided in Section 2.14(f).

“Drawing” shall have the meaning provided in Section 3.4(b).

“Environmental Claims” shall mean any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Borrower or any of the Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands.

“Environmental Law” shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment relating to the protection of environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials), or Hazardous Materials.

“Equity Contribution” shall have the meaning provided in the preamble to this Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.  Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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“Event of Default” shall have the meaning provided in Section 11.

“Excess Cash Flow” shall mean, for any period, an amount equal to the excess of (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such period and (iv) an amount equal to the aggregate net non-cash loss on the sale, lease, transfer or other disposition of assets by the Borrower and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income over (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the amount of Capital Expenditures made in cash during such period pursuant to Section 10.11, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Borrower or its Restricted Subsidiaries, (iii) the aggregate amount of all prepayments of Revolving Credit Loans and Swingline Loans made during such period to the extent accompanying reductions of the US Total Revolving Credit Commitments, except to the extent financed with the proceeds of other Indebtedness of the Borrower or its Restricted Subsidiaries, (iv) the aggregate amount of all principal payments of Indebtedness of the Borrower or the Restricted Subsidiaries (including any Term Loans and the principal component of payments in respect of Capitalized Lease Obligations but excluding Revolving Credit Loans, Swingline Loans and voluntary prepayments of Term Loans pursuant to Section 5.1) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Borrower or its Restricted Subsidiaries, (v) an amount equal to the aggregate net non-cash gain on the sale, lease, transfer or other disposition of assets by the Borrower and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (vi) increases in Consolidated Working Capital for such period, (vii) payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, (viii) the amount of Investments made during such period pursuant to Section 10.5 to the extent that such Investments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries, (ix) the amount of dividends paid during such period pursuant to clause (b) or (d) of the proviso to Section 10.6 to the extent such dividends were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries, (x) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and (xi) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness and that are accounted for as extraordinary items.

“Exchange Rate” shall mean on any day the rate at which Canadian Dollars may be exchanged into Dollars, computed by the Canadian Administrative Agent at the Bank of Canada noon spot rate, after 12:00 noon (Toronto time) on such day, provided that if at the time

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of any such determination, for any reason, no such spot rate is being quoted, the Canadian Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Existing Arcade Holdings PIK Notes” shall mean the floating rate exchangeable payment-in-kind notes of Arcade Holdings in an aggregate principal amount of approximately $76,900,000 as of the date hereof.

“Existing Arcade Notes” shall mean the 10-1/2% Senior Notes due 2008 of Arcade, issued pursuant to an indenture dated as of June 25, 1998, with IBJ Schroder Bank & Trust Company, as trustee.

“Existing Credit Agreements” shall mean each of (a) the Existing Jostens Credit Agreement, (b) the Credit Agreement dated as of March 26, 2002, as amended, among Von Hoffmann Holdings, Von Hoffman, certain subsidiaries of Von Hoffman, CIT Group/Business Credit, Inc., as administrative agent, and the lenders from time to time party thereto and (c) the Amended and Restated Credit Agreement dated as of December 18, 2001, as amended, among Arcade, Heller Financial, Inc., as administrative agent, and the lenders from time to time party thereto.

“Existing Jostens Credit Agreement” shall mean the Credit Agreement dated as of July 29, 2003, among Jostens, the Canadian Borrower, Credit Suisse First Boston, as administrative agent, Credit Suisse First Boston Toronto Branch, as Canadian administrative agent, and the lenders from time to time party thereto.

“Existing Jostens Notes” shall mean the 12-3/4% Senior Subordinated Notes due 2010 of Jostens, issued pursuant to an indenture dated as of May 10, 2000, with The Bank of New York, as trustee.

“Existing Jostens Preferred Stock” shall mean the 14% Senior Redeemable Payment-In-Kind Preferred Stock of Jostens, issued pursuant to a certificate of designations dated and effective on May 10, 2000.

“Existing Letters of Credit” shall have the meaning provided in the preamble to this Agreement.

“Existing Opco Notes” shall mean the Existing Jostens Notes, the Existing Von Hoffmann Notes and the Existing Arcade Notes.

“Existing Von Hoffmann Notes” shall mean (a) the 10-3/8% Senior Subordinated Notes due 2007 of Von Hoffman, issued pursuant to an indenture dated as of May 22, 1997, with Marine Midland Bank, as trustee, (b) the 13.5% Subordinated Exchange Debentures due 2009 of Von Hoffmann Holdings, issued pursuant to an indenture dated as of October 16, 1998, with Marine Midland Bank, as trustee, and (c) the 10-1/4% Senior Notes due 2009 of Von Hoffman,

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issued pursuant to an indenture dated as of March 26, 2002, with U.S. Bank National Association, as trustee.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1.

“Final Date” shall mean (a) for purposes of Section 4.1(a)(i), the date on which the US Revolving Credit Commitments shall have terminated, no US Revolving Credit Loans shall be outstanding and the US Letters of Credit Outstanding shall have been reduced to zero and (b) for purposes of Section 4.1(a)(ii), the date on which the Canadian Revolving Credit Commitments shall have terminated, no Canadian Revolving Credit Loans shall be outstanding and the Canadian Letters of Credit Outstanding shall have been reduced to zero.

“Foreign Asset Sale” shall have the meaning provided in Section 5.2(h).

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Borrower or any of its Subsidiaries with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean each Subsidiary of the Borrower that is not a Domestic Subsidiary, including the Canadian Borrower.

“Funded Debt” shall mean all indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or any Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

“Fusion” shall mean Fusion Acquisition LLC, a Delaware limited liability company.

“GAAP” shall mean generally accepted accounting principles in the United States of America or Canada, as applicable, as in effect from time to time; provided, however, that if there occurs after the date hereof any change in GAAP that affects in any respect the calculation of any covenant contained in Section 10, the Lenders and the Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Borrower after

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such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the covenants in Section 10 shall be calculated as if no such change in GAAP has occurred.

“Governmental Authority” shall mean any nation or government, any state, province, territory or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee Agreements” shall mean, collectively, the US Guarantee and the Canadian Guarantee.

“Guarantee and Collateral Exception Amount” shall mean, at any time, $125,000,000 minus (b) the sum of (i) the aggregate amount of Indebtedness incurred or assumed prior to such time pursuant to Section 10.1(a)(x) or (a)(xi) that is outstanding at such time and that was used to acquire, or was assumed in connection with the acquisition of, capital stock and/or assets in respect of which guarantees, pledges and security have not been given pursuant to Sections 9.11 and 9.12, (ii) the sum of (A) the aggregate New Tranche B Term Loan Commitments at such time and (B) the aggregate principal amount of New Term Loans outstanding at such time and (iii) any Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor, provided that if such amount is a negative number, the Guarantee and Collateral Exception Amount shall be zero.

“Guarantee Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or any such property or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however, that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.  The term “Guarantee” when used as a verb shall mean to provide or incur a Guarantee Obligation and when used as a noun shall have a correlative meaning.

“Guarantors” shall mean (a) Holdings, the US Subsidiary Guarantors and the Canadian Subsidiary Guarantors (if any), other than the immaterial Subsidiaries listed on Schedule 1.1(d), and (b) in respect of the Canadian Obligations, the Borrower.

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“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

“Hedge Agreements” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements, and other similar agreements entered into by the Borrower or the Canadian Borrower in the ordinary course of business (and not for speculative purposes) in order to protect the Borrower, the Canadian Borrower or any of the Restricted Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices.

“Historical Adjustments” shall mean with respect to any Person, without duplication, the following items to the extent incurred prior to the Closing Date and, in each case, during the applicable period:

(a)  fees for management advisory services paid by the Borrower or any of its Subsidiaries to DLJ Merchant Banking Partners III, L.P. and DLJ Merchant Banking Partners II, L.P. or any of their respective financial services Affiliates;

(b)  adjustments in any line item in such Person’s consolidated financial statements required or permitted by the Financial Accounting Standards board Statement Nos. 141 and 142 resulting from the application of purchase accounting in relation to the Jostens Acquisition, the Color Prelude Acquisition and the Lehigh Press Acquisition;

(c)  gains (or losses) from the early extinguishment of Indebtedness;

(d)  transaction expenses incurred in connection with the Jostens Acquisition and the merger and recapitalization of Jostens in 2000 and the Lehigh Press Acquisition;

(e)  the cumulative effect of a change in accounting principles;

(f)  gains (or losses), net of tax from disposed or discontinued operations, including the discontinuance of Jostens’ Recognition business;

(g)  non-cash adjustments to LIFO reserves;

(h)  gain (or loss) attributable to the disposition of fixed assets; and

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(i)  other costs consisting of (i) one-time restructuring charges, (ii) one-time severance costs in connection with former employees, (iii) debt financing costs, (iv) unusual litigation expenses, (v) fees and expenses related to acquisitions and (vi) consulting services in connection with acquisitions.

“Historical Audited Financial Statements” shall mean as of the Closing Date, the audited financial statements of each Predecessor Company and its consolidated subsidiaries, in each case for the immediately preceding three fiscal years, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years.

“Historical Unaudited Financial Statements” shall mean as of the Closing Date, the unaudited financial statements of each Predecessor Company and its consolidated subsidiaries, in each case for each fiscal quarter of the applicable Predecessor Company subsequent to the most recent Historical Audited Financial Statement of such Predecessor Company and ended 45 days before the Closing Date.

“Holdings” shall have the meaning provided in the preamble to this Agreement.

“Increased Amount Date” shall have the meaning provided in Section 2.15.

“Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included as liabilities in the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (e) all Capitalized Lease Obligations of such Person, (f) all obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements and (g) without duplication, all Guarantee Obligations of such Person, provided that Indebtedness shall not include (i) trade payables and accrued expenses, in each case payable directly or through a bank clearing arrangement and arising in the ordinary course of business, (ii) precious metal leases, whether capital or operating and (iii) obligations in respect of commodity price protection agreements or other commodity price hedging agreements.

“Initial Financial Statement Delivery Date” shall mean the date on which Section 9.1 Financials are delivered to the Lenders under Section 9.1 for the first full fiscal quarter ending at least six months after the Closing Date.

“Interest Period” shall mean, with respect to any Term Loan or Revolving Credit Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.

“Investment” shall mean, for any Person:  (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any

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“short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 364 days arising in the ordinary course of business and excluding also any Investment in leases entered into in the ordinary course of business; or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other monetary liability of any other Person.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit D.

“Joint Ventures” shall mean any Person in which the Borrower or a Restricted Subsidiary maintains an equity investment, but which is not a Subsidiary of the Borrower.

“Jostens” shall mean Jostens, Inc., a Minnesota corporation and a wholly owned subsidiary of the Borrower.

“Jostens Acquisition” shall mean the acquisition of Jostens by affiliates of DLJ Merchant Banking Partners III L.P. on July 29, 2003.

“Jostens Perfection Certificate” shall mean a certificate of the Borrower and the Canadian Borrower in the form of Exhibit F or any other form approved by the Administrative Agent.

“Jostens Preferred Repurchase” shall mean the repurchase by Jostens on the Closing Date of all the issued and outstanding Existing Jostens Preferred Stock for an aggregate purchase price of approximately $109,800,000.

“Judgment Currency” shall have the meaning set forth in Section 13.17.

“Judgment Currency Conversion Date” shall have the meaning set forth in Section 13.17.

“KKR” shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR Associates, L.P.

“KKR Equity Amount” shall mean an amount equal to not less than 40% of the Equity Contribution.

“KKR Equity Contribution” shall mean, collectively, (a) the contribution by KKR of an amount of cash equal to not less than the KKR Equity Amount to Fusion, in exchange for the issuance to KKR of 100% of the issued and outstanding equity interests of Fusion and (b) the further contribution by Fusion of all such cash contribution proceeds to the Merger Subs, in

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exchange for the issuance to Fusion of 100% of this issued and outstanding equity interests in each of the Merger Subs.

“L/C Maturity Date” shall mean the date that is five Business Days prior to the Revolving Credit Maturity Date.

“L/C Participants” shall mean the Cdn L/C Participants or the US L/C Participants and each is an “L/C Participant”.

“L/C Participation” shall mean a US L/C Participation or a Cdn L/C Participation.

“Lehigh Press Acquisition” shall mean the acquisition of Lehigh Press, Inc. by a subsidiary of Von Hoffmann on October 22, 2003.

“Lender” shall have the meaning provided in the preamble to this Agreement.

“Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 3.3 required to be made available or funded by it hereunder or (b) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend to comply with the obligations under Section 2.1(b), 2.1(d) or 3.3, in the case of either clause (a) or clause (b) above, as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

“Letter of Credit” shall have the meaning provided in Section 3.1(a).

“Letter of Credit Exposures” shall mean US Letter of Credit Exposures and Canadian Letter of Credit Exposures, as applicable.

“Letter of Credit Issuers” shall mean a collective reference to the US Letter of Credit Issuer and the Canadian Letter of Credit Issuer and each is a “Letter of Credit Issuer.”

“Letter of Credit Request” shall mean a US Letter of Credit Request and a Canadian Letter of Credit Request, as applicable.

“Level I Status” shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.75 to 1.00 as of such date.

“Level II Status” shall mean, on any date, the circumstance that Level I Status does not exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.25 to 1.00 as of such date.

“Level III Status” shall mean, on any date, the circumstance that neither Level I Status nor Level II Status exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 3.75 to 1.00 as of such date.

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“Level IV Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 3.75 to 1.00 as of such date.

“LIBOR Loan” shall mean any LIBOR Term Loan or LIBOR Revolving Credit Loan.

“LIBOR Rate” shall mean, in the case of any LIBOR Term Loan or LIBOR Revolving Credit Loan, with respect to each day during each Interest Period pertaining to such LIBOR Loan, (a) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time), on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period (or, to the extent that an interest rate is not so ascertainable, the rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period) multiplied by (b) the Statutory Reserve Rate.

“LIBOR Revolving Credit Loan” shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

“Loan” shall mean any Revolving Credit Loan, Swingline Loan, Term Loan or New Tranche B Term Loan made by any Lender hereunder.

“Management Investors” shall mean the management officers and employees of the Borrower and its Subsidiaries who are investors in the Borrower on the Closing Date.

“Mandatory Borrowing” shall have the meaning provided in Section 2.1(d).

“Material Adverse Change” shall mean any event or circumstance which has resulted or is reasonably likely to result in a material adverse change in the business, assets, operations, properties or financial condition of Holdings, the Borrower and its Subsidiaries, taken as a whole, or that would materially adversely affect the ability of Holdings, the Borrower and the other Credit Parties, taken as a whole, to perform their obligations under this Agreement or any of the other Credit Documents.

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“Material Adverse Effect” shall mean a circumstance or condition affecting the business, assets, operations, properties or financial condition of Holdings, the Borrower and the Subsidiaries, taken as a whole, that would materially adversely affect (a) the ability of the Borrower and the other Credit Parties, taken as a whole, to perform their obligations under this Agreement or any of the other Credit Documents or (b) the rights and remedies of the Administrative Agent and the Lenders under this Agreement or any of the other Credit Documents.

“Material Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Borrower (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

“Maturity Date” shall mean the Tranche A Term Loan Maturity Date, the Tranche B Term Loan Maturity Date, the New Tranche B Term Loan Maturity Date or the Revolving Credit Maturity Date.

“Merger” shall mean, collectively, the Von Hoffmann Merger and the Arcade Merger.

“Merger Agreements” shall mean the Von Hoffmann Merger Agreement and the Arcade Merger Agreement.

“Merger Consideration” shall mean, collectively, the aggregate amount of the Von Hoffmann Merger Consideration payable in connection with the Von Hoffmann Merger and the aggregate amount of the Arcade Merger Consideration payable in connection with the Arcade Merger.

“Merger Subs” shall mean Von Hoffmann Merger Sub and Arcade Merger Sub.

“Minimum Borrowing Amount” shall mean (a) with respect to a Dollar Borrowing of Term Loans or Revolving Credit Loans, $1,000,000, (b) with respect to a Canadian Dollar Borrowing of Canadian Revolving Credit Loans, C$1,000,000 and (c) with respect to a Borrowing of Swingline Loans, $100,000.

“Minority Investment” shall mean any Person (other than a Subsidiary) in which the Borrower or any Restricted Subsidiary owns capital stock or other equity interests.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

“Mortgage” shall mean a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement or other security document entered into by the owner of a

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Mortgaged Property and the Collateral Agent for the ratable benefit of the Lenders in respect of that Mortgaged Property, substantially in the form of Exhibit E, or, in the case of Mortgaged Properties located outside the United States of America, in such form as agreed between the Borrower and the Administrative Agent or the Canadian Administrative Agent, as applicable, as the same may be amended, supplemented or otherwise modified from time to time.

“Mortgaged Property” shall mean, initially, each parcel of real estate and the improvements thereto owned by a Credit Party and identified on Schedule 1.1(b), and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 9.15.

“Net Cash Proceeds” shall mean, with respect to any Prepayment Event, (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of Holdings, the Borrower or any of the Restricted Subsidiaries in respect of such Prepayment Event, less (b) the sum of:

(i)            in the case of any Prepayment Event, the amount, if any, of all taxes paid or estimated to be payable by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with such Prepayment Event,

(ii)           in the case of any Prepayment Event, the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by Holdings, the Borrower or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Prepayment Event occurring on the date of such reduction,

(iii)          in the case of any Prepayment Event, the amount of any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment Event,

(iv)          in the case of any Asset Sale Prepayment Event (other than a transaction permitted by Section 10.4(e)), Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Asset Sale Prepayment Event that the Borrower or any Subsidiary has reinvested (or intends to reinvest within the Reinvestment Period or has entered into a binding commitment prior to the last day of the Reinvestment Period to reinvest) in the business of the Borrower or any of the Restricted Subsidiaries (subject to Section 9.14), provided that any portion of such proceeds that has not been so reinvested within such Reinvestment Period shall, unless the Borrower or a Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback occurring on the last day of such

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Reinvestment Period and (y) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i); and

(v)           in the case of any Prepayment Event, reasonable and customary fees, commissions, expenses, and other costs paid by Holdings, the Borrower or any of the Restricted Subsidiaries, as applicable, in connection with such Prepayment Event (other than those payable to Holdings, the Borrower or any Subsidiary of the Borrower), in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

“New Tranche B Term Loan Commitments” shall have the meaning provided in Section 2.15.

“New Tranche B Term Loan Lender” shall have the meaning provided in Section 2.15.

“New Tranche B Term Loans” shall have the meaning provided in Section 2.15.

“New Tranche B Term Loan Maturity Date” shall mean the date on which a New Tranche B Term Loan matures.

“Non-Acceptance Lender” shall mean a Canadian Lender that does not accept Bankers’ Acceptances.

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

“Non-Excluded Taxes” shall have the meaning provided in Section 5.4(a).

“Non-US Lender” shall have the meaning provided in Section 5.4(a).

“Non-US Participant” shall have the meaning provided in Section 5.4(c).

“Notice of Borrowing” shall have the meaning provided in Section 2.3(a).

“Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6.

“Obligations” shall have the meaning assigned to such term in the Security Documents.

“Other Refinancing Transactions” shall mean (a) the payment in full of all amounts due or outstanding under each of the Existing Credit Agreements (other than any Existing Letters of Credit that are deemed to be issued under this Agreement in accordance with the terms hereof), the termination of all commitments thereunder and the release and discharge

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of all guarantees thereof and security therefor, (b) the Jostens Preferred Repurchase and (c) the Arcade Holdings Note Repayment.

“Other Tender Procedures” shall mean the Closing Date Other Tender Procedures and the Post-Closing Other Tender Procedures, as applicable.

“Parent” shall mean Jostens Holding Corp., a Delaware corporation.

“Parent Discount Notes” shall mean the 10-1/4% Senior Discount Notes due 2013 of Parent, issued pursuant to an indenture dated as of December 2, 2003, with BNY Midwest Trust Company, as trustee.

“Participant” shall have the meaning provided in Section 13.6(c)(i).

“Patriot Act” shall have the meaning provided in Section 13.18.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Perfection Certificate” shall mean the collective reference to the Jostens Perfection Certificate, the Arcade Perfection Certificate and the Von Hoffmann Perfection Certificate.

“Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the Borrower or any of the Restricted Subsidiaries of assets or capital stock or other equity interests, so long as (a) such acquisition and all transactions related thereto shall be consummated in accordance with applicable law; (b) such acquisition shall result in the issuer of such capital stock or other equity interests becoming (i) a Restricted Subsidiary and (ii) (x) in the case of a Restricted Domestic Subsidiary, a US Subsidiary Guarantor or (y) in the case of a Restricted Canadian Subsidiary, a Canadian Subsidiary Guarantor, in each case to the extent required by Section 9.11; (c) such acquisition shall result in the Administrative Agent or the Canadian Administrative Agent, as applicable, for the ratable benefit of the applicable Lenders, being granted a security interest in any capital stock or any assets so acquired, to the extent required by Sections 9.11, 9.12 and/or 9.15; (d) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; and (e) the Borrower shall be in compliance, on a pro forma basis after giving effect to such acquisition (including any Indebtedness assumed or permitted to exist or incurred pursuant to Sections 10.1(a)(x) and 10.1(a)(xi), respectively, and any related Pro Forma Adjustment), with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such acquisition had occurred on the first day of such Test Period.

“Permitted Additional Notes” shall mean senior subordinated notes, issued by the Borrower, (i) the terms of which (1) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date on which the final maturity of the Senior Subordinated Notes occurs (as in effect on the Closing Date) (other than customary offers to

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purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (2)  provide for subordination to the Obligations under the Credit Documents on terms and conditions no less favorable to the Lenders than the terms and conditions set forth in the Senior Subordinated Notes Indenture, (ii) the covenants, events of default, subsidiary guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Subsidiaries than those in the Senior Subordinated Notes and (iii) of which no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such notes that is not an obligor under the Senior Subordinated Notes.

“Permitted Capital Expenditure Amount” shall have the meaning provided in Section 10.11.

“Permitted Investments” shall mean:

(a) securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;

(b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);

(c) commercial paper issued by any Lender or any bank holding company owning any Lender;

(d) commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(e) domestic and LIBOR certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus of not less than $250,000,000 in the case of domestic banks and $100,000,000 (or the Dollar Equivalent thereof) in the case of foreign banks;

(f) repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognized national standing;

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(g) marketable short-term money market and similar securities having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(h) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (g) above; and

(i) in the case of Investments by any Restricted Foreign Subsidiary or Investments made in a country outside the United States of America, other customarily utilized high-quality Investments in the country where such Restricted Foreign Subsidiary is located or in which such Investment is made.

“Permitted Liens” shall mean (a) Liens for taxes, assessments or governmental charges or claims not overdue by more than 60 days or which are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP; (b) Liens in respect of property or assets of the Borrower or any of the Subsidiaries imposed by law, such as carriers’, warehousemen’s, mechanics’ landlords’, materialmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect; (c) Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.11; (d) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security legislation, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business; (e) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (f) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, or the Canadian Borrower and its Subsidiaries, taken as a whole; (g) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement; (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (i) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; and (k) Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of the Borrower and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business.

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“Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Closing Date, provided that such Sale Leaseback is consummated for fair value as determined at the time of consummation in good faith by the Borrower and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $20,000,000, the Board of Directors of the Borrower (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

“Plan” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) the Borrower, a Subsidiary or an ERISA Affiliate.

“Pledge Agreement” shall mean the Pledge Agreement, entered into by Holdings, the Borrower, the other pledgors party thereto and the Administrative Agent for the ratable benefit of the Lenders, substantially in the form of Exhibit C-3, as the same may be amended, supplemented or otherwise modified from time to time.

“Pledge Agreements” shall mean the Pledge Agreement and the Canadian Pledge Agreement.

“Post-Closing Other Tender Procedures” shall mean, with respect to any Specified Existing Opco Notes not tendered pursuant to the Tender Offers for such notes, sufficient funds shall have been deposited with the trustee under the indenture governing the applicable Specified Existing Opco Notes for the full satisfaction and discharge of the entire outstanding principal amount of such notes.

“PPSA” shall mean the Personal Property Security Act (Ontario), provided, however, if the attachment, perfection, or priority of the Canadian Administrative Agent’s Liens in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, “PPSA” shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions of this Agreement relating to such attachment, perfection or priority and for the definitions related to such provisions.

“Predecessor Companies” shall mean, collectively, Jostens, Von Hoffmann Holdings and Arcade Holdings.

“Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

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“Prime Rate” shall mean the rate of interest per annum determined from time to time by the Administrative Agent as its reference rate in effect at its principal office in New York City.

“Pro Forma Adjustment” shall mean, for any Test Period that includes any of the six consecutive fiscal quarters first ending following any Permitted Acquisition, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower affected by such acquisition, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of reasonably identifiable and factually supportable net cost savings or additional net costs, as the case may be, realizable during such period by combining the operations of such Acquired Entity or Business with the operations of the Borrower and its Subsidiaries, provided that so long as such net cost savings or additional net costs will be realizable at any time during such six-quarter period, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such net cost savings or additional net costs will be realizable during the entire such period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for net cost savings or additional net costs actually realized during such period and already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be.

“Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

“Pro Forma Financial Statements” shall mean the unaudited pro forma balance sheet of the Borrower and its consolidated Subsidiaries at June 30, 2004, and the related unaudited pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries for the twelve months ended June 30, 2004, in each case prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date, and with respect to such statement of income, on the first day of such twelve-month period.

“Qualified PIK Securities” shall mean (1) any preferred capital stock or preferred equity interest of any Person (a) that does not provide for any cash dividend payments or other cash distributions in respect thereof on or prior to any Maturity Date and (b) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event does not (i)(x) mature or become mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (y) become convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock that is not Qualified PIK Securities or (z) become redeemable at the option of the holder thereof (other than as a result of a change of control event), in whole or in part, in each case on or prior to the first anniversary of the latest Maturity Date and (ii) provide holders thereunder with any rights upon the occurrence of a “change of control” event prior to the repayment of the Obligations under the Credit Documents and (2) any Indebtedness of any Person which has payments terms at least as favorable to such Person and Lenders as described in clauses (1)(a) and (b) above and is

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subordinated on customary terms and conditions (including remedy standstills at all times prior to the latest Maturity Date) and has other terms, other than with respect to interest rates, at least as favorable to such Person and Lenders as the Senior Subordinated Notes.

“Real Estate” shall have the meaning provided in Section 9.1(f).

“Register” shall have the meaning provided in Section 13.6(b)(iv).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Reinvestment Period” shall mean the earlier of (x) 10 Business Days prior to the occurrence of an obligation to make an offer to repurchase Senior Subordinated Notes (or any Permitted Additional Notes) pursuant to the asset sale or event of loss provisions of the Senior Subordinated Notes Indenture and (y) 15 months following the date of the applicable Asset Sale Prepayment Event or Casualty Event.

“Related Affiliate” shall mean with respect to any Lender with a Canadian Revolving Credit Commitment, an Affiliate or lending office of such Lender designated by it to make its Canadian Revolving Credit Commitment, Canadian Letters of Credit and Canadian Revolving Credit Loans available to the Borrower under this Agreement.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Repayment Amount” shall mean the Tranche A Repayment Amount and the Tranche B Repayment Amount, as applicable.

“Repayment Date” shall mean a Tranche A Repayment Date or a Tranche B Repayment Date, as applicable.

“Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder.

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“Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of the sum of (i) the Adjusted US Total Revolving Credit Commitment at such date, (ii) the Adjusted Canadian Total Revolving Credit Commitment at such date, (iii) the Adjusted Total Term Loan Commitment at such date, and (iv) the outstanding principal amount of Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (b) if the US Total Revolving Credit Commitment, the Canadian Total Revolving Credit Commitment and the Total Term Loan Commitment have been terminated or for the purposes of acceleration pursuant to Section 11, the holders (excluding Defaulting Lenders) of a majority of the outstanding principal amount of the Loans and Letter of Credit Exposures (excluding the Loans and Letter of Credit Exposures of Defaulting Lenders) in the aggregate at such date.

“Required Tranche A Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Term Loan Commitment that relates to Tranche A Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche A Term Loans (excluding Tranche A Term Loans held by Defaulting Lenders) in the aggregate at such date.

“Required Tranche B Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Term Loan Commitment that relates to Tranche B Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B Term Loans (excluding Tranche B Term Loans held by Defaulting Lenders) in the aggregate at such date.

“Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Restricted Domestic Subsidiary” shall mean a Domestic Subsidiary that is a Restricted Subsidiary.

“Restricted Foreign Subsidiary” shall mean a Foreign Subsidiary that is a Restricted Subsidiary.

“Restricted Subsidiary” shall mean any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Credit Commitment Percentage” shall mean the Canadian Revolving Credit Commitment Percentage and the US Revolving Credit Commitment Percentage, as applicable.

“Revolving Credit Commitments” shall mean the US Revolving Credit Commitments and the Canadian Revolving Credit Commitments, as applicable.

“Revolving Credit Loans” shall have the meaning provided in Section 2.1(b)(i).

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“Revolving Credit Maturity Date” shall mean the date that is five years after the Closing Date, or, if such date is not a Business Day, the next preceding Business Day.

“S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

“Sale Leaseback” shall mean any transaction or series of related transactions pursuant to which the Borrower or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“Schedule I Lender” means any Lender named in Schedule I to the Bank Act (Canada).

“Schedule II/III Reference Lenders” means Credit Suisse First Boston Toronto Branch and other specified Canadian Lenders that are banks named in Schedule II or Schedule III to the Bank Act (Canada) and approved by the Canadian Borrower and the Canadian Administrative Agent.

“Scotiabank Intercreditor Agreement” shall mean the Intercreditor Agreement entered into by the Administrative Agent for the ratable benefit of the Lenders and The Bank of Nova Scotia, substantially in form of Exhibit J, as the same may be amended, supplemented or otherwise modified from time to time.

“Seasonal Revolving Indebtedness” shall mean the lesser of (a) $100,000,000 and (b) the Dollar Equivalent of the amount of Revolving Credit Loans outstanding on the last day of the third fiscal quarter in each fiscal year of the Borrower.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).

“Secured Parties” shall have the meaning assigned to such term in the applicable Security Documents.

“Security Agreement” shall mean the Security Agreement entered into by Holdings, the Borrower, the US Subsidiary Guarantors, the Administrative Agent and the Canadian Administrative Agent for the ratable benefit of the Lenders, substantially in the form of Exhibit C-1, as the same may be amended, supplemented or otherwise modified from time to time.

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“Security Agreements” shall mean, collectively, the Security Agreement and the Canadian Security Agreement.

“Security Documents” shall mean, collectively, (a) the Guarantee Agreements, (b) the Security Agreements, (c) the Pledge Agreements, (d) the Mortgages, (e) each other Canadian Security Document and (f) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11 or 9.12 or pursuant to any of the Security Documents to secure any of the Obligations.

“Senior Subordinated Notes” shall mean (a) the Senior Subordinated Notes as defined in the recitals hereof and (b) any replacement or refinancing thereof that constitutes Permitted Additional Notes, provided that any such amendment, replacement or refinancing shall bear a rate of interest determined by the Board of Directors of the Borrower to be a market rate of interest at the date of such amendment, replacement or refinancing and have other terms customary for similar issuances under similar market conditions or otherwise be on terms reasonably acceptable to the Administrative Agent.

“Senior Subordinated Notes Documents” shall mean the Senior Subordinated Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Senior Subordinated Notes or providing for any Guarantee or other right in respect thereof.

“Senior Subordinated Notes Indenture” shall mean the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Senior Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

“Series” shall have the meaning as provided in Section 2.15.

“Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Solvent” shall mean, with respect to the Borrower, that as of the Closing Date, both (i) (a) the sum of the Borrower’s debt (including contingent liabilities) does not exceed the present fair saleable value of the Borrower’s present assets; (b) the Borrower’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (c) the Borrower has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) the Borrower is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

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“Specified Existing Opco Notes” shall mean the Existing Jostens Notes and the 10-1/4% Senior Notes due 2009 of Von Hoffman.

“Specified Subsidiary” shall mean, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 10% of the consolidated total assets of the Borrower and the Subsidiaries at such date, (ii) whose gross revenues for such Test Period were equal to or greater than 10% of the consolidated gross revenues of the Borrower and the Subsidiaries for such period, in each case determined in accordance with GAAP and (c) each other Subsidiary that, when combined with any other Subsidiary that is the subject of an Event of Default under Section 11.5 would constitute a Specified Subsidiary under clause (a) or (b) above.

“Sponsor” shall mean any of DLJMB and KKR and their respective Affiliates.

“Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met.

“Status” shall mean, as to the Borrower as of any date, the existence of Level I Status, Level II Status, Level III Status or Level IV Status, as the case may be on such date.  Changes in Status resulting from changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective (the date of such effectiveness, the “Effective Date”) as of the first day following the last day of the most recent fiscal year or period for which (a) Section 9.1 Financials are delivered to the Lenders under Section 9.1 and (b) an officer’s certificate is delivered by the Borrower to the Lenders setting forth, with respect to such Section 9.1 Financials, the then-applicable Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that (i) if the Borrower shall have made any payments in respect of interest or commitment fees during the period (the “Interim Period”) from and including the Effective Date to but excluding the day any change in Status is determined based on the relevant Section 9.1 Financials as provided above, then the amount of the next such payment due on or after such day shall be increased or decreased by an amount equal to any underpayment or overpayment so made by the Borrower during such Interim Period and (ii) each determination of the Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this definition shall be made with respect to the Test Period ending at the end of the fiscal period covered by the relevant financial statements.

“Statutory Reserve Rate” shall mean for any day as applied to any LIBOR Loan, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages that are in effect on that day (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, as prescribed by the Board and to which the Administrative Agent is subject, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  LIBOR Loans shall be deemed to constitute eurocurrency funding and to be

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subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” shall mean Indebtedness of Borrower or any Guarantor that is by its terms subordinated in right of payment to the obligations of Borrower and such Guarantor, as applicable, under this Agreement.

“Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a 50% equity interest at the time.  Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

“Subsidiary Guarantor” shall mean a US Subsidiary Guarantor and a Canadian Subsidiary Guarantor, as applicable.

“Successor Borrower” shall have the meaning provided in Section 10.3(a).

“Successor Canadian Borrower” shall have the meaning provided in Section 10.3(b).

“Swingline Commitment” shall mean $30,000,000.

“Swingline Lender” shall mean Credit Suisse First Boston in its capacity as lender of Swingline Loans hereunder.

“Swingline Loans” shall have the meaning provided in Section 2.1(c).

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit Maturity Date.

“Tax Act” shall mean the Income Tax Act (Canada), as amended, and any successor thereto, and any regulations promulgated thereunder.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

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“Tender Offers” shall mean (a) the offer by Jostens to purchase any and all outstanding Existing Jostens Notes, (b) the offer by Von Hoffmann to purchase any and all outstanding Existing Von Hoffmann Notes and (c) the offer by Arcade purchase any and all outstanding Existing Arcade Notes.

“Term Loans” shall mean the Tranche A Term Loans and the Tranche B Term Loans, collectively.

“Term Loan Commitment” shall mean, with respect to each Lender, such Lender’s Tranche A Term Loan Commitment and Tranche B Term Loan Commitment.

“Term Loan Lenders” shall mean the Tranche A Term Loan Lenders and the Tranche B Term Loan Lenders, as applicable.

“Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended.

“Total Commitment” shall mean the sum of the Total Term Loan Commitment, the US Total Revolving Credit Commitment and the Canadian Total Revolving Credit Commitment.

“Total Credit Exposure” shall mean, at any date, the sum of (a) the US Total Revolving Credit Commitment at such date, (b) the Canadian Total Revolving Credit Commitment at such date, (c) the Total Term Loan Commitment at such date and (d) the outstanding principal amount of all Term Loans at such date.

“Total Term Loan Commitment” shall mean the sum of the Tranche A Term Loan Commitments, the Tranche B Term Loan Commitments and New Tranche B Term Loan Commitments, if applicable, of all the Lenders.

“Tranche A Repayment Amount” shall have the meaning provided in Section 2.5(b).

“Tranche A Repayment Date” shall have the meaning provided in Section 2.5(b).

“Tranche A Term Loan” shall have the meaning provided in Section 2.1(a)(i).

“Tranche A Term Loan Commitment” shall mean (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Tranche A Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Tranche A Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the aggregate Tranche A Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Tranche A Term Loan Commitments as of the Closing Date is $150,000,000.

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“Tranche A Term Loan Lender” shall mean a Lender with a Tranche A Term Loan Commitment or an outstanding Tranche A Term Loan.

“Tranche A Term Loan Maturity Date” shall mean the date which is six years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Tranche B Repayment Amount” shall have the meaning provided in Section 2.5(c).

“Tranche B Repayment Date” shall have the meaning provided in Section 2.5(c).

“Tranche B Term Loan” shall have the meaning provided in Section 2.1(a)(ii).

“Tranche B Term Loan Commitment” shall mean, (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Tranche B Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Tranche B Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the aggregate Tranche B Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Tranche B Term Loan Commitments as of the Closing Date is $870,000,000.

“Tranche B Term Loan Lender” shall mean a Lender with a Tranche B Term Loan Commitment or an outstanding Tranche B Term Loan.

“Tranche B Term Loan Maturity Date” shall mean the date which is seven years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Transactions” shall mean, collectively, the transactions contemplated by this Agreement and the Senior Subordinated Notes Indenture, including the Acquisition, the Equity Contribution, the Tender Offers and Consent Solicitations, and the Other Refinancing Transactions.

“Transaction Expenses” shall mean any fees or expenses incurred or paid by the Borrower or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby.

“Transferee” shall have the meaning provided in Section 13.6(e).

“Type” shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan, (b) as to any US Revolving Credit Loan, its nature as an ABR Loan or a LIBOR Revolving Credit Loan and (c) as to any Canadian Revolving Credit Loan, its nature as a BA Loan, a Canadian Prime Loan or a Cdn ABR Loan.

“Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan

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year, determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, based upon the actuarial assumptions that would be used by the Plan’s actuary in a termination of the Plan, exceeds the fair market value of the assets allocable thereto and in relation to a Canadian Pension Plan shall mean the amount, if any, by which (A) the present value of the accrued benefits under the Canadian Pension Plan as of the close of business of its most recent plan year, determined in accordance with (I) the Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, or (II) if in the normal course of business, no such determination is made in relation to the Canadian Pension Plans, the Canadian equivalent of Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, in either case such determination being based upon the actuarial assumptions that would be used by the actuary for the Canadian Pension Plan in the termination of that Canadian Pension Plan, exceeds (B) the fair market value of the assets allocable thereto.

“Unpaid Drawing” shall have the meaning provided in Section 3.4(a).

“Unpaid Refinancing Amount” shall mean the aggregate principal amount of all Existing Opco Notes (other than any Specified Existing Opco Notes) not tendered pursuant to the Tender Offers.

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Borrower that is formed or acquired after the Closing Date, provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary subsequently re-designated as an Unrestricted Subsidiary by the Borrower in a written notice to the Administrative Agent, provided that in the case of (a) and (b), (x) such designation or re-designation shall be deemed to be an Investment on the date of such designation or re-designation in an Unrestricted Subsidiary in an amount equal to the sum of (i) the Borrower’s direct or indirect equity ownership percentage of the net worth of such designated or re-designated Restricted Subsidiary immediately prior to such designation or re-designation (such net worth to be calculated without regard to any guarantee provided by such designated or re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such designated or re-designated Restricted Subsidiary to the Borrower or any other Restricted Subsidiary immediately prior to such designation or re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event of Default would result from such designation or re-designation and (c) each Subsidiary of an Unrestricted Subsidiary; provided, however, that (A) at the time of any written designation or re-designation by the Borrower to the Administrative Agent that any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary to the extent no Default or Event of Default would result from such designation or re-designation (it being understood and agreed that the designation or re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence by such Restricted Subsidiary on the date of such designation or re-designation of any Indebtedness or Liens of such designated or re-designated Unrestricted Subsidiary existing immediately prior to such designation or re-designation) and (B) the Canadian Borrower may not be re-designated as an Unrestricted Subsidiary.  On or promptly after the date of its formation,

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acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

“US Guarantee” shall mean the US Guarantee, made by Holdings and each US Subsidiary Guarantor in favor of the Administrative Agent and the Canadian Administrative Agent for the ratable benefit of the Lenders, substantially in the form of Exhibit B-1, as the same may be amended, supplemented or otherwise modified from time to time.

“US L/C Fronting Fee” shall have the meaning provided in Section 4.1(c).

“US L/C Participant” shall have the meaning provided in Section 3.3(a).

“US L/C Participation” shall have the meaning provided in Section 3.3(a).

“US Letter of Credit” shall have the meaning provided in Section 3.1(a).

“US Letter of Credit Commitment” shall mean $80,000,000, as the same may be reduced from time to time pursuant to Section 3.1(c).

“US Letter of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (a) the amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the US Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such Lender’s Revolving Credit Commitment Percentage of the US Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the US Letter of Credit Issuer pursuant to Section 3.4(a)).

“US Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).

“US Letter of Credit Issuer” shall mean Credit Suisse First Boston or any successor pursuant to Section 3.6.  The US Letter of Credit Issuer may, in its discretion, arrange for one or more US Letters of Credit to be issued by Affiliates of the US Letter of Credit Issuer, and in each such case the term “US Letter of Credit Issuer” shall include any such Affiliate with respect to US Letters of Credit issued by such Affiliate.  In the event that there is more than one US Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the US Letter of Credit Issuer shall be deemed to refer to the US Letter of Credit Issuer in respect of the applicable US Letter of Credit or to all US Letter of Credit Issuers, as the context requires.

“US Letters of Credit Outstanding” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding US Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all US Letters of Credit.

“US Letter of Credit Request” shall have the meaning provided in Section 3.2.

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“US Revolving Credit Commitment” shall mean, (a) with respect to each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “US Revolving Credit Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “US Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the US Total Revolving Credit Commitment, in each case of the same may be changed from time to time pursuant to terms hereof.  The US Total Revolving Credit Commitment as of the Closing Date is $230,000,000.

“US Revolving Credit Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s US Revolving Credit Commitment by (b) the US Total Revolving Credit Commitment, provided that at any time when the US Total Revolving Credit Commitment shall have been terminated, each Lender’s US Revolving Credit Commitment Percentage shall be its US Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

“US Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the US Revolving Credit Loans of such Lender then outstanding, and (b) such Lender’s US Letter of Credit Exposure at such time.

“US Revolving Credit Loan” shall have the meaning provided in Section 2.1(b)(i).

“US Subsidiary Guarantors” shall mean (a) each Domestic Subsidiary (other than an Unrestricted Subsidiary) on the Closing Date and (b) each Domestic Subsidiary that becomes a party to the US Guarantee after the Closing Date pursuant to Section 9.11 or otherwise.

“US Total Revolving Credit Commitment” shall mean the sum of the US Revolving Credit Commitments of all the Lenders.

“Von Hoffman” shall mean Von Hoffmann Corporation, a Delaware corporation and a wholly owned subsidiary of Von Hoffmann Holdings.

“Von Hoffmann Holdings” shall mean Von Hoffmann Holdings Inc., a Delaware corporation.

“Von Hoffmann Merger” shall mean the merger pursuant to and in accordance with the Von Hoffmann Merger Agreement of the Von Hoffmann Merger Sub with and into Von Hoffmann Holdings, with Von Hoffmann Holdings continuing as the surviving corporation and the outstanding shares of common stock of Von Hoffmann Holdings being converted into the right to receive the Von Hoffmann Merger Consideration.

“Von Hoffmann Merger Agreement” shall mean the Agreement and Plan of Merger dated as of July 21, 2004, among Fusion, Von Hoffmann Merger Sub and Von Hoffmann Holdings.

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“Von Hoffmann Merger Consideration” shall mean $650,000,000 in cash.

“Von Hoffmann Merger Sub” shall mean VHH Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Fusion.

“Von Hoffmann Perfection Certification” shall mean the collective reference to certificates of Von Hoffmann Holdings and each Credit Party that is a subsidiary of Von Hoffmann Holdings, in each case in the form of Exhibit F or any other form approved by the Administrative Agent.

“Voting Stock” shall mean, with respect to any Person, shares of such Person’s capital stock having the right to vote for the election of directors of such Person under ordinary circumstances.

(b)           The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to Sections of this Agreement unless otherwise specified.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

SECTION 2.  Amount and Terms of Credit

2.1.          Commitments.  (a)  Subject to and upon the terms and conditions herein set forth,

(i)      each Lender having a Tranche A Term Loan Commitment severally agrees to make a loan or loans (each a “Tranche A Term Loan”) on the Closing Date to the Borrower in Dollars, which Tranche A Term Loans shall not exceed for any such Lender the Tranche A Term Loan Commitment of such Lender and in the aggregate shall not exceed $150,000,000; and

(ii)     each Lender having a Tranche B Term Loan Commitment severally agrees to make a loan or loans (each a “Tranche B Term Loan”) to the Borrower in Dollars (x) on the Closing Date and (y) on the Delayed Draw Date, which Tranche B Term Loans in the aggregate for any such Lender shall not exceed the Tranche B Term Loan Commitment of such Lender and in the aggregate for all such Lenders shall not exceed $870,000,000.

Such Term Loans (i) shall be made on the Closing Date or the Delayed Draw Date, as applicable, (ii) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans, provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iv) shall not exceed for any such Lender the Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender and (v) shall not exceed in the aggregate the

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total of all Tranche A Term Loan Commitments or Tranche B Term Loan Commitments, as applicable.  On the Tranche A Term Loan Maturity Date, all Tranche A Term Loans shall be repaid in full.  On the Tranche B Term Loan Maturity Date, all Tranche B Term Loans shall be repaid in full.

(b)           (i)  Subject to and upon the terms and conditions herein set forth, each Lender having a US Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “US Revolving Credit Loan” and, collectively, the “US Revolving Credit Loans” and, together with the Canadian Revolving Credit Loans, the “Revolving Credit Loans”) to the Borrower, which US Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that the aggregate principal amount of Revolving Credit Loans and Swingline Loans made on the Closing Date shall not exceed $115,000,000), (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans, provided that all US Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of US Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s US Revolving Credit Exposure at such time exceeding such Lender’s US Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ US Revolving Credit Exposures at such time exceeding the US Total Revolving Credit Commitment then in effect.

(ii)     Subject to and upon the terms and conditions herein set forth, each Canadian Lender having a Canadian Revolving Credit Commitment severally agrees to make a loan or loans denominated in Canadian Dollars or Dollars to the Canadian Borrower or a loan or loans denominated in Dollars to the Borrower (each a “Canadian Revolving Credit Loan” and, collectively, the “Canadian Revolving Credit Loans”), which Canadian Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) shall be incurred and maintained (x) as Canadian Prime Loans or BA Loans if denominated in Canadian Dollars or (y) as Cdn ABR Loans or LIBOR Revolving Credit Loans if denominated in Dollars and made to the Canadian Borrower, or (z) as ABR Loans or LIBOR Revolving Credit Loans if denominated in Dollars and made to the Borrower; provided that all Canadian Revolving Credit Loans made by each of the Canadian Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Canadian Revolving Credit Loans of the same Type made to the same borrower, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Canadian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Canadian Lender’s Canadian Revolving Credit Exposure at such time exceeding such Canadian Lender’s Canadian Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Canadian Lenders’ Canadian Revolving Credit Exposures at such time exceeding the Canadian Total Revolving Credit Commitment then in

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effect, and (F) if made to the Canadian Borrower shall be made by a Canadian Lender that is a Canadian Resident or a permitted assignee of such Canadian Lender pursuant to Section 13.6(b)(ii).  Each Canadian Lender, if it is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), shall designate by notice in writing to the Administrative Agent and the Canadian Administrative Agent on the Closing Date, and otherwise from time to time, a Related Affiliate of such Lender that is either a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) or is a Non-US Lender that has fulfilled the requirements in Section 5.4(b), for the purposes of making Canadian Revolving Credit Loans available to the Borrower.

(iii)    Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower or the Canadian Borrower, as the case may be, to repay such Loan, (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower or the Canadian Borrower, as the case may be, resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply) and (C) if a LIBOR Loan is made to the Canadian Borrower, it shall be made by a Canadian Lender that is a Canadian Resident or a permitted assignee of such Canadian Lender pursuant to Section 13.6(b)(ii).  On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full.

(c)           Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower denominated in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ US Revolving Credit Exposures at such time exceeding the US Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof.  On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full.  The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Canadian Borrower or any Lender stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.

(d)           On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of US Revolving Credit Loans, in which case US Revolving Credit Loans

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constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender’s US Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans.  Each Lender hereby irrevocably agrees to make such US Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the US Total Revolving Credit Commitment after any such Swingline Loans were made.  In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective US Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.

2.2.          Minimum Amount of Each Borrowing; Maximum Number of Borrowings.  The aggregate principal amount of each Borrowing of Term Loans or Canadian Revolving Credit Loans shall be in a multiple of $1,000,000 or C$100,000 (in the case of a Borrowing denominated in C$), the aggregate principal amount of U.S. Revolving Credit Loans shall be in a multiple of $500,000 and Swingline Loans shall be in a multiple of $10,000 and, in each case, shall not be less than the Minimum Borrowing Amount with respect thereto (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d)).  More than one Borrowing may be incurred on any date, provided that at no time shall there be outstanding more than 16 Borrowings of LIBOR Loans and BA loans under this Agreement.

2.3.          Notice of Borrowing.  (a)  The Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 12:00 Noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans if all or any of such Term Loans are to be initially LIBOR Loans, and (ii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) on the date of the Borrowing of Term Loans if all such Term Loans are to be ABR Loans.  Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) or 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (ii) the date of the Borrowing (which shall be the Closing Date or, if applicable, the

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Delayed Draw Date) and (iii) whether the Term Loans shall consist of ABR Loans and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto.  The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

(b)           Whenever the Borrower desires to incur US Revolving Credit Loans or Canadian Revolving Credit Loans denominated in Dollars hereunder (other than Mandatory Borrowings or Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 Noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Revolving Credit Loans, and (ii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of Borrowing of Revolving Credit Loans if all such Revolving Credit Loans are to be ABR Loans.  Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether the Revolving Credit Loans are Canadian Revolving Credit Loans or US Revolving Credit Loans, as applicable, (ii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of ABR Loans or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the Interest Period to be initially applicable thereto.  The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

(c)           Whenever the Canadian Borrower desires to incur Canadian Revolving Credit Loans in Dollars or Canadian Dollars hereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Canadian Administrative Agent at the Canadian Administrative Agent’s Office, (i) prior to 12:00 Noon (Toronto time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Canadian Borrowing of BA Loans or LIBOR Loans, and (ii) prior to 12:00 Noon (Toronto time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Canadian Borrowing of Cdn ABR Loans or Canadian Prime Loans.  Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of BA Loans, LIBOR Loans, Canadian Prime Loans or Cdn ABR Loans and, if BA Loans or LIBOR Loans, the Interest Period to be initially applicable thereto.  The Canadian Administrative Agent shall promptly give each Canadian Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

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(d)           Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York City time) on the date of such Borrowing.  Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day).  The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing.

(e)           Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

(f)            Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).

(g)           Without in any way limiting the obligation of the Borrower or the Canadian Borrower, as the case may be, to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent and the Canadian Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent and the Canadian Administrative Agent in good faith to be from an Authorized Officer of the Borrower or the Canadian Borrower, as the case may be.  In each such case, the Borrower and the Canadian Borrower each hereby waives the right to dispute the Administrative Agent’s and the Canadian Administrative Agent’s record of the terms of any such telephonic notice.

2.4.          Disbursement of Funds.  (a)  No later than 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below, provided that all Swingline Loans shall be made available in the full amount thereof by the Swingline Lender promptly following receipt of the request therefor.

(b)           Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in immediately available Dollars to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to the Borrower’s account (as designated by it in a written notice to the Administrative Agent from time to time) the aggregate of the amounts so made available in Dollars.  Each Canadian Lender shall make available all amounts it is to fund to the Canadian Borrower under any Canadian Borrowing in immediately available Dollars or Canadian Dollars, as applicable, to the Canadian Administrative Agent at the Canadian Administrative Agent’s Office and the Canadian Administrative Agent will (except in the case of Borrowings to repay Unpaid Drawings) make available to the Canadian Borrower, by depositing to the Canadian

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Borrower’s account (as designated by it in a written notice to the Canadian Administrative Agent from time to time) the aggregate of the amounts so made available in Canadian Dollars or Dollars, as applicable.  Unless the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) may assume that such Lender has made such amount available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) on such date of Borrowing, and the Administrative Agent and the Canadian Administrative Agent (in the case of Canadian Borrowings), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower or the Canadian Borrower, as the case may be, a corresponding amount.  If such corresponding amount is not in fact made available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) by such Lender and the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) has made available same to the Borrower or the Canadian Borrower, as the case may be, the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall be entitled to recover such corresponding amount from such Lender.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s or the Canadian Administrative Agent’s (in the case of Canadian Borrowings) demand therefor the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall promptly notify the Borrower or the Canadian Borrower, as the case may be, and the Borrower or the Canadian Borrower, as the case may be, shall immediately pay such corresponding amount to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings).  The Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall also be entitled to recover from such Lender or the Borrower or the Canadian Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) to the Borrower or the Canadian Borrower, as the case may be, to the date such corresponding amount is recovered by the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings), at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate (or, in the case of an amount owing in respect of a Canadian Borrowing, the rate reasonably determined by the Canadian Administrative Agent to be the cost to it of funding such amount) or (ii) if paid by the Borrower or the Canadian Borrower, as the case may be, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans comprising the applicable Borrowing.

(c)           Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower or the Canadian Borrower, as the case may be, may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

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2.5.          Repayment of Loans; Evidence of Debt.  (a)  The Borrower shall repay to the Administrative Agent, for the benefit of the Lenders, (i) on the Tranche A Term Loan Maturity Date, the then-unpaid Tranche A Term Loans, in Dollars and (ii) on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B Term Loans, in Dollars.  The Borrower shall repay to the Administrative Agent in Dollars, for the benefit of the applicable Lenders, on the Revolving Credit Maturity Date, the then-unpaid US Revolving Credit Loans and Canadian Revolving Credit Loans made to the Borrower.  The Canadian Borrower shall repay to the Canadian Administrative Agent in Dollars or Canadian Dollars, as the case may be, for the benefit of the applicable Lenders, on the Revolving Credit Maturity Date, the then-unpaid Canadian Revolving Credit Loans made to the Canadian Borrower.  The Borrower shall repay to the Administrative Agent, in Dollars, for the account of the Swingline Lender, on the Swingline Maturity Date, the then-unpaid Swingline Loans.

(b)           The Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche A Term Loan Lenders, on each date set forth below (each a “Tranche A Repayment Date”), the principal amount of the Tranche A Term Loans equal to (x) the outstanding principal amount of Tranche A Term Loans immediately after closing on the Closing Date multiplied by (y) the percentage set forth below opposite such Tranche A Repayment Date (each a “Tranche A Repayment Amount”):

Date	Tranche A Repayment Amount
July 1, 2005	3.75	%
December 30, 2005	3.75	%
June 30, 2006	3.75	%
December 29, 2006	3.75	%
June 29, 2007	5.00	%
December 28, 2007	5.00	%
June 27, 2008	5.00	%
January 2, 2009	5.00	%
July 2, 2009	5.00	%
December 31, 2009	5.00	%
July 2, 2010	25.00	%
Tranche A Term Loan Maturity Date	30.00	%

(c)           The Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Tranche B Term Loan Lenders, on each date set forth below (each a “Tranche B Repayment Date”), the principal amount of the Tranche B Term Loans equal to (x) the outstanding principal amount of Tranche B Term Loans immediately after any Borrowings of Tranche B Term Loans on the Delayed Draw Date multiplied by (y) the percentage set forth below opposite such Tranche B Repayment Date (each a “Tranche B Repayment Amount”):

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Date	Tranche B Repayment Amount
July 1, 2005	0.50	%
December 30, 2005	0.50	%
June 30, 2006	0.50	%
December 29, 2006	0.50	%
June 29, 2007	0.50	%
December 28, 2007	0.50	%
June 27, 2008	0.50	%
January 2, 2009	0.50	%
July 2, 2009	0.50	%
December 31, 2009	0.50	%
July 2, 2010	0.50	%
December 30, 2010	0.50	%
July 1, 2011	0.50	%
Tranche B Term Loan Maturity Date	93.50	%

(d)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower and the Canadian Borrower, as the case may be, to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(e)           The Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount and currency of each Loan made hereunder, the Class and Type of each Loan made and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower and the Canadian Borrower, as the case may be, to each Lender or the Swingline Lender hereunder and (iii) the amount of any sum received by the Administrative Agent and the Canadian Administrative Agent hereunder from the Borrower and the Canadian Borrower, as the case may be, and each Lender’s share thereof.

(f)            The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (d) and (e) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower and the Canadian Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower or the Canadian Borrower to repay (with applicable interest) the Loans made to the Borrower or the Canadian Borrower by such Lender in accordance with the terms of this Agreement.

2.6.          Conversions and Continuations.  (a)  Each of the Borrower and the Canadian Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans or

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Revolving Credit Loans made to such Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type in the same currency and the Borrower or the Canadian Borrower, as the case may be, shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of BA Loans or LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of BA Loans or LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) Cdn ABR Loans and ABR Loans may not be converted into LIBOR Term Loans or LIBOR Revolving Credit Loans and Canadian Prime Loans may not be converted into BA Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) BA Loans and LIBOR Loans may not be continued as BA Loans or LIBOR Loans, respectively, for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) no conversion or continuation of BA Loans may be made on a day other than the last day of the Interest Period applicable thereto and (v) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2.  Each such conversion or continuation shall be effected by the Borrower or the Canadian Borrower, as the case may be, by giving the Administrative Agent or the Canadian Administrative Agent at the applicable Administrative Agent’s Office prior to 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day’s notice in the case of a conversion into Cdn ABR Loans, ABR Loans or Canadian Prime Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion or Continuation”) specifying the Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Term Loans or Revolving Credit Loans to be converted or continued into and, if such Term Loans or Revolving Credit Loans are to be converted into or continued as BA Loans or LIBOR Loans, the Interest Period to be initially applicable thereto.  The Administrative Agent (or the Canadian Administrative Agent, in the case of Canadian Borrowings) shall give each Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans or Revolving Credit Loans.

(b)           If any Default or Event of Default is in existence at the time of any proposed continuation of any BA Loans or LIBOR Loans, as the case may be, and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such BA Loans or LIBOR Loans shall be automatically converted on the last day of the then-current Interest Period (i) in respect of LIBOR Loans, into ABR Loans or Cdn ABR Loans (in the case of a Canadian Borrowing) and (ii) in respect of BA Loans, into Canadian Prime Loans.  If upon the expiration of any Interest Period in respect of BA Loans or LIBOR Loans, the Borrower or the Canadian Borrower, as the case may be, has failed to elect a new Interest Period to be applicable thereto as provided in paragraph (a) above, the Borrower or the Canadian Borrower, as the case may be, shall be deemed to have elected to continue such Borrowing of BA Loans or LIBOR Loans, as the case may be, into a Borrowing of

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Canadian Prime Loans or ABR Loans or Cdn ABR Loans (in the case of a Canadian Borrowing), as the case may be, effective as of the expiration date of such then-current Interest Period.

2.7.          Pro Rata Borrowings.  Each Borrowing of Term Loans of any Class under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Term Loan Commitments of such Class.  Each Borrowing of US Revolving Credit Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable US Revolving Credit Commitments.  Each Borrowing of Canadian Revolving Credit Loans under this Agreement shall be granted by the Canadian Lenders (or their Related Affiliates if applicable) pro rata on the basis of their then-applicable Canadian Revolving Credit Commitments.  Each Borrowing of New Tranche B Term Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable New Tranche B Term Loan Commitments.  It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder.

2.8.          Interest.  (a)  (i) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof to but excluding the date of repayment thereof at a rate per annum that shall at all times be the Applicable ABR Margin plus the ABR in effect from time to time, (ii) the unpaid principal amount of each Cdn ABR Loan shall bear interest from the date of the Borrowing thereof to but excluding the date of repayment thereof at a rate per annum that shall at all times be the Applicable ABR Margin plus the Cdn ABR in effect from time to time, and (iii) the unpaid principal amount of each Canadian Prime Loan shall bear interest from the date of the Borrowing thereof to but excluding the date of repayment thereof at a rate per annum that shall at all times be the Applicable ABR Margin plus the Canadian Prime Rate in effect from time to time.

(b)           (i) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof to but excluding the date of repayment thereof at a rate per annum that shall at all times be the Applicable LIBOR Margin in effect from time to time plus the relevant LIBOR Rate and (ii) the Canadian Borrower shall pay to each Lender that accepts or advances a BA Loan, as a condition of and at the time of such acceptance or advance, a fee at the rate of the then Applicable Stamping Fee calculated on the basis of a year of 365 days on the face amount at maturity (or the principal amount in the case of a BA Equivalent Loan) of such Bankers’ Acceptance for the period from and including the date of acceptance (or advance in the case of a BA Equivalent Loan) of such Bankers’ Acceptance for the period from and including the date of acceptance to but excluding the maturity date of such Bankers’ Acceptance.

(c)           Any amount (whether of principal, interest or Fees) not paid when due hereunder or under any other Credit Document (whether at the stated maturity, by acceleration or otherwise) shall bear interest, to the extent permitted by law (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate that would otherwise be applicable thereto plus 2% per annum and (b) in all other cases, at a rate per annum equal to the rate that would be applicable to an ABR Loan that is a Tranche B Term Loan plus 2.00% per annum, in

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each case from and including the date of such non-payment to but excluding the date on which such amount is paid in full.

(d)           Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each Canadian Prime Loan, Cdn ABR Loan and ABR Loan, quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower, (ii) in respect of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period and (iii) in respect of each Loan (except, other than in the case of prepayments, any Canadian Prime Loan, Cdn ABR Loan or ABR Loan), on any prepayment (on the amount prepaid), on conversion into a Canadian Prime Loan, Cdn ABR Loan or ABR Loan, at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(e)           All computations of interest hereunder shall be made in accordance with Section 5.5.

(f)            The Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the relevant Lenders thereof.  Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

2.9.          Interest Periods.  (a) At the time the Borrower or the Canadian Borrower, as applicable, gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans (in the case of the initial Interest Period applicable thereto) or prior to 10:00 a.m. (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of LIBOR Loans, the Borrower or the Canadian Borrower, as applicable, shall have the right to elect by giving the Administrative Agent or the Canadian Administrative Agent (in the case of the Canadian Borrower) written notice (or telephonic notice promptly confirmed in writing) the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower or the Canadian Borrower, as applicable, be a one, two, three, six or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine or twelve month period, provided that the initial Interest Period may be for a period less than one month if agreed upon by the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Agents.  Notwithstanding anything to the contrary contained above:

(i)      the initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans or Cdn ABR Loans, as applicable) and shall end on the numerically corresponding day in the calendar month that is one, two, three, six (or, if applicable as provided above) nine or twelve months thereafter, and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

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(ii)     if any Interest Period relating to a Borrowing of LIBOR Revolving Credit Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(iii)    if any 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, provided that if any Interest Period in respect of a LIBOR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

(iv)    the Borrower shall not be entitled to elect any Interest Period in respect of any LIBOR Loan if such Interest Period would extend beyond the applicable Maturity Date of such Loan.

(b)           At the time the Canadian Borrower gives a Notice of Borrowing or Notice of Continuation in respect of the making of, or continuation into or continuation as, a Borrowing of BA Loans prior to 12:00 noon (Toronto time) on the third Business Day prior to the applicable date of making or continuation of such BA Loans, the Canadian Borrower shall have the right to elect by giving the Canadian Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Canadian Borrower, be 30, 60, 90 or 180 days (in each case subject to availability), or any other number of days from 1 to 180 with the consent of each applicable Canadian Lender.  Notwithstanding anything to the contrary contained above:

(i)      the initial Interest Period for any Borrowing of BA Loans shall commence on the date of such Borrowing (including the date of any continuation from a Borrowing of Canadian Prime Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(ii)     the Canadian Borrower shall not be entitled to elect any Interest Period in respect of any BA Loan if such Interest Period would extend beyond the applicable Maturity Date of such BA Loan;

(iii)    no BA Loan shall mature on a day which is not a Business Day and if any 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; and

(iv)    if the Canadian Borrower fails to provide a Notice of Continuation within the time period required in Section 2.6(a) in respect of BA Loans, such BA Loans shall automatically be converted into Canadian Prime Loans on the last day of the Interest period applicable thereto.

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2.10.        Increased Costs, Illegality, etc.  (a)  In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

(i)      on any date for determining the LIBOR Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or

(ii)     at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (other than any such increase or reduction attributable to Taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank LIBOR market or the position of such Lender in such market; or

(iii)    at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders).  Thereafter (x) in the case of clause (i) above, LIBOR Term Loans and LIBOR Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to LIBOR Term Loans or LIBOR Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of,

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or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

(b)           At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Revolving Credit Loan and LIBOR Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

(c)           In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Canadian Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination.  Thereafter BA Loans shall no longer be available until such time as the Canadian Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Canadian Administrative Agent no longer exist (which notice the Canadian Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Canadian Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Canadian Borrower.  Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Canadian Administrative Agent, be continued as a Canadian Prime Loan.

(d)           If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the

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force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof.  Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice.

(e)           It is understood that to the extent duplicative of Section 5.4, this Section 2.10 shall not apply to Taxes.

(f)            Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the relevant Lenders, such Substitute Rate shall apply.  If a Substitute Rate is not so agreed upon by the Borrower and all the relevant Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter (subject to the Canadian Borrower’s right to convert to non-LIBOR Loans pursuant to Section 2.6) bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable LIBOR Margin.

2.11.        Compensation.  If (a) any payment of principal of any BA Loan or LIBOR Loan is made by the Borrower or the Canadian Borrower (or, with respect to Section 13.7, is purchased by a replacement bank or institution), as the case may be, to or for the account of a Lender other than on the last day of the Interest Period for such BA Loan or LIBOR Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of BA Loans or LIBOR Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn

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Notice of Conversion or Continuation, (d) any Canadian Prime Loan is not converted into a BA Loan as a result of a withdrawn Notice of Conversion or Continuation, (e) any BA Loan or LIBOR Loan is not continued as a BA Loan or LIBOR Loan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (f) any prepayment of principal of any BA Loan or LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, the Borrower or the Canadian Borrower, as the case may be, shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such BA Loan or LIBOR Loan.

2.12.        Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower or the Canadian Borrower, as the case may be, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section.  Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the Canadian Borrower, as the case may be, or the right of any Lender provided in Section 2.10, 3.5 or 5.4.

2.13.        Notice of Certain Costs.  Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower or the Canadian Borrower, as the case may be.

2.14.        Bankers’ Acceptances.  (a)  The Canadian Administrative Agent, promptly following receipt of a Notice of Borrowing or Notice of Continuation, requesting BA Loans, shall advise each applicable Canadian Lender of the face or principal amount and term of each BA Loan to be accepted (and purchased) or advanced by it.  The aggregate face or principal amount of BA Loans to be accepted or advanced by a Canadian Lender shall be determined by the Canadian Administrative Agent by reference to that Canadian Lender’s applicable pro rata portion of the issue or advance of BA Loans, except that the aggregate face amount of Bankers’ Acceptances to be accepted by the applicable Canadian Lenders shall be increased or reduced by the Canadian Administrative Agent in its sole discretion as may be necessary to ensure that the face amount of the Bankers’ Acceptance to be accepted by each applicable Canadian Lender would be C$100,000 or a whole multiple thereof.  For greater certainty, the foregoing

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requirement for a minimum face amount and a whole multiple of C$100,000 shall not apply to BA Equivalent Loans.

(b)           On the date specified in a Notice of Borrowing or Notice of Continuation on which a BA Loan is to be made, the Canadian Administrative Agent shall advise the Canadian Borrower as to the Canadian Administrative Agent’s determination of the BA Discount Rate for the BA Loans to be purchased or advanced, as the case may be.

(c)           The Canadian Borrower shall issue and each Canadian Lender shall accept and subsequently purchase the Bankers’ Acceptance accepted by it at the applicable BA Discount Rate.  Subject to clause (d) below, each Canadian Lender shall provide the Canadian Administrative Agent, for the account of the Canadian Borrower, the BA Discount Proceeds less the Applicable Stamping Fee payable by the Canadian Borrower with respect to the Bankers’ Acceptance.

(d)           In the event the Canadian Borrower requests a continuation of BA Loans for a further Interest Period, or requests conversion from Canadian Prime Loans into BA Loans in accordance with Section 2.6, the Canadian Administrative Agent shall make arrangements satisfactory to it to ensure the BA Discount Proceeds from the replacement BA Loans are applied to repay the face amount of the maturing BA Loans or the principal amount of such loans to be converted (the “Maturing Amount”) and the Canadian Borrower shall concurrently pay to the Canadian Administrative Agent any positive difference between the Maturing Amount and such BA Discount Proceeds.

(e)           Each Canadian Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

(f)            In order to facilitate the issuance of Bankers’ Acceptances pursuant to this Agreement, the Canadian Borrower hereby authorizes each of the Canadian Lenders, and appoints each of the Canadian Lenders as the Canadian Borrower’s attorney, to complete, sign and endorse drafts or depository bills (as defined in the Depository Bills and Notes Act (Canada) (each such executed draft or bill being herein referred to as a “Draft”) on its behalf in handwritten form or by facsimile or mechanical signature or otherwise in accordance with the applicable Notice of Borrowing or Notice of Continuation and, once so completed, signed and endorsed to accept them as Bankers’ Acceptances under this Agreement and then if applicable, purchase, discount or negotiate such Bankers’ Acceptances in accordance with the provisions of this Agreement.  Drafts so completed, signed, endorsed and negotiated on behalf of the Canadian Borrower by a Canadian Lender shall bind the Canadian Borrower as fully and effectively as if so performed by an Authorized Officer of the Canadian Borrower.  Each draft of a Bankers’ Acceptance completed, signed or endorsed by a Canadian Lender shall mature on the last day of the term thereof.  All Bankers’ Acceptances to be accepted by a particular Canadian Lender shall, at the option of such Canadian Lender, be issued in the form of depository bills made payable originally to and deposited with The Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada).

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(g)           Any Drafts to be used for Bankers’ Acceptances which are held by a Canadian Lender shall be held in safekeeping with the same degree of care as if they were such Canadian Lender’s own property being kept at the place at which they are to be held.  The Canadian Borrower may, by written notice to the Canadian Administrative Agent, designate persons other than Authorized Officers authorized to give the Canadian Administrative Agent instructions regarding the manner in which Drafts are to be completed and the times at which they are to be issued; provided, however, that receipt by the Canadian Administrative Agent of a Notice of Borrowing or Notice of Continuation requesting an advance or continuation into, Bankers’ Acceptances shall be deemed to be sufficient authority from Authorized Officers or such designated persons for each of the Canadian Lenders to complete, and issue drafts in accordance with such notice.  None of the Canadian Administrative Agent or the Canadian Lenders nor any of their respective directors, officers, employees or representatives shall be liable for any action taken or omitted to be taken by any of them under this Section 2.14(g) except for their own respective gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.

(h)           The Canadian Borrower waives presentment for payment and any other defense to the payment of any amounts due to a Canadian Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by the Canadian Lender in its own right and the Canadian Borrower agrees not to claim any days of grace if the Canadian Lender as holder sues the Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by the Canadian Borrower thereunder.  Each Bankers’ Acceptance shall mature and the face amount thereof shall be due and payable on the last day of the Interest Period applicable thereto.

(i)            Whenever the Canadian Borrower requests a Loan under this Agreement by way of Bankers’ Acceptances, each Non-Acceptance Lender shall, in lieu of accepting a Bankers’ Acceptance, make a BA Equivalent Loan by way of Discount Note in an amount equal to the Non-Acceptance Lender’s pro rata portion of the BA Loan.  All terms of this Agreement applicable to Bankers’ Acceptances and Drafts shall apply equally to Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary.  For greater certainty:

(i)      the term of a Discount Note shall be the same as the Interest Period for Bankers’ Acceptances accepted on the same date of the Borrowing in respect of the same BA Loan;

(ii)     an acceptance fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the Applicable Stamping Fee in respect of a Bankers’ Acceptance; and

(iii)    the proceeds from a BA Equivalent Loan shall be equal to the BA Discount Proceeds of the Discount Note.

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2.15.        Incremental Term Loans.  The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”), in an aggregate amount for all such New Tranche B Term Loan Commitments not in excess of $300,000,000.  Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Tranche B Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that the Borrower shall first offer the Lenders to provide all of the New Tranche B Term Loan Commitments prior to offering  any other Person that is an eligible assignee pursuant to Section 13.6(b); provided further that any Lender offered or approached to provide all or a portion of the New Tranche B Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Tranche B Term Loan Commitment.  Such New Tranche B Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Tranche B Term Loan Commitments and to the making of any Series of New Tranche B Term Loans pursuant thereto, as applicable; (2) both before and after giving effect to the making of any Series of New Tranche B Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Holdings, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Tranche B Term Loan Commitments and any Investment to be consummated in connection therewith; (4) the New Tranche B Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Tranche B Loan Lenders, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Tranche B Term Loan Commitments, as applicable; and (6) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Tranche B Term Loans made on an Increased Amount Date that have terms and provisions that differ from Tranche B Term Loans outstanding on the date on which such New Tranche B Term Loans are made shall be designated as a separate series (a “Series”) of Tranche B Term Loans for all purposes of this Agreement.

On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Tranche B Term Loan Commitment (each, a “New Tranche B Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Tranche B Term Loans of such Series made pursuant thereto.

The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans; provided, however, that (i) the

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applicable New Tranche B Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Tranche B Term Loans , (ii) the average life to maturity of any New Tranche B Term Loans shall be no shorter than the average life to maturity of the Term Loans and (iii) the rate of interest applicable to the New Term Tranche B Term Loans of each Series and, subject to the foregoing clause (ii) the schedule of required repayments of principal thereof, shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement.  Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.15.

SECTION 3.  Letters of Credit

3.1.          Letters of Credit.  (a)  Subject to and upon the terms and conditions herein set forth, at any time and from time to time after the Closing Date and prior to the L/C Maturity Date, (i) the Borrower may request that the US Letter of Credit Issuer issue for the account of the Borrower (or any Subsidiary of the Borrower so long as the Borrower is a joint and several co-applicant with respect thereto) a standby letter of credit or letters of credit denominated in Dollars (the “US Letters of Credit”), and (ii) the Canadian Borrower may request that the Canadian Letter of Credit Issuer issue for the account of the Canadian Borrower (or any Subsidiary of the Canadian Borrower so long as the Canadian Borrower is a joint and several co-applicant with respect thereto) a standby letter of credit or letters of credit denominated in Canadian Dollars (the “Canadian Letters of Credit” and, together with the US Letters of Credit, the “Letters of Credit” and each a “Letter of Credit”) in such form as may be approved by the US Letter of Credit Issuer or the Canadian Letter of Credit Issuer, as the case may be, in its reasonable discretion.

(b)           Notwithstanding the foregoing, (i) no US Letter of Credit shall be issued the Stated Amount of which, when added to the US Letters of Credit Outstanding at such time, would exceed the US Letter of Credit Commitment then in effect; (ii) no US Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ US Revolving Credit Exposures at such time to exceed the US Total Revolving Credit Commitment then in effect; (iii) no Canadian Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, when added to the Dollar Equivalent of the Canadian Letters of Credit Outstanding at such time, would exceed the Canadian Letter of Credit Commitment then in effect, (iv) no Canadian Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which would cause the aggregate amount of the Canadian Revolving Credit Exposure at such time to exceed the Canadian Total Revolving Credit Commitment, (v) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent or the Canadian Administrative Agent, as applicable, and the applicable Letter of Credit Issuer, provided that in no event shall such expiration date occur later than the L/C Maturity Date; (vi) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; and (vii) no Letter of Credit shall be issued by a Letter of Credit Issuer after it has received a written notice

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from the Borrower or the Canadian Borrower or any Lender stating that a Default or Event of Default has occurred and is continuing until such time as such Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.

(c)           Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the US Letter of Credit Issuer or to the Canadian Administrative Agent and the Canadian Letter of Credit Issuer, as applicable (which notice the applicable Administrative Agent shall promptly transmit to each of the applicable Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the US Letter of Credit Commitment or the Canadian Letter of Credit Commitment, in each case in whole or in part, provided that, after giving effect to such termination or reduction, the US Letters of Credit Outstanding shall not exceed the US Letter of Credit Commitment and the Dollar Equivalent of the Canadian Letters of Credit Outstanding shall not exceed the Canadian Letter of Credit Commitment, as applicable.

(d)           The parties hereto agree that the Existing Letters of Credit shall be deemed to be US Letters of Credit for all purposes under this Agreement, without any further action by the Borrower.(1)

3.2.          Letter of Credit Requests.  (a)  Whenever the Borrower desires that a US Letter of Credit be issued for its account or for the account of any of its Subsidiaries, it shall give the Administrative Agent and the US Letter of Credit Issuer at least five (or such lesser number as may be agreed upon by the Administrative Agent and the Letter of Credit Issuer) Business Days’ written notice thereof.  Each such notice shall be executed by the Borrower and shall be in the form of Exhibit G-1 (each a “US Letter of Credit Request”).

(b)           Whenever the Canadian Borrower desires that a Canadian Letter of Credit be issued for its account or for the account of any of its Subsidiaries, it shall give the Canadian Administrative Agent and the Canadian Letter of Credit Issuer at least five (or such lesser number as may be agreed upon by the Canadian Administrative Agent and the Canadian Letter of Credit Issuer) Business Days’ written notice thereof.  Each such notice shall be executed by the Canadian Borrower and shall be in the form of Exhibit G-2 (each a “Canadian Letter of Credit Request”).

(c)           The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower or the Canadian Borrower, as the case may be, that

(1)   Jostens to advise if any of the Existing Letters of Credit are denominated in Canadian Dollars.

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the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b).

3.3.          Letter of Credit Participations.  (a)  Immediately upon the issuance by the US Letter of Credit Issuer of any US Letter of Credit, the US Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender that has a US Revolving Credit Commitment (each such other Lender, in its capacity under this Section 3.3, a “US L/C Participant”), and each such US L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the US Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each a “US L/C Participation”), to the extent of such US L/C Participant’s US Revolving Credit Commitment Percentage in such US Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto.

(b)           Immediately upon the issuance by the Canadian Letter of Credit Issuer of any Canadian Letter of Credit, the Canadian Letter of Credit Issuer shall be deemed to have sold and transferred to each other Canadian Lender (each such other Lender, in its capacity under this Section 3.3, a “Cdn L/C Participant”), and each such Cdn L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Canadian Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each a “Cdn L/C Participation”), to the extent of such Cdn L/C Participant’s Canadian Revolving Credit Commitment Percentage in such Canadian Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Canadian Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto.

(c)           US Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the US L/C Participants as provided in Section 4.1(b), and Canadian Letter of Credit Fees will be paid directly to the Canadian Administrative Agent for the ratable account of the Cdn L/C Participants as provided in Section 4.1(d).  The US L/C Participants shall have no right to receive any portion of any US L/C Fronting Fees, and the Cdn L/C Participants shall have no right to receive any portion of any Canadian L/C Fronting Fees.

(d)           In determining whether to pay under any Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation relative to the applicable L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit.  Any action taken or omitted to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Letter of Credit Issuer any resulting liability.

(e)           In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower or the Canadian Borrower, as applicable, shall not have repaid such amount in full to the relevant Letter of Credit Issuer pursuant to Section 3.4(a),

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such Letter of Credit Issuer shall promptly notify the Administrative Agent or the Canadian Administrative Agent, as applicable, and each applicable L/C Participant of such failure, and each such L/C Participant shall promptly and unconditionally pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the relevant Letter of Credit Issuer, the amount of such L/C Participant’s Revolving Credit Commitment Percentage of such unreimbursed payment in Dollars or Canadian Dollars, as applicable, and in immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the relevant Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by such relevant Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.  If the relevant Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, such L/C Participant shall make available to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such payment on such Business Day in immediately available funds.  If and to the extent such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the relevant Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Letter of Credit Issuer at the Federal Funds Effective Rate, in the case of any amount for the account of the US Letter of Credit Issuer, or the rate reasonably determined by the Canadian Letter of Credit Issuer to be the cost to it of funding the payment under the applicable Letter of Credit issued by it, in the case of any amount for the account of the Canadian Letter of Credit Issuer.  The failure of any L/C Participant to make available to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the relevant Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent or the Canadian Administrative Agent, as applicable, such other L/C Participant’s Revolving Credit Commitment Percentage of any such payment.

(f)            Whenever any Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent or the Canadian Administrative Agent, as applicable, has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to paragraph (e) above, such Letter of Credit Issuer shall pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, and the Administrative Agent or the Canadian Administrative Agent, as applicable,

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shall promptly pay to each L/C Participant that has paid its Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars or Canadian Dollars, as applicable, and in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all applicable L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations.

(g)           The obligations of the L/C Participants to make payments to the Administrative Agent or the Canadian Administrative Agent for the account of a Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances:

(i)      any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

(ii)     the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Canadian Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or the Canadian Borrower, as applicable, and the beneficiary named in any such Letter of Credit);

(iii)    any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)    the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

(v)     the occurrence of any Default or Event of Default;

provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent or the Canadian Administrative Agent for the account of a Letter of Credit Issuer its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

3.4.          Agreement to Repay Letter of Credit Drawings.  (a)  The Borrower and the Canadian Borrower hereby agree to reimburse the relevant Letter of Credit Issuer, by making payment in the currency in which the relevant Letter of Credit was denominated to the Administrative Agent (in the case of reimbursement made by the Borrower) or the Canadian

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Administrative Agent (in the case of reimbursement made by the Canadian Borrower) in immediately available funds for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) immediately after, and in any event on the date of, such payment, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be the Applicable ABR Margin plus the ABR as in effect from time to time (in the case of the US Letter of Credit Issuer) or the Applicable ABR Margin plus the Canadian Prime Rate as in effect from time to time (in the case of the Canadian Letter of Credit Issuer), provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower (or the Canadian Borrower) shall have notified the Administrative Agent (or the Canadian Administrative Agent) and the relevant Letter of Credit Issuer prior to 10:00 a.m. (New York time) on the date of such drawing that the Borrower or the Canadian Borrower, as the case may be, intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower or the Canadian Borrower, as the case may be, shall be deemed to have given a Notice of Borrowing requesting that, (A) with respect to US Letters of Credit, that the Lenders with US Revolving Credit Commitments make US Revolving Credit Loans (which shall be ABR Loans) and (B) with respect to Canadian Letters of Credit, the Lenders with Canadian Revolving Credit Commitments make Canadian Revolving Credit Loans (which shall be Canadian Prime Rate Loans) on the date on which such drawing is honored in an amount equal to the amount of such drawing and (ii) the Administrative Agent or the Canadian Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower or the Canadian Borrower, as applicable, in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on such Business Day by making the amount of such Revolving Credit Loan available to the Administrative Agent or the Canadian Administrative Agent, as applicable.  Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount.  The Administrative Agent or the Canadian Administrative Agent, as applicable, shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing.

(b)           The obligations of the Borrower and the Canadian Borrower under this Section 3.4 to reimburse the relevant Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower, the Canadian Borrower or any other Person may have or have had against such, Letter of Credit Issuer, the Administrative Agent, the Canadian Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, provided that neither the Borrower nor the Canadian Borrower shall be obligated to

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reimburse such Letter of Credit Issuer for any wrongful payment made by such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

3.5.          Increased Costs.  If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by a Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by such Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on such Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower or the Canadian Borrower, as applicable, by such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to US Letters of Credit) and to the Canadian Administrative Agent (with respect to Canadian Letters of Credit)), the Borrower or the Canadian Borrower, as applicable, shall pay to such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that a Letter of Credit Issuer or a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof.  A certificate submitted to the Borrower or the Canadian Borrower, as applicable, by the relevant Letter of Credit Issuer or a L/C Participant, as the case may be (a copy of which certificate shall be sent by such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to US Letters of Credit) and to the Canadian Administrative Agent (with respect to Canadian Letters of Credit)) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower or the Canadian Borrower, as applicable, absent clearly demonstrable error.

3.6.          Successor Letter of Credit Issuer.  Any Letter of Credit Issuer may resign as Letter of Credit Issuer upon 30 days’ prior written notice to the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Borrower.  If the US Letter of Credit Issuer shall resign as US Letter of Credit Issuer under this Agreement, then the Borrower shall appoint from among the Lenders with US Revolving Credit Commitments a successor issuer of US

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Letters of Credit that is willing so to act, whereupon such successor issuer shall succeed to the rights, powers and duties of the US Letter of Credit Issuer, and the term “US Letter of Credit Issuer” shall mean such successor issuer effective upon such appointment.  At the time such resignation shall become effective, the Borrower shall pay to the resigning US Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and (f).  The acceptance of any appointment as the US Letter of Credit Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such agreement, such successor Lender shall have all the rights and obligations of the previous US Letter of Credit Issuer under this Agreement and the other Credit Documents.  If the Canadian Letter of Credit Issuer shall resign as Canadian Letter of Credit Issuer under this Agreement, then the Canadian Borrower shall appoint from among the Canadian Lenders a successor issuer of Canadian Letters of Credit that is willing so to act, whereupon such successor issuer shall succeed to the rights, powers and duties of the Canadian Letter of Credit Issuer, and the term “Canadian Letter of Credit Issuer” shall mean such successor issuer effective upon such appointment.  At the time such resignation shall become effective, the Canadian Borrower shall pay to the resigning Canadian Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(e) and (f).  The acceptance of any appointment as the Canadian Letter of Credit Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Canadian Borrower and the Canadian Administrative Agent and, from and after the effective date of such agreement, such successor Lender shall have all the rights and obligations of the previous Canadian Letter of Credit Issuer under this Agreement and the other Credit Documents.  After the resignation of any Letter of Credit Issuer hereunder, the resigning Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.  After any retiring Letter of Credit Issuer’s resignation as a Letter of Credit Issuer, the provisions of this Agreement relating to such Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (a) while it was a Letter of Credit Issuer under this Agreement or (b) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.

SECTION 4.  Fees; Commitments

4.1.          Fees.  (a)  (i)  The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Lender having a US Revolving Credit Commitment (in each case pro rata according to the respective US Revolving Credit Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date.  Such commitment fee shall be payable quarterly in arrears (x) on the last Business Day of each fiscal quarter of the Borrower and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available US Commitment in effect on such day.

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(ii)     The Canadian Borrower agrees to pay to the Canadian Administrative Agent in Dollars for the account of each Canadian Lender with a Canadian Revolving Credit Commitment (in each case pro rata according to the respective applicable Canadian Revolving Credit Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date.  Such commitment fee shall be payable quarterly in arrears (x) on the last Business Day of each fiscal quarter of the Borrower and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available Canadian Commitment in effect on such day.

(iii)    The Borrower agrees to pay to the Administrative Agent for the account of each Tranche B Term Loan Lender (in each case pro rata according to the respective Tranche B Term Loan Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Delayed Draw Date (or such earlier date following the Closing Date on which the Tranche B Term Loan Commitments are terminated).  Such commitment fee shall be payable in arrears on the Delayed Draw Date (or such earlier date following the Closing Date on which the Tranche B Term Loan Commitments are terminated), for the period ended on such date, and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available Tranche B Term Loan Commitment in effect on such day.

(iv)    Notwithstanding the foregoing, neither the Borrower nor the Canadian Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.

(b)           The Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Lenders pro rata on the basis of their respective US Letter of Credit Exposure, a fee in respect of each US Letter of Credit (the “US Letter of Credit Fee”), for the period from and including the date of issuance of such US Letter of Credit to but excluding the termination date of such US Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus 0.250% per annum on the average daily Stated Amount of such US Letter of Credit.  Such US Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and on the date upon which the US Total Revolving Credit Commitment terminates and the US Letters of Credit Outstanding shall have been reduced to zero.

(c)           The Borrower agrees to pay to the Administrative Agent in Dollars for the account of the US Letter of Credit Issuer a fee in respect of each US Letter of Credit issued by it (the “US L/C Fronting Fee”), for the period from and including the date of issuance of such US Letter of Credit to but excluding the termination date of such US Letter of Credit, computed at the rate for each day equal to 0.250% per annum on the average daily Stated Amount of such US Letter of Credit.  Such US L/C Fronting Fees shall be due and payable quarterly in arrears on the

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last Business Day of each fiscal quarter of the Borrower and on the date upon which the US Total Revolving Credit Commitment terminates and the US Letters of Credit Outstanding shall have been reduced to zero.

(d)           The Canadian Borrower agrees to pay to the Canadian Administrative Agent in Canadian Dollars for the account of the Canadian Lenders pro rata on the basis of their respective Canadian Letter of Credit Exposure, a fee in respect of each Canadian Letter of Credit (the “Canadian Letter of Credit Fee”), for the period from and including the date of issuance of such Canadian Letter of Credit to but excluding the termination date of such Canadian Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus 0.250% per annum on the average daily Stated Amount of such Canadian Letter of Credit.  Such Canadian Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and on the date upon which the Canadian Total Revolving Credit Commitment terminates and the Canadian Letters of Credit Outstanding shall have been reduced to zero.

(e)           The Canadian Borrower agrees to pay to the Canadian Administrative Agent in Canadian Dollars for the account of the Canadian Letter of Credit Issuer a fee in respect of each Canadian Letter of Credit issued by it (the “Canadian L/C Fronting Fee”), for the period from and including the date of issuance of such Canadian Letter of Credit to but excluding the termination date of such Canadian Letter of Credit, computed at the rate for each day equal to 0.250% per annum on the average daily Stated Amount of such Canadian Letter of Credit.  Such Canadian L/C Fronting Fees shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and on the date upon which the Canadian Total Revolving Credit Commitment terminates and the Canadian Letters of Credit Outstanding shall have been reduced to zero.

(f)            Each of the Borrower and the Canadian Borrower agrees to pay directly to the applicable Letter of Credit Issuer in Dollars (in the case of payments to the US Letter of Credit Issuer) or Canadian Dollars (in the case of payments to the Canadian Letter of Credit Issuer) upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the applicable Letter of Credit Issuer and the applicable Borrower shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it.

4.2.          Voluntary Reduction of Revolving Credit Commitments.  Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower (on behalf of itself and the Canadian Borrower) shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving Credit Commitments in whole or in part, provided that (a) any such reduction shall apply proportionately and permanently to reduce the US Revolving Credit Commitment or the Canadian Revolving Credit Commitment, as the case may be, of each of the Lenders, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $5,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, (i) the

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aggregate amount of the Lenders’ US Revolving Credit Exposures shall not exceed the US Total Revolving Credit Commitment and (ii) the aggregate amount of the Canadian Lenders’ Canadian Revolving Credit Exposures shall not exceed the Canadian Total Revolving Credit Commitment.

4.3.          Mandatory Termination of Commitments.  (a)  (i)  The Tranche A Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.

(ii)     The Tranche B Term Loan Commitments (x) shall be permanently reduced at 5:00 p.m. (New York City time) on the Closing Date by the amount of Tranche B Term Loans made on the Closing Date and (y) shall terminate at 5:00 p.m. (New York City time) on the Delayed Draw Date.

(b)           The US Total Revolving Credit Commitment and the Canadian Total Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity Date.

(c)           The Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on the Swingline Maturity Date.

(d)           (i) The US Letter of Credit Commitment and the Canadian Letter of Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the L/C Maturity Date.

(e)           If any prepayment of Term Loans would otherwise be required pursuant to Section 5.2(a) but cannot be made because there are no Term Loans outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loans, then, on the date that such prepayment is required, the Revolving Credit Commitments shall be permanently reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Term Loans, as the case may be, and Borrower shall comply with Section 5.2(b) after giving effect to such reduction.

SECTION 5.  Payments

5.1.          Voluntary Prepayments.  The Borrower shall have the right to prepay Term Loans, US Revolving Credit Loans, Canadian Revolving Loans made to it and Swingline Loans, and the Canadian Borrower shall have the right to prepay Canadian Revolving Credit Loans made to it, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower (on its own behalf and on behalf of the Canadian Borrower) shall give the Administrative Agent and the Canadian Administrative Agent at the applicable Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its or the Canadian Borrower’s intent to make such prepayment, the amount of such prepayment and (in the case of BA Loans and LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans (other than US Revolving Credit Loans that are ABR Loans), 10:00 a.m. (New York City time) one Business Day prior to, (ii) in the case of US Revolving Credit Loans that are ABR Loans, 10:00 a.m. on the same day as, or (iii) in the case of Swingline Loans, 12:00 noon (New York City time) on the same day as, the date of such

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prepayment and shall promptly be transmitted by the Administrative Agent or the Canadian Administrative Agent, as applicable, to each of the relevant Lenders or the Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 or C$100,000, as the case may be, and in an aggregate principal amount of at least $1,000,000 or C$1,000,000, as the case may be, and each partial prepayment of Swingline Loans shall be in a multiple of $10,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans and; (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower or the Canadian Borrower, as the case may be, with the applicable provisions of Section 2.11 and (d) BA Loans may not be repaid on any day other than the last day of an Interest Period applicable thereto except as may be otherwise provided in this Agreement.  Each prepayment in respect of Term Loans pursuant to this Section 5.1 shall be (a) applied to Term Loans in such manner as the Borrower may determine and (b) applied to reduce Tranche A Repayment Amounts or Tranche B Repayment Amounts, as applicable, in such order as the Borrower may determine.  At the Borrower’s election (on its own behalf and on behalf of the Canadian Borrower) in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

5.2.          Mandatory Prepayments.  (a)  Term Loan Prepayments.  (i)  On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender.

(ii)     Not later than the date that is ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 2005),  the Borrower shall prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 4.25 to 1.00, and, provided further, that such percentage shall be reduced to 0% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 3.00 to 1.00), minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

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(b)           Repayment of Revolving Credit Loans.

(i)      Aggregate US Revolving Credit Outstandings.  If on any date the aggregate amount of the Lenders’ US Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate US Revolving Credit Outstandings”) exceeds 100% of the US Total Revolving Credit Commitment as then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess.  If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate US Revolving Credit Outstandings exceed the US Total Revolving Credit Commitment then in effect, the Borrower shall pay to the Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold such payment for the benefit of the Lenders as security for the obligations of the Borrower hereunder (including obligations in respect of US Letters of Credit Outstanding) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agent, until the proceeds are applied to the secured obligations).

(ii)     Aggregate Canadian Revolving Credit Outstandings.  If on any date the aggregate amount of the Canadian Lenders’ Canadian Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Canadian Revolving Credit Outstandings”) exceeds 103% of the Canadian Total Revolving Credit Commitment as then in effect, each of the Borrower and the Canadian Borrower, as the case may be, shall forthwith repay on such date Canadian Revolving Credit Loans owing by each of them, respectively, in an aggregate amount equal to such excess.  If, after giving effect to the prepayment of all outstanding Canadian Revolving Credit Loans (other than BA Loans), the Aggregate Canadian Revolving Credit Outstandings exceed the Canadian Total Revolving Credit Commitment then in effect, the Borrower and/or the Canadian Borrower as the case may be, shall pay to the Canadian Administrative Agent an amount in cash equal to such excess and the Canadian Administrative Agent shall hold such payment for the benefit of the applicable Lenders as security for the obligations of the Borrower and the Canadian Borrower hereunder (including obligations in respect of Canadian Letters of Credit Outstanding and BA Loans) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Canadian Administrative Agent (which shall permit certain investments in Permitted Investments satisfactory to the Canadian Administrative Agent, until the proceeds are applied to the secured obligations).

(c)           Application to Repayment Amounts.  Each prepayment of Term Loans required by Section 5.2(a) shall be initially allocated between the Tranche A Term Loans and the Tranche B Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class and shall be applied to reduce the applicable Repayment Amounts in such order as the Borrower may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to

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Section 2.5(b) and (c) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts pursuant to Section 2.5(b) and (c).  With respect to each such prepayment, (i) the Borrower will, not later than the date specified in Section 5.2(a) for making such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender, (ii) so long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Borrower within five days after such Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any such Tranche B Term Loans until the date that is specified in the immediately following clause), (iii) the Borrower will make all such prepayments not so refused upon the earlier of (x) such fifth day and (y) such time as the Borrower has received notice from each Lender that it consents to or refuses such prepayment and (iv) any prepayment so refused shall be allocated to the then outstanding Tranche A Term Loans and shall be applied as set forth above in this paragraph (c).

(d)           Application to Term Loans.  With respect to each prepayment of Tranche A Term Loans and Tranche B Term Loans required by Section 5.2(a), the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) LIBOR Term Loans may be designated for prepayment pursuant to this Section 5.2(d) only on the last day of an Interest Period applicable thereto unless all LIBOR Term Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; and (ii) if LIBOR Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans, such Borrowing shall immediately be converted into ABR Loans.  In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.

(e)           Application to Revolving Credit Loans.  With respect to each prepayment of Revolving Credit Loans elected by the Borrower pursuant to Section 5.2(a) or required by Section 5.2(b), the Borrower (on its own behalf and on behalf of the Canadian Borrower) may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the US Revolving Credit Loans or Canadian Revolving Credit Loans to be prepaid, provided that (w) LIBOR Revolving Credit Loans may be designated for prepayment pursuant to this Section 5.2(e) only on the last day of an Interest Period applicable thereto unless all LIBOR Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (x) if any prepayment by the Borrower or the Canadian Borrower, as the case may be, of LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Dollar Equivalent of the Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Revolving Credit Loans, such Borrowing shall immediately be converted into Cdn ABR Loans or ABR

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Loans, as applicable; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (z) notwithstanding the provisions of the preceding clause (y), no prepayment made pursuant to Section 5.2(a) or Section 5.2(b) of Revolving Credit Loans shall be applied to the Revolving Credit Loans of any Defaulting Lender.  In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.

(f)            BA and LIBOR Interest Periods.  In lieu of making any payment pursuant to this Section 5.2 in respect of any BA Loan or LIBOR Loan other than on the last day of the Interest Period therefor so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or the Canadian Borrower, as the case may be, at its option may deposit with the Administrative Agent an amount equal to the amount of the BA Loan or LIBOR Loan to be prepaid and such BA Loan or LIBOR Loan, as the case may be, shall be repaid on the last day of the Interest Period therefor in the required amount.  Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type.  Such deposit shall constitute cash collateral for the Obligations, provided that the Borrower or the Canadian Borrower, as the case may be, may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2.

(g)           Minimum Amount.  No prepayment shall be required pursuant to Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds from Prepayment Events required to be applied at or prior to such time pursuant to such Section and not yet applied at or prior to such time to prepay Term Loans pursuant to such Section exceeds the Dollar Equivalent of $15,000,000 in the aggregate for all such Prepayment Events.

(h)           Foreign Asset Sales.  Notwithstanding any other provisions of this Section 5.2, (i) to the extent that any of or all the Net Cash Proceeds of any asset sale by a Restricted Foreign Subsidiary giving rise to an Asset Sale Prepayment Event (a “Foreign Asset Sale”) or Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 5.2 but may be retained by the applicable Restricted Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower and the Canadian Borrower hereby agreeing to cause the applicable Restricted Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 5.2 and (ii) to the extent that the Borrower (on its own behalf and on behalf of the Canadian Borrower) has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale or Excess Cash Flow would have a material

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adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Restricted Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 5.2(a), (x) the Borrower or the Canadian Borrower, as the case may be, applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower or the Canadian Borrower, as the case may be, rather than such Restricted Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Restricted Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Restricted Foreign Subsidiary.

5.3.          Method and Place of Payment.  (a)  Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower or the Canadian Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the ratable account of the Lenders entitled thereto, the Letter of Credit Issuer, the Canadian Letter of Credit Issuer or the Swingline Lender, as the case may be, not later than 12:00 Noon (New York City time) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s Office and (ii) in the case of amounts payable in a Canadian Dollars, in immediately available funds at the Canadian Administrative Agent’s Office.  All payments under each Credit Document (whether of principal, interest or otherwise) shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated or (iii) in the case of any indemnification or expense reimbursement payment, in Dollars, except as otherwise expressly provided herein.  The Administrative Agent or the Canadian Administrative Agent, as applicable, will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent or the Canadian Administrative Agent, as applicable, prior to 2:00 p.m. (New York City time) on such day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

(b)           Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day.  Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

5.4.          Net Payments.  (a)  Subject to the following sentence, all payments made by or on behalf of the Borrower and the Canadian Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on

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account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Administrative Agent, the Canadian Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent, the Canadian Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent, the Canadian Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent, the Canadian Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable under this Agreement, the Borrower or the Canadian Borrower, as applicable, shall increase the amounts payable to the Administrative Agent, the Canadian Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent, the Canadian Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (a “Non-US Lender”) if such Lender fails to comply with the requirements of paragraph (b) of this Section 5.4.  Whenever any Non-Excluded Taxes are payable by the Borrower or the Canadian Borrower, as the case may be, as promptly as possible thereafter, such Borrower or Canadian Borrower shall send to the Administrative Agent or the Canadian Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Borrower or Canadian Borrower showing payment thereof.  If the Borrower or the Canadian Borrower, as the case may be, fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent or the Canadian Administrative Agent the required receipts or other required documentary evidence, such Borrower or Canadian Borrower shall indemnify the Administrative Agent, the Canadian Administrative Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent, the Canadian Administrative Agent or any Lender as a result of any such failure.  The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(b)           Each Non-US Lender (other than a Canadian Lender making Loans only to the Canadian Borrower) shall:

(i)      deliver to the Borrower and the Administrative Agent two copies of either (x) in the case of a Non-US Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-US Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of

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Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-US Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement;

(ii)     deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and

(iii)    obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent;

unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent.  Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.

(c)           The Borrower shall not be required to indemnify any Non-US Lender, or to pay any additional amounts to any Non-US Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the date such Non-US Lender became a party to this Agreement (or, in the case of a Participant that is not organized under the laws of the United States of America or a state thereof (a “Non-US Participant”), on the date such Non-US Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower or the Canadian Borrower, (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-US Lender or Non-US Participant to comply with the provisions of paragraph (b) above or (iii) any of the representations or certifications made by a Non-US Lender or Non-US Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such representations or

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certifications were made. The Canadian Borrower shall not be required to indemnify or pay additional amounts to a Lender or Administrative Agent in respect of Canadian withholding tax pursuant to paragraph (a) above to the extent that such Non-Excluded Taxes result from a failure by the Lender or Administrative Agent to comply with any certification, identification, information, documentation or other reporting requirement (collectively referred to in this Section 5.4(c) as a “Reporting Requirement”) if (i) compliance is required by law, regulation, administrative practice or any applicable tax treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding of Non-Excluded Taxes, and (ii) the Canadian Borrower has first made written request to the Lender or the Canadian Administrative Agent, as applicable, that the Lender or Administrative Agent comply with the particular Reporting Requirement (identified specifically in such request) and the Lender or Administrative Agent, as applicable, has not complied with such Reporting Requirement within 30 Business Days of such written request; provided, however that the Canadian Borrower shall not be relieved of its obligation to indemnify or pay additional amounts to a Lender or Administrative Agent (x) in respect of certain payments where the obligation to indemnify or pay additional amounts in respect of those payments arose prior to Canadian Borrower’s written request to the Lender or Canadian Administrative Agent, as applicable, respecting such Reporting Requirement, (y) if, by reason of any change in any law, regulation, administrative practice or applicable tax treaty occurring after the date hereof, the Lender or Administrative Agent, as applicable, is unable to duly comply with such Reporting Requirement, or (z) to the extent that the additional payment or indemnity compensates the Lender or Administrative Agent for an amount to which the Lender or Administrative Agent would have been entitled to receive under paragraph (a) had the Lender or Administrative Agent, as applicable complied with the Reporting Requirement.

(d)           If the Borrower or the Canadian Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender, the Canadian Administrative Agent or the Administrative Agent, as applicable, shall cooperate with such Borrower of Canadian Borrower in challenging such taxes at Borrower’s or Canadian Borrower’s expense if so requested by Borrower or Canadian Borrower.  If any Lender, the Canadian Administrative Agent or the Administrative Agent, as applicable, receives a refund of a tax for which a payment has been made by the Borrower or the Canadian Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender, the Canadian Administrative Agent or Administrative Agent, as the case may be, is attributable to such payment made by such Borrower or Canadian Borrower, then the Lender, the Canadian Administrative Agent or the Administrative Agent, as the case may be, shall reimburse Borrower or Canadian Borrower for such amount (together with any interest received thereon) as the Lender, the Canadian Administrative Agent or Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required.  A Lender, the Canadian Administrative Agent or Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim.  Neither the Lender, the Canadian Administrative Agent nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or the Canadian Borrower in connection with this paragraph (d) or any other provision of this Section 5.4.

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(e)           Each Lender represents and agrees that, on the date hereof and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of the Code and the regulations thereunder) with respect to the Borrowings hereunder unless the Borrower has consented to such arrangement prior thereto.

(f)            Notwithstanding Section 5.4(a), the Canadian Borrower shall not be required to indemnify or pay any additional amounts in respect of Canadian withholding tax imposed under Part XIII of the Tax Act applicable to any amount payable with respect to Canadian Revolving Credit Loans or Canadian Letters of Credit pursuant to Section 5.4(a) above to any Lender that is not a Canadian Resident for the purposes of the Tax Act, except if any such Loans were assigned, participated or transferred to such Lender at the request of the Borrower or the Canadian Borrower or were assigned, participated or transferred to such Lender following the occurrence of and during the continuance of an Event of Default pursuant to Section 11.1 or 11.5.

5.5.          Computations of Interest and Fees.  (a)  Interest on LIBOR Loans and, except as provided in the next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed.  Interest on (i) Canadian Prime Loans, (ii) ABR Loans in respect of which the rate of interest is calculated on the basis of the Prime Rate, (iii) Cdn ABR Loans in respect of which the rate of interest is calculated on the basis of the Canadian Administrative Agent’s reference rate and (iv) interest on overdue interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

(b)           All Fees shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

5.6.          Limit on Rate of Interest.

(a)           No Payment shall exceed Lawful Rate.  Notwithstanding any other term of this Agreement, neither the Borrower nor the Canadian Borrower shall be obliged to pay any interest or other amounts under or in connection with this Agreement in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.  In particular, the Canadian Borrower shall not be obliged to pay any interest or other amounts which would result in the receipt by any Lender of interest on credit advanced at a rate in excess of the rate permitted under the Criminal Code (Canada).  For purposes of this Section 5.6, “interest” and “credit advanced” have the meanings ascribed in the Criminal Code (Canada) and the “effective annual rate of interest” shall be calculated in accordance with generally accepted actuarial practices and principles.

(b)           Payment at Highest Lawful Rate.  If either the Borrower or the Canadian Borrower is not obliged to make a payment which it would otherwise be required to make as a result of Section 5.6(a), the Borrower or the Canadian Borrower, as applicable, shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

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(c)           Adjustment if any Payment exceeds Lawful Rate.  If any provision of this Agreement or any of the other Credit Documents would obligate the Borrower or the Canadian Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any applicable law, rule or regulation, or in the case of the Canadian Borrower, would result in a receipt by that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law (in the case of the Borrower or the Canadian Borrower) or so result in a receipt by that Lender of interest at a criminal rate (in the case of the Canadian Borrower), such adjustment to be effected, to the extent necessary, as follows:

(i)      firstly, by reducing the amount or rate of interest required to be paid by the Borrower or the Canadian Borrower to the affected Lender under Section 2.8; and

(ii)     thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Borrower or the Canadian Borrower to the affected Lender where, in the case of the Canadian Borrower, such amounts would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower or the Canadian Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, or in the case of the Canadian Borrower, an amount in excess of the maximum permitted under the Criminal Code (Canada), then the Borrower or the Canadian Borrower, as applicable, shall be entitled, by notice in writing to the Administrative Agent or the Canadian Administrative Agent, as applicable, to obtain reimbursement from such Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower or the Canadian Borrower, as applicable.  Any amount or rate of interest referred to in this Section 5.6(c) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loan remains outstanding on the assumption, with respect to Canadian Borrowings, that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Maturity Date.

SECTION 6A.  Conditions Precedent to Initial Borrowing

The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent:

6.1.          Credit Documents.  The Administrative Agent or the Collateral Agent (as applicable) shall have received:

(a)           this Agreement, executed and delivered by a duly authorized officer of Holdings, the Borrower, the Canadian Borrower and each Lender;

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(b)           the Guarantee Agreements, executed and delivered by a duly authorized officer of each applicable Guarantor;

(c)           the Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto; and

(d)           the Canadian Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto.

6.2.          Collateral.  (a)  All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary directly owned by or on behalf of any Credit Party shall have been pledged pursuant to the Security Agreements (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Collateral Agent shall have received all certificates representing securities pledged under the Security Agreements to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank.

(b)           All Indebtedness for borrowed money in excess of $1,000,000 of the Borrower and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreements, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank.

(c)           All documents and instruments, including Uniform Commercial Code, PPSA or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreements and perfect such Liens to the extent required by, and with the priority required by, the Security Agreements and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording.

(d)           The Borrower shall have delivered to the Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer and the chief legal officer of the Borrower, together with all attachments contemplated thereby and certified copies of UCC, PPSA, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens);

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6.3.          Legal Opinions.  The Administrative Agent shall have received the executed legal opinions of (a) Simpson, Thacher & Bartlett LLP, special New York counsel to the Borrower, substantially in the form of Exhibit I-1, (b) Paula R. Johnson, General Counsel to the Borrower substantially in the form of Exhibit I-2, (c) Osler, Hoskin & Harcourt LLP, special Canadian counsel for the Borrower, substantially in the form of Exhibit I-3 and (d) local counsel to the Borrower in certain jurisdictions as may be reasonably requested by the Administrative Agent, substantially in the form of Exhibit I-4.  The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.

6.4.          Representations and Warranties; No Default.  The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower, dated the Closing Date, certifying that (a) on the Closing Date, the representations and warranties made by the Borrower in Section 8, as they relate to the Credit Parties at such time, are true and correct in all material respects and (b) after giving effect to the Borrowings on the Closing Date and the other transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing.

6.5.          Senior Subordinated Notes.  The Borrower shall have received gross proceeds of $500,000,000 (or such lesser amount sufficient, together with the KKR Equity Contribution and the proceeds generated hereunder, to consummate the Transactions) from the issuance of Senior Subordinated Notes under the Senior Subordinated Notes Indenture in a Rule 144A or other private placement (the terms and conditions of the Senior Subordinated Notes (including, but not limited to, subordination, maturity, covenants, events of default, remedies, redemption and prepayment events) shall be reasonably satisfactory to the Agents).

6.6.          Equity Contributions.  The Rollover Equity Contribution shall be in effect and the KKR Equity Contribution shall have been made on terms and pursuant to documentation reasonably acceptable to the Administrative Agent.

6.7.          Closing Certificates.  The Administrative Agent shall have received a certificate of each Credit Party, dated the Closing Date, in the case of the Borrower substantially in the form of Exhibit J-1, and in the case of each other Credit Party, substantially in the form of Exhibit J-2, in each case with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and attaching the documents referred to in Sections 6.8 and 6.9.

6.8.          Corporate Proceedings of Each Credit Party.  The Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of each Credit Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower and the Canadian Borrower, the extensions of credit contemplated hereunder.

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6.9.          Corporate Documents.  The Administrative Agent shall have received true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Credit Party.

6.10.        Other Documents.  The Administrative Agent shall have received the Scotiabank Intercreditor Agreement, executed and delivered by a duly authorized officer of The Bank of Nova Scotia.

6.11.        Fees.  The Lenders shall have received the fees in the amounts previously agreed in writing by the Agents and such Lenders to be received on the Closing Date and all expenses (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented on or prior to the Closing Date shall have been paid.

6.12.        Related Agreements.  The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreements, each of which shall be in full force and effect and in form and substance reasonably satisfactory to the Agents.

6.13.        Solvency Certificate.  On the Closing Date, the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in form, scope and substance satisfactory to Administrative Agent, with appropriate attachments and demonstrating that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with its Subsidiaries is Solvent.

6.14.        Governmental Authorizations and Consents.  Each Credit Party shall have obtained all approval and authorizations of Governmental Authorities and all consents of other Persons, in each case that are necessary in connection with the Transactions and the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect.  All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Acquisition and the Credit Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

6.15.        Historical Financial Statements.  The Lenders shall have received the Historical Audited Financial Statements and the Historical Unaudited Financial Statements.

6.16.        Pro Forma Financial Statements.  The Administrative Agent shall have received the Pro Forma Financial Statements, together with a certificate of the chief financial officer of Borrower to the effect that such statements accurately present the pro forma financial position of Borrower and its subsidiaries in accordance with GAAP as of the date of the pro forma balance sheet forming part of the Pro Forma Financial Statements and for the period covered by the related pro forma income statement, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be.

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6.17.        Acquisition.  Concurrently with the initial Credit Event made hereunder, the Acquisition shall have been consummated on terms and conditions reasonably satisfactory to the Agents.

6.18.        Insurance.  Certificates of insurance evidencing the existence of all insurance required to be maintained by the Borrower pursuant to Section 9.3 and, if applicable, the designation of the Administrative Agent and the Collateral Agent, as applicable, as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder, such certificates to be in such form and contain such information as is specified in Section 9.3 (providedthat if such endorsement as additional insured cannot be delivered by the Closing Date, the Administrative Agent may consent to such endorsement being delivered at such later date as it deems appropriate in the circumstances).  In addition, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower setting forth the insurance obtained by it in accordance with the requirements of Section 9.3 and stating that such insurance is in full force and effect and that all premiums then due and payable thereon have been paid.

6.19.        Existing Indebtedness.  (a)  The requisite consents in connection with each Consent Solicitation shall have been obtained, the indenture governing each of the Existing Opco Notes shall have been amended pursuant to an effective supplemental indenture that effects the related amendments thereto and the Closing Date Other Tender Procedures shall have been implemented.

(b)           Concurrently with the initial Credit Event made hereunder, the Other Refinancing Transactions shall have been consummated on terms and conditions reasonably satisfactory to the Agents.

(c)           Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement, (ii) the Senior Subordinated Notes, (iii) Specified Existing Opco Notes not tendered pursuant to the Tender Offers for such notes and other Existing Opco Notes in respect of which the Closing Date Other Tender Procedures shall have been implemented and (iv) existing Indebtedness satisfactory to the Agents.  Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than its Guarantee of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated Notes.

6.20.        No Material Adverse Change.  There shall not have occurred any change or condition since December 31, 2003 (with respect to any matter that relates to Von Hoffman Holdings or its subsidiaries), January 3, 2004 (with respect to any matter that relates to Jostens or its subsidiaries) or June 30, 2004 (with respect to any matter that relates to Arcade Holdings or its subsidiaries), that, individually or in the aggregate, has had, or could reasonably be expected to have, an effect that is materially adverse to the business, properties, assets, financial condition or results of operations of the Borrower and its Subsidiaries (after giving pro forma effect to the

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Acquisition), taken as a whole, except for any change or condition that arises out of, results from or is attributable to (a) any change in general business or economic conditions, (b) the execution, announcement or consummation of the Acquisition Agreements and the transactions contemplated thereby, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees or (c) any act of terrorism or war (whether or not threatened, pending or declared), in each case that does not have a disproportionate effect on the Predecessor Companies and their subsidiaries, taken as a whole.

SECTION 6B.  Conditions to Delayed Draw Borrowing

The obligation of each Lender to make a Tranche B Term Loan on the Delayed Draw Date is subject to the condition precedent that, concurrently with such Credit Event, the Existing Opco Notes comprising the Unpaid Refinancing Amount shall be redeemed in accordance with the terms of the applicable indenture governing such Existing Opco Notes and applicable law.

SECTION 7.  Conditions Precedent to All Credit Events

The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings) and the obligation of each Letter of Credit Issuer to issue any Letter of Credit on any date is subject to the satisfaction of the following conditions precedent:

7.1.          No Default; Representations and Warranties.  At the time of each Credit Event and also after giving effect thereto (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

7.2.          Notice of Borrowing; Letter of Credit Request.  (a)  Prior to the making of each Term Loan, each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent (or, in the case of any Canadian Borrowing, the Canadian Administrative Agent) shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

(b)           Prior to the issuance of each Letter of Credit, the Administrative Agent or the Canadian Administrative Agent, as applicable, and the relevant Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a) or (b), as the case may be.

The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified above shall have been satisfied as of that time.

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SECTION 8.  Representations, Warranties and Agreements

In order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, each of Holdings, the Borrower and the Canadian Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit:

8.1.          Corporate Status.  Holdings, the Borrower, the Canadian Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

8.2.          Corporate Power and Authority.  Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party (and, in the case of the Borrower and the Canadian Borrower, to borrow hereunder).  Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.

8.3.          Authorization; No Violation.  Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof nor the consummation of the Transactions and the other transactions contemplated hereby or thereby will (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of Holdings, the Borrower, the Canadian Borrower or any of the other Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any material indenture (including the Senior Subordinated Notes Indenture), loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which the Borrower, the Canadian Borrower or any of the other Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or (c) violate any provision of the certificate of incorporation, by-laws or other constitutional documents of Holdings, the Borrower, the Canadian Borrower or any of the other Restricted Subsidiaries.

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8.4.          Litigation.  There are no actions, suits or proceedings (including Environmental Claims) pending or, to the knowledge of Holdings, the Borrower or the Canadian Borrower, threatened with respect to Holdings, the Borrower, the Canadian Borrower or any of the other Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.

8.5.          Margin Regulations.  Neither the making of any Loan hereunder nor the use of the proceeds thereof or of the proceeds of any drawing under any Letter of Credit will violate the provisions of Regulation T, U or X of the Board.

8.6.          Governmental Approvals.  The execution, delivery and performance of the Acquisition Agreements or any Credit Document does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents and (iii) such licenses, approvals, authorizations or consents the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

8.7.          Investment Company Act.  None of Holdings, the Borrower or the Canadian Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.8.          True and Complete Disclosure.  (a)  None of the factual information and data (taken as a whole) heretofore or contemporaneously furnished by Holdings, the Borrower, the Canadian Borrower, any of the other Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent and/or any Lender on or before the Closing Date (including (i) the Confidential Information Memorandum and (ii) all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement or omitted to state any material fact necessary to make such information and data (taken as a whole) not misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections and pro forma financial information.

(b)           The projections and pro forma financial information contained in the information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

8.9.          Financial Statements; Financial Condition.  The (a) unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Audited Financial Statements, in each case present or will, when provided, present fairly in all material respects the combined financial position of the

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Borrower or the applicable Predecessor Company and its consolidated subsidiaries, as the case may be, at the respective dates of said information or statements and results of operations of the applicable Person for the respective periods covered thereby.  The financial statements referred to in clause (b) of the preceding sentence have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements.  After the Closing Date, there has been no Material Adverse Change since December 31, 2003.

8.10.        Tax Returns and Payments.  Each of Holdings, the Borrower, the Canadian Borrower and each of the other Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material Taxes payable by it that have become due, other than those (a) not yet delinquent or (b) being contested in good faith as to which adequate reserves have been provided in accordance with GAAP and which could not reasonably be expected to result in a Material Adverse Effect.

8.11.        Compliance with ERISA.  (a)  Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a multiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); none of the Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum.  No Plan (other than a multiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11, be reasonably likely to have a Material Adverse Effect.  With respect to Plans that are multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

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(b)           The Canadian Pension Plans are duly registered under all applicable pension benefits legislation; all material obligations of each Credit Party and its Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans, the Canadian Benefit Plans and the funding agreements therefor have been performed in accordance with the terms of such plans, applicable laws and regulations; there are no outstanding disputes concerning the assets held pursuant to any such funding agreement; all contributions or premiums required to be made by any Credit Party and any of its Subsidiaries to the Canadian Pension Plans and the Canadian Benefit Plans have been made within the time limits required by, and in accordance with, the terms of such plans and applicable laws and regulations; all employee contributions to the Canadian Pension Plans and the Canadian Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into such plans within the time limits required by, and in accordance with, the terms of such plans and applicable laws and regulations; all reports and disclosures relating to the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or regulations have been filed or distributed in accordance with applicable laws and regulations; no Credit Party has made any improper withdrawals, applications or transfers of, the assets of any of the Canadian Pension Plans or of the Canadian Benefit Plans, to the extent applicable; other than as disclosed in Schedule 8.11(b), there have been no partial terminations of any Canadian Pension Plan with a defined benefit provision; other than as disclosed in Schedule 8.11(b), none of the Canadian Pension Plans with a defined benefit provision is the result of, or has been subject to, the merger or consolidation of two or more registered pension plans or the funding media thereof; no amount is owing by any of the Canadian Pension Plans under the Tax Act; no Credit Party has any knowledge, nor any grounds for believing, that any of the Canadian Pension Plans or the Canadian Benefit Plans is or could reasonably be expected to become the subject of an investigation, any other proceeding, an action or a claim other than a routine claim for benefits; except to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11(b) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect, or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum.  No Canadian Pension Plan has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(b), be reasonably likely to have a Material Adverse Effect.

8.12.        Subsidiaries.  Schedule 8.12 lists each Subsidiary of the Borrower (and the direct and indirect ownership interest of the Borrower therein), in each case existing on the Closing Date.  To the knowledge of the Borrower, after due inquiry, each Material Subsidiary as of the Closing Date has been so designated on Schedule 8.12.

8.13.        Patents, etc.  Holdings, the Borrower, the Canadian Borrower and each of the other Restricted Subsidiaries have obtained all patents, trademarks, servicemarks, trade names, copyrights, licenses and other rights, free from burdensome restrictions, that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights could not reasonably be expected to have a Material Adverse Effect.

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8.14.        Environmental Laws.  (a)  Except as could not reasonably be expected to have a Material Adverse Effect:  (i) Holdings, the Borrower, the Canadian Borrower and each of the other Subsidiaries and all Real Estate are in compliance with all Environmental Laws; (ii) none of Holdings, the Borrower, the Canadian Borrower or any of the other Subsidiaries, is subject to any Environmental Claim or any other liability under any Environmental Law; (iii) Holdings, the Borrower, the Canadian Borrower and the other Subsidiaries are not conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any location; and (iv) no underground storage tank or related piping, or any impoundment or other disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned or leased by Holdings, the Borrower, the Canadian Borrower or any of the other Subsidiaries.

(b)           None of Holdings, the Borrower, the Canadian Borrower or any of the other Subsidiaries has treated, stored, transported, released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Estate or facility in a manner that could reasonably be expected to have a Material Adverse Effect.

8.15.        Properties.  (a)  Holdings, the Borrower, the Canadian Borrower and each of the other Subsidiaries have good and marketable title to or valid leasehold interests in all properties that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement) and except where the failure to have such good title or interests could not reasonably be expected to have a Material Adverse Effect and (b) no Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 9.3.

8.16.        Solvency.  On the Closing Date (after giving effect to the Transactions), immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, the Borrower on a consolidated basis with its Subsidiaries will be Solvent.

8.17.        Public Utility Holding Company Act.  None of Holdings, the Borrower or the Canadian Borrower is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 9.  Affirmative Covenants

Holdings, the Borrower and the Canadian Borrower hereby covenant and agree that on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder, are paid in full:

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9.1.          Information Covenants.  The Borrower will furnish to each Lender and the Administrative Agent:

(a)           Annual Financial Statements.  As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC or delivered to the holders of the Senior Subordinated Notes (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Senior Subordinated Notes, on or before the date that is 120 days after the end of each such fiscal year), the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year, and certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower, the Canadian Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Borrower, the Canadian Borrower and the Material Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 or 10.10 that has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

(b)           Quarterly Financial Statements.  As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC or delivered to the holders of the Senior Subordinated Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Senior Subordinated Notes, on or before the date that is 60 days after the end of each such quarterly accounting period), the consolidated balance sheet of (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting the financial condition and results of operations of (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, subject to changes resulting from audit and normal year-end audit adjustments.

(c)           Budgets.  Within 90 days after the commencement of each fiscal year of the Borrower, budgets of the Borrower and the Canadian Borrower in reasonable detail for such fiscal year as customarily prepared by management of the Borrower and the Canadian Borrower for their internal use consistent in scope with the financial statements provided pursuant to Section 9.1(a), setting forth the principal assumptions upon which such budgets are based.

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(d)           Officer’s Certificates.  At the time of the delivery of the financial statements provided for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Borrower to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) the calculations required to establish whether the Borrower and the Subsidiaries were in compliance with the provisions of Sections 10.9 and 10.10 as at the end of such fiscal year or period, as the case may be, (ii) a specification of any change in the identity of the Restricted Subsidiaries, Unrestricted Subsidiaries and Foreign Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries, Unrestricted Subsidiaries and Foreign Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal year or period, as the case may be, (iii) the then applicable Status and (iv) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor.  At the time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate of an Authorized Officer of the Borrower setting forth in reasonable detail (x) the Borrower’s calculation of the Excess Cash Flow for such fiscal year and (y) the Applicable Amount as at the end of the fiscal year to which such financial statements relate and (ii) a certificate of an Authorized Officer and the chief legal officer of the Borrower (x) setting forth the information required pursuant to Section 1(a) of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause (d)(ii), as the case may be, and (y) certifying that all Uniform Commercial Code and Personal Property Security Act financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (x) above to the extent necessary to protect and perfect the security interests under the Security Documents.

(e)           Certain Notices.  Promptly after an Authorized Officer or any other senior officer of Holdings, the Borrower, the Canadian Borrower or any of the other Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower or the Canadian Borrower proposes to take with respect thereto, (ii) any litigation or governmental proceeding pending against the Borrower, the Canadian Borrower or any of the Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or Material Adverse Change and (iii) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect or Material Adverse Change.

(f)            Environmental Matters.  The Borrower and the Canadian Borrower will promptly advise the Lenders in writing after obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect:

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(i)      Any pending or threatened Environmental Claim against the Borrower, the Canadian Borrower or any of the other Subsidiaries or any Real Estate;

(ii)     Any condition or occurrence on any Real Estate that (x) could reasonably be expected to result in noncompliance by the Borrower, the Canadian Borrower or any of the other Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the Borrower, the Canadian Borrower or any of the other Subsidiaries or any Real Estate;

(iii)    Any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and

(iv)    The conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence, release or threatened release of any Hazardous Material on, at, under or from any Real Estate.

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto.  The term “Real Estate” shall mean land, buildings and improvements owned or leased by the Borrower, the Canadian Borrower or any of the other Subsidiaries, but excluding all operating fixtures and equipment, whether or not incorporated into improvements.

(g)           Other Information.  Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Government Authority in any relevant jurisdiction by the Borrower, the Canadian Borrower or any of the other Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8) and copies of all financial statements, proxy statements, notices and reports that the Borrower, the Canadian Borrower or any of the other Subsidiaries shall send to the holders of any publicly issued debt of Parent, Holdings, the Borrower, the Canadian Borrower and/or any of the other Subsidiaries (including any Senior Subordinated Notes (whether publicly issued or not)) in their capacity as such holders (in each case to the extent not theretofore delivered to the Lenders pursuant to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time.

(h)           Pro Forma Adjustment Certificate.  Not later than the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment or not later than any date on which financial statements are delivered with respect to any four-quarter period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma

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Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.

9.2.          Books, Records and Inspections.  Holdings, the Borrower and the Canadian Borrower will, and will cause each of the other Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets the Borrower, the Canadian Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection, and to examine the books and records of the Borrower, the Canadian Borrower and any such Subsidiary and discuss the affairs, finances and accounts the Borrower, the Canadian Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire.

9.3.          Maintenance of Insurance.  (a)  Generally.  Holdings, the Borrower and the Canadian Borrower will, and will cause each of the Material Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance (including, without limitation, flood insurance) in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in the same or a similar business; and will furnish to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

9.4.          Payment of Taxes.  Holdings, the Borrower and the Canadian Borrower will pay and discharge, and will cause each of the other Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, the Canadian Borrower or any of the other Restricted Subsidiaries, provided that none of Holdings, the Borrower, the Canadian Borrower or any of the other Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower) with respect thereto in accordance with GAAP and the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

9.5.          Consolidated Corporate Franchises.  Holdings, the Borrower and the Canadian Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its legal existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

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9.6.          Compliance with Statutes, Regulations, etc.  Holdings, the Borrower and the Canadian Borrower will, and will cause each other Subsidiary to, comply with all applicable laws, rules, regulations and orders applicable to it or its property, and to maintain all such governmental approvals or authorizations in full force and effect, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

9.7.          ERISA; Canadian Benefit Matters.  (a)  Promptly after the Borrower or any Subsidiary or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect, the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Borrower, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant’s benefits) or the Plan administrator with respect thereto: that a Reportable Event has occurred; that an accumulated funding deficiency has been incurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan; that a Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Plan has an Unfunded Current Liability that has or will result in a lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Borrower, a Subsidiary or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the PBGC has notified the Borrower, any Subsidiary or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; that the Borrower, any Subsidiary or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; or that the Borrower, any Subsidiary or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.

(b)           Promptly after the Canadian Borrower or any Subsidiary or any Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding) would be reasonably likely to have a Material Adverse Effect, the Canadian Borrower will deliver to the Canadian Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Canadian Borrower setting forth details as to such occurrence and the action, if any, that the Canadian Borrower, such Subsidiary or such Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the

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Canadian Borrower, such Subsidiary, such Affiliate, any Governmental Authority, a Canadian Pension Plan or Canadian Benefit Plan participant (other than notices relating to an individual participant’s benefits) or the Canadian Pension Plan or Canadian Benefit Plan administrator with respect thereto: that an application is to be made to any Governmental Authority for a waiver or modification of the minimum funding requirements (including any required installment payments) or an extension of any amortization period under applicable laws or regulations with respect to a Canadian Pension Plan or Canadian Benefit Plan; that a Canadian Pension Plan having an Unfunded Current Liability has been or is to be terminated or wound-up under applicable laws or regulations (including the giving of written notice thereof); that a Canadian Pension Plan has an Unfunded Current Liability that has or will result in a lien under applicable laws or regulations; that proceedings will be or have been instituted to terminate a Canadian Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Canadian Borrower, a Subsidiary or an Affiliate pursuant to applicable laws or regulations to collect a delinquent contribution to a Canadian Pension Plan or a Canadian Benefit Plan; that any Governmental Authority has notified the Canadian Borrower, any Subsidiary or any Affiliate of its intention to appoint an administrator or other trustee to administer any Canadian Pension Plan or Canadian Benefit Plan; that the Canadian Borrower, any Subsidiary or any Affiliate has failed to make a required contribution, installment or other payment pursuant to applicable laws or regulations with respect to a Canadian Pension Plan or Canadian Benefit Plan; that any event has occurred in connection with a Canadian Pension Plan or Canadian Benefit Plan giving rise to a lien (statutory or otherwise) against, or deemed trust in respect of, any of the assets of the Canadian Borrower, any Subsidiary or any Affiliate; or that the Canadian Borrower, any Subsidiary or any Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Canadian Pension Plan or Canadian Benefit Plan arising due to breach by the Canadian Borrower, any Subsidiary or any Affiliate of their respective obligations pursuant to applicable laws or regulations.

9.8.          Good Repair.  Holdings, the Borrower and the Canadian Borrower will, and will cause each of the Restricted Subsidiaries to, ensure that its properties and equipment used or useful in its business in whomsoever’s possession they may be to the extent that it is within the control of such party to cause same, are kept in good repair, working order and condition, normal wear and tear excepted, and that from time to time there are made in such properties and equipment all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar businesses and consistent with third party leases, except in each case to the extent the failure to do so could not be reasonably expected to have a Material Adverse Effect.

9.9.          Transactions with Affiliates.  Holdings, the Borrower and the Canadian Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than Borrower or its Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower, the Canadian Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary annual fees to the Sponsors for management, consulting and financial services rendered to the Borrower,

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the Canadian Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsors for services rendered to Holdings, the Borrower, the Canadian Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) customary fees paid to members of the Board of Directors, Holdings, the Borrower, the Canadian Borrower and the Subsidiaries and (c) transactions permitted by Section 10.6.

9.10.        End of Fiscal Years; Fiscal Quarters.  Holdings, the Borrower and the Canadian Borrower will, for financial reporting purposes, cause (a) each of its, and each of its Subsidiaries’, fiscal years to end on the Saturday closest to December 31 of each year and (b) each of its, and each of its Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end and the Borrower’s past practice; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.

9.11.        Additional Guarantors and Grantors.  (a)  Except as set forth in Section 10.1(a)(x) or (a)(xi), the Borrower will cause (i) each direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary or any Domestic Subsidiary owned by a Foreign Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) each Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) each immaterial Domestic Subsidiary listed on Schedule 1.1(d) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) that becomes a Material Subsidiary, in each case to execute a supplement to each of the US Guarantee and the Security Agreement in form and substance reasonably satisfactory to the Collateral Agent, in order to become a guarantor under the US Guarantee and a grantor under the Security Agreement.

(b)           Except as set forth in Section 10.1(a)(x) or (a)(xi), the Canadian Borrower will cause (i) each direct or indirect Subsidiary of the Canadian Borrower organized under the laws of any province of Canada (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition) and (ii) each immaterial Subsidiary of the Canadian Borrower organized under the laws of any province of Canada and listed on Schedule 1.1(d) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) that becomes a Material Subsidiary, in each case to execute a supplement to each of the Canadian Guarantee and the Canadian Security Agreement in form and substance reasonably satisfactory to the Canadian Administrative Agent, in order to become a guarantor under the Canadian Guarantee and a grantor under the Canadian Security Agreement.

9.12.        Pledges of Additional Stock and Evidence of Indebtedness.  (a)  Except as set forth in Section 10.1(a)(x) or (a)(xi), the Borrower will pledge, and, if applicable, will cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured

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Parties, (i) all the capital stock of each Domestic Subsidiary (other than any Unrestricted Subsidiary or any Domestic Subsidiary owned by a Foreign Subsidiary), Minority Investment and each Foreign Subsidiary (other than an Unrestricted Subsidiary or any Voting Stock representing in excess of 65% of the issued and outstanding Voting Stock in any Foreign Subsidiary) held by the Borrower or a Domestic Subsidiary, in each case, formed or otherwise purchased or acquired after the date hereof, in each case pursuant to a supplement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) all evidences of Indebtedness in excess of $1,000,000 received by the Borrower or any of the Domestic Subsidiaries (other than any Unrestricted Subsidiary) in connection with any disposition of assets pursuant to Section 10.4(b) or, if the obligor under such Indebtedness is not a Guarantor, Section 10.4(c), in each case pursuant to a supplement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent and (iii) any global promissory notes executed after the date hereof evidencing Indebtedness of the Borrower, each Subsidiary and each Minority Investment that is owing to the Borrower or any Domestic Subsidiary (other than any Unrestricted Subsidiary), in each case pursuant to a supplement to the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent.

(b)           Except as set forth in Section 10.1(a)(x) or (a)(xi), the Canadian Borrower will pledge, and, if applicable, will cause each of its Subsidiaries to pledge, to the Canadian Administrative Agent, for the ratable benefit of the Canadian Lenders (but only to secure obligations of the Canadian Borrower hereunder and under the other Credit Documents), (i) all the capital stock of each Subsidiary of the Canadian Borrower and of any Canadian Subsidiary Guarantor formed or otherwise purchased or acquired after the date hereof, in each case pursuant to a supplement to the Canadian Pledge Agreement in form and substance reasonably satisfactory to the Canadian Administrative Agent (or pledge arrangements in relation to the Canadian Obligations of the Canadian Borrower, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the pledge arrangements entered into pursuant to the Canadian Security Documents) and (ii) all evidences of Indebtedness with a Dollar Equivalent in excess of $1,000,000 received by any of the Canadian Subsidiary Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) or, if the obligor under such Indebtedness is not a Guarantor, Section 10.4(c), in each case pursuant to a supplement to the applicable Canadian Pledge Agreement in form and substance reasonably satisfactory to the Canadian Administrative Agent (or pledge arrangements in relation to the Obligations of the Canadian Borrower, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the pledge arrangements entered into pursuant to the Canadian Security Documents).

(c)           The Borrower and the Canadian Borrower agree that all Indebtedness in excess of $1,000,000 (or the Dollar Equivalent thereof) of the Borrower and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes.

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9.13.        Use of Proceeds.  (a)  The Borrower and the Canadian Borrower will use the Letters of Credit and the proceeds of all Loans for the purposes set forth in the introductory statement to this Agreement.

(b)           Promptly following its receipt of the proceeds of any Tranche B Term Loans made on the Delayed Draw Date (and, in any event, not later than the Business Day immediately following the Delayed Draw Date), the Borrower shall irrevocably deposit such proceeds with the applicable trustees in respect of the indentures governing the Existing Opco Notes comprising the Unpaid Refinancing Amount.

9.14.        Changes in Business.  (a)  The Borrower, the Canadian Borrower and the Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower, the Canadian Borrower and the Subsidiaries, taken as a whole, on the Closing Date and other business activities incidental or related to any of the foregoing.

(b)           Holdings will not engage in any business or activity other than (i) the ownership of all the outstanding shares of capital stock of the Borrower, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the performance of the Credit Documents to which it is a party, (v) making any dividend permitted by Section 10.6 or holding any cash received in connection with dividends made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6 and (vi) activities incidental to the businesses or activities described in clauses (i) to (v) of this Section 9.14(b).  Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Credit Documents, liabilities under its guarantee of the Senior Subordinated Notes and liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and business and activities permitted by this Agreement).

9.15.        Further Assurances.  (a)  Holdings and the Borrower will, and will cause each other Credit Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Agreements or any Mortgage, all at the expense of the Borrower and the Restricted Subsidiaries.

(b)           If any assets (including any real estate or improvements thereto or any interest therein) with a book value or fair market value in excess of $1,000,000 are acquired by the Borrower, the Canadian Borrower or any other Credit Party after the Closing Date (other than assets constituting Collateral under the Security Agreements that become subject to the Lien of the applicable Security Agreement upon acquisition thereof) that are of the nature secured by the Security Agreements or any Mortgage, as the case may be, the Borrower will notify the

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Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in paragraph (a) of this Section, all at the expense of the Credit Parties.  Any Mortgage delivered to the Administrative Agent in accordance with the preceding sentence shall be accompanied by (x) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and (y) an opinion of local counsel to the Borrower (or in the event a Subsidiary of the Borrower is the mortgagor, to such Subsidiary) substantially in the form of Exhibit I-4 .

(c)           Within sixty days after the Closing Date (or, in the discretion of the Administrative Agent, such longer period of time, which period shall not exceed ninety days after the Closing Date), the Administrative Agent shall have received (a) a Mortgage in respect of each Mortgaged Property so identified on Schedule 1.1(b), executed and delivered by a duly authorized officer of each mortgagor thereto, (b) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free and clear of any liens except as permitted by Section 10.2 or reasonably satisfactory to the Administrative Agent, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and (c) an opinion of local counsel in form and substance reasonably acceptable to the Administrative Agent.

9.16.        Maintenance of Rating of Facilities.  The Borrower will cause a senior secured credit rating with respect to the credit facilities hereunder from each of S&P and Moody’s to be available at all times until the last Maturity Date under this Agreement.

9.17.        Canadian Borrower.  The Borrower shall ensure that the Canadian Borrower is on the Closing Date, and shall at all times thereafter be, an indirect or direct wholly owned Subsidiary of the Borrower.  The Borrower agrees that the Canadian Borrower is not permitted to be sold, transferred or otherwise disposed of pursuant to Section 10.4.

9.18.        Tender Payments; Post-Closing Other Tender Procedures.  Within two Business Days after the Closing Date, the Borrower shall (a) make all payments required to be made in respect of all Existing Opco Notes accepted for purchase in connection with the Tender Offers and (b) implement the Post-Closing Other Tender Procedures.

SECTION 10.  Negative Covenants

Holdings, the Borrower and the Canadian Borrower hereby covenant and agree that on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and

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each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder, are paid in full:

10.1.        Limitation on Indebtedness.  (a)  Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

(i)      Indebtedness arising under the Credit Documents;

(ii)     Indebtedness of (x) Holdings or the Borrower to any Subsidiary of the Borrower and (y) subject to compliance with Section 10.5(g), any Subsidiary to Holdings, the Borrower or any other Restricted Subsidiary of the Borrower;

(iii)    Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business;

(iv)    except as provided in clauses (x) and (xi) below, subject to compliance with Section 10.5(g), Guarantee Obligations incurred by (x) Restricted Subsidiaries in respect of Indebtedness of Holdings, the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement, (y) the Borrower in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement and (z) any Foreign Subsidiary in respect of Indebtedness of any other Foreign Subsidiary that is permitted to be incurred under this Agreement, provided that no Guarantee in respect of the Senior Subordinated Notes or Permitted Additional Notes shall be permitted unless such Guarantee is made by a Guarantor and such Guarantee is unsecured and subordinated to the Guarantee by such Guarantor of the Obligations on terms at least as favorable to the Lenders as those contained in the Senior Subordinated Notes or Permitted Additional Notes;

(v)     Guarantee Obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors and licensees;

(vi)    (x) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of Capital Expenditures permitted by Section 10.11, (y) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (z) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof and Capital Leases entered into pursuant to subclauses (x) and (y) above, provided, that the aggregate amount of Indebtedness incurred pursuant to this subclause (z) shall not exceed $35,000,000 at any time outstanding, and (iv) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (x), (y) or (z) above, provided that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, plus the amount

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of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith;

(vii)   Indebtedness outstanding on the date hereof (other than the Existing Opco Notes) and listed on Schedule 10.1 and any refinancing, refunding, renewal or extension thereof, provided that (i) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith, except to the extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed;

(viii)  Indebtedness in respect of Hedge Agreements;

(ix)    Indebtedness in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $500,000,000 (or such lesser aggregate principal amount as may be incurred on the Closing Date);

(x)     (A) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition, provided that (w) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such person that so becomes a Restricted Subsidiary), (y) (1) the capital stock of such Person is pledged to the Administrative Agent to the extent required under Section 9.12 and (2) such Person executes a supplement to each of the applicable Guarantee Agreement and the applicable Security Agreements (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agent) to the extent required under Sections 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (I) such Indebtedness and (II) all Indebtedness as to which the proviso to clause (xi)(A)(y) below then applies, and (B) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (A) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith, and (y) the direct and contingent obligors with respect to such Indebtedness are not changed;

(xi)    (A) Indebtedness of the Borrower or any Restricted Subsidiary (including any Permitted Additional Notes) incurred to finance a Permitted Acquisition, provided

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that (x) except in the case of Permitted Additional Notes, such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the “acquired Person”) as a result of such Permitted Acquisition or the Restricted Subsidiary so incurring such Indebtedness) or, in the case of Indebtedness of any Restricted Subsidiary, subject to compliance with Section 10.5(g), by the Borrower and (y)(1) the Borrower pledges the capital stock of such acquired Person to the Administrative Agent to the extent required under Section 9.12 and (2) such acquired Person executes a supplement to the applicable Guarantee Agreement and the applicable Security Agreements (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agent) to the extent required under Sections 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (I) such Indebtedness and (II) all Indebtedness as to which the proviso to clause (x)(A)(y) above then applies, and (B) any refinancing, refunding, renewal or extension of any such Indebtedness, provided that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith, and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder;

(xii)   Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(xiii)  (A) additional Indebtedness and (B) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (A) above; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (xiii) shall not at any time exceed $100,000,000; provided, however, that not more than $35,000,000 in aggregate principal amount of Indebtedness of the Borrower or any Restricted Subsidiary (other than a Restricted Foreign Subsidiary) incurred under this clause (xiii) shall be secured;

(xiv)  Indebtedness in respect of Permitted Additional Notes to the extent that the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term Loans in accordance with Section 5.2; and

(xv)   amounts owing in respect of the Specified Existing Notes prior to the implementation of the Post-Closing Other Tender Procedures in accordance with Section 9.18 and the Unpaid Refinancing Amount for a period of up to 35 days after the Closing Date.

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(b)           Holdings and the Borrower will not issue any preferred stock or other preferred equity interests other than Qualified PIK Securities.

10.2.        Limitation on Liens.  Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except:

(a)           Liens arising under the Credit Documents;

(b)           Permitted Liens;

(c)           Liens securing Indebtedness permitted pursuant to Section 10.1(a)(vi), provided that such Liens attach at all times only to the assets so financed, and Liens on the assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 10.1(a)(xiii);

(d)           Liens existing on the date hereof and listed on Schedule 10.2;

(e)           the replacement, extension or renewal of any Lien permitted by clauses (a) through (d) above and clause (f) of this Section 10.2 upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby;

(f)            Liens existing on the assets of any Person that becomes a Restricted Subsidiary, or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(a)(x), provided that such Liens attach at all times only to the same assets that such Liens attached to, and secure only the same Indebtedness that such Liens secured, immediately prior to such Permitted Acquisition;

(g)           (i) Liens placed upon the capital stock of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness of the Borrower or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount incurred pursuant to Section 10.1(a)(xi) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a guarantee by such Restricted Subsidiary of any such Indebtedness of the Borrower or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount; and

(h)           additional Liens so long as the aggregate principal amount of the obligations so secured does not exceed $35,000,000 at any time outstanding.

10.3.        Limitation on Fundamental Changes.  Except as expressly permitted by Section 10.4 or 10.5, Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),

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or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

(a)           any Subsidiary of the Borrower or any other Person may be merged or consolidated with or into the Borrower, provided that (i) the Borrower shall be the continuing or surviving corporation or the Person formed by or surviving any such merger or consolidation (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Default or Event of Default would result from the consummation of such merger or consolidation, (iv) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, (v) Holdings and each US Subsidiary Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the applicable Guarantee confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (vi) each grantor and each pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreements confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (viii) the Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document comply with this Agreement (y) all necessary Patriot Act information relating to the Successor Borrower; provided further that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement;

(b)           any Subsidiary of the Canadian Borrower or any other Person may be merged, amalgamated or consolidated with or into the Canadian Borrower, provided that (i) the Canadian Borrower shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than the Canadian Borrower) shall be a corporation organized or existing under the laws of Canada (the Canadian Borrower or such Person, as the case may be, being herein referred to as the “Successor Canadian Borrower”), (ii) the Successor Canadian Borrower (if other than the Canadian Borrower) shall expressly assume all the obligations of the Canadian Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or

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consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (v) Holdings, the Borrower, each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the applicable Guarantee confirmed that its Guarantee shall apply to the Successor Canadian Borrower’s obligations under this Agreement, (vi) each grantor and each pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the applicable Security Document confirmed that its obligations thereunder shall apply to the Successor Canadian Borrower’s obligations under this Agreement, (vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Canadian Borrower’s obligations under this Agreement, and (viii) the Canadian Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate and an opinion of counsel, each stating that such merger, amalgamation or consolidation, such supplement to this Agreement or any Security Document and such amendment or restatement to any applicable Mortgage, as the case may be, comply with this Agreement and (y) all necessary Patriot Act information relating to the Successor Canadian Borrower; provided further that if the foregoing are satisfied, the Successor Canadian Borrower (if other than the Canadian Borrower) will succeed to, and be substituted for, the Canadian Borrower under this Agreement;

(c)           any Subsidiary of the Borrower (other than the Canadian Borrower) or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower (other than the Canadian Borrower), provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more US Subsidiary Guarantors and/or Canadian Subsidiary Guarantors, as the case may be, a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as the case may be, shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as the case may be) shall execute a supplement to the applicable Guarantee Agreement and the Security Agreements and any applicable Mortgage or the analogous Canadian Security Documents, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent, in order to become a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as the case may be, and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, and (v) the Borrower shall have delivered to the Administrative Agent an Officers’ Certificate stating that

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such merger, amalgamation or consolidation and such supplements to any Security Document comply with this Agreement;

(d)           any Restricted Subsidiary that is not a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, the Canadian Borrower, a US Subsidiary Guarantor, a Canadian Subsidiary Guarantor or any other Restricted Subsidiary of the Borrower, subject to compliance with Section 10.5(g);

(e)           any Guarantor or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, the Canadian Borrower or any other Guarantor or Subsidiary Guarantor; and

(f)            any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve if (x) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Credit Party, any assets or business not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Credit Party after giving effect to such liquidation or dissolution.

10.4.        Limitation on Sale of Assets.  Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s capital stock, except that:

(a)           the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of used or surplus equipment, vehicles, inventory and other assets in the ordinary course of business;

(b)           the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (other than accounts receivable) for fair market value, provided that (i) the total non-cash consideration received since the Closing Date in respect of sales, transfers and dispositions for which less than 50% of such consideration consisted of cash shall not exceed $100,000,000 (it being agreed that, with respect to any one or more sale, transfer or disposition in which such $100,000,000 limitation is exceeded, at least 50% of the portion of the consideration in excess of the then available portion of such $100,000,000 shall consist of cash), (ii) any non-cash proceeds received are pledged to the Administrative Agent to the extent required under Section 9.12, (iii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Borrower shall be in compliance, on a pro forma basis after giving effect to such sale, transfer or disposition, with the covenants set forth in

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Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Sections as if such sale, transfer or disposition had occurred on the first day of such Test Period and (iv) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing;

(c)           the Borrower and the Restricted Subsidiaries may make sales of assets to the Borrower or to any Restricted Subsidiary, provided that with respect to any such sales to Restricted Subsidiaries that are not Guarantors (i)  such sale, transfer or disposition shall be for fair market value, (ii) the total non-cash consideration received since the Closing Date in respect of such sales, transfers and dispositions for which less than 50% of such consideration consisted of cash shall not exceed $100,000,000 (it being agreed that, with respect to any one or more sale, transfer or disposition in which such $100,000,000 limitation is exceeded, at least 50% of the portion of the consideration in excess of the then available portion of such $100,000,000 shall consist of cash) and (iii) any non-cash proceeds received are pledged to the Administrative Agent to the extent required under Section 9.12;

(d)           any Restricted Subsidiary may effect any transaction permitted by Section 10.3;

(e)           in addition to selling or transferring accounts receivable pursuant to the other provisions hereof, the Borrower and the Restricted Subsidiaries may (i) sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and (ii) sell or transfer accounts receivable and related rights pursuant to customary receivables financing facilities so long as, in the case of clauses (i) and (ii), the Net Cash Proceeds thereof to the Borrower and its Restricted Subsidiaries (except in the case of transactions permitted by Section 10.4(e)(i) to the extent the Net Cash Proceeds of any such transaction do not exceed $10,000) are promptly applied to the prepayment of Loans and/or commitment reductions as provided for in Section 5.2; and

(f)            the Borrower and its Restricted Subsidiaries may lease, or sub-lease, any real property or personal property in the ordinary course of business.

10.5.        Limitation on Investments.  Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, make any advance, loan, extensions of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets of, or make any other Investment in, any Person, except:

(a)           extensions of trade credit and asset purchases in the ordinary course of business;

(b)           Permitted Investments;

(c)           loans and advances to officers, directors and employees of the Borrower or any of its Subsidiaries in an aggregate principal amount at any time outstanding under this

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clause (c) (determined without regard to any write-downs or write-offs of such loans or advances) not exceeding $25,000,000;

(d)           Investments existing on the date hereof and listed on Schedule 10.5 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the amount of such Investments existing on the date hereof;

(e)           Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the ordinary course of business;

(f)            Investments to the extent that payment for such Investments is made solely with capital stock of Holdings;

(g)           Investments in (i) any Guarantor or the Borrower and (ii) in Restricted Subsidiaries that are not Guarantors, in the case of this clause (g)(ii), in an aggregate amount not to exceed $15,000,000 plus the Applicable Amount at any time outstanding;           

(h)           Investments constituting Permitted Acquisitions, provided that the aggregate amount of any such investment, as valued at the fair market value of such investment at the time each such investment is made, made by the Borrower or any Restricted Subsidiary in any Restricted Foreign Subsidiary, to the extent that such Restricted Foreign Subsidiary does not become a Subsidiary Guarantor pursuant to Section 9.11 and does not enter into the guarantee and collateral arrangements contemplated thereby, shall not exceed the Applicable Amount at the time of such investment plus an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such investment (which amount shall not exceed the amount of such investment valued at the fair market value of such investment at the time such investment was made);

(i)            (i) Investments (including Investments in Minority Investments and Unrestricted Subsidiaries) and (ii) Investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries, in each case, as valued at the fair market value of such Investment at the time each such Investment is made, (A) in an amount that, at the time such Investment is made, would not exceed the sum of (x) the Applicable Amount at such time plus (y) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such Investment (which amount shall not exceed the amount of such Investment valued at the fair market value of such Investment at the time such Investment was made) and/or (B) in the case of clause (ii) only, in any amount that, at the time such Investment is made, would be permitted to be expended as a Capital Expenditure under Section 10.11, to the extent that (x) such joint venture owns an interest in assets the addition of which would have been a Capital Expenditure if acquired or constructed, and owned, directly by the Borrower or a Restricted Subsidiary, and (y) the ability of the Borrower and/or one or more Restricted Subsidiaries to receive cash flows attributable to its interest therein

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substantially as they would if they directly owned such asset or portion thereof is not prohibited by contract, applicable law or otherwise;

(j)            Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 10.4(b) or (c);

(k)           Investments made to repurchase or retire common stock of the Parent or Holdings owned by any employee stock ownership plan or key employee stock ownership plan of the Parent, Holdings or the Borrower; and

(l)            Investments permitted under Section 10.6.

10.6.        Limitation on Dividends.  Holdings and the Borrower will not declare or pay any dividends (other than dividends payable solely in its capital stock) or return any capital to its stockholders or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock or the capital stock of any direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “dividends”), provided that so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) each of Holdings and the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) the Borrower may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) held by officers, directors and employees of Parent, Holdings, the Borrower and its Subsidiaries, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) each of Holdings and the Borrower may declare and pay dividends on its capital stock, provided that the amount of any such dividends pursuant to this clause (c) shall not exceed an amount equal to the Applicable Amount at such time, (d) the Borrower may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions to Parent, solely to pay administrative and similar expenses related to ownership of the Borrower and Holdings, provided that the amount of such dividends does not exceed in any fiscal year the amount of such expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year), and (e) at any time on or after April 30, 2009, the Borrower may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay

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dividends and/or make distributions to Parent, in each case in an amount not in excess of the amount of regularly scheduled cash interest payable during the period of 45 days following the date of such dividend or distribution on outstanding Parent Discount Notes, provided that (i) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than 45 days prior to the date when such cash interest is required to be paid by Parent and the proceeds must be applied by Parent to the payment of such interest when due and (ii) the Borrower and the Restricted Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 10.10 after giving effect to such dividend or distribution.

10.7.        Limitations on Debt Payments and Amendments; Unpaid Refinancing Amount.  (a)  Holdings, the Borrower and the Canadian Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption, or (y) with the proceeds of Subordinated Indebtedness that (1) is permitted by Section 10.1 (other than Section 10.1(a)(xiv)) and (2) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced.

(b)           Holdings, the Borrower and the Canadian Borrower will not, and will not permit any Restricted Subsidiary to, waive, amend, modify, terminate or release any Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect.

(c)           The Borrower may make payments to the extent necessary to pay the Unpaid Refinancing Amount, if any, provided such payment is made within 35 days of the Closing Date.

10.8.        Limitations on Sale Leasebacks.  The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale Leasebacks.

10.9.        Consolidated Total Debt to Consolidated EBITDA Ratio.  The Borrower will not permit the Consolidated Total Debt to Consolidated EBITDA Ratio (with Seasonal Revolving Indebtedness being excluded from Consolidated Total Debt for purposes of calculating such ratio in respect of each Test Period ending on the last day of the third fiscal quarter in each fiscal year of the Borrower) for any Test Period ending on the last day of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such fiscal quarter:

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Fiscal Year	Fiscal Quarters	Ratio
2005	First, Second, Third and Fourth	6.00 to 1.00
2006	First, Second, Third and Fourth	5.75 to 1.00
2007	First and Second	5.50 to 1.00
2007	Third and Fourth	5.25 to 1.00
2008	First, Second, Third and Fourth	5.00 to 1.00
2009	First, Second, Third and Fourth	4.75 to 1.00
2010	First and Second	4.50 to 1.00
Each Fiscal Quarter Thereafter		4.25 to 1.00

10.10.      Consolidated EBITDA to Consolidated Interest Expense Ratio.  The Borrower will not permit the Consolidated EBITDA to Consolidated Interest Expense Ratio for any Test Period ending on the last day of any fiscal quarter of the Borrower set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Year	Fiscal Quarters	Ratio
2005	First, Second and Third	2.00 to 1.00
2005	Fourth	2.10 to 1.00
2006	First, Second and Third	2.10 to 1.00
2006	Fourth	2.20 to 1.00
2007	First and Second and Third	2.20 to 1.00
2007	Fourth	2.30 to 1.00
2008	First, Second and Third	2.30 to 1.00
2008	Fourth	2.40 to 1.00
2009	First, Second and Third	2.40 to 1.00
Each Fiscal Quarter Thereafter		2.50 to 1.00

10.11.      Capital Expenditures.  The Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures), that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year of the Borrower (including the whole fiscal year of 2004) to exceed the greater of (a) 5% of net sales of the Borrower and the Restricted Subsidiaries for the immediately preceding fiscal year (as set forth in the Section 9.1 Financials with respect to such fiscal year) and (b) $75,000,000 (such greater amount, subject to the last paragraph of this Section 10.11, the “Permitted Capital Expenditure Amount”); provided that, with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year of the Borrower subsequent thereto (to the extent the Permitted Capital Expenditure Amount for such subsequent fiscal year is established based on clause (b) of the definition of such term), the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the greater of (i) 110% of the amount of capital expenditures (determined in accordance with GAAP) made by the Acquired Entity or Business for the twelve month period immediately preceding the consummation of such Permitted Acquisition and (ii) 5% of the net sales of the Acquired Entity or Business for such twelve month period (as set forth in the audited financial statements of such Acquired Entity or Business for such period or, if such audited

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financial statements are not available, as set forth in the most recent financial statements of such Acquired Entity or Business delivered to the Borrower by such Acquired Entity or Business or the seller thereof in connection with such Permitted Acquisition) (such greater amount, the “Acquired Permitted Capital Expenditure Amount”); provided further that, with respect to the fiscal year of the Borrower during which any such Permitted Acquisition occurs, the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year of the Borrower and the denominator of which is 365.

Notwithstanding anything to the contrary in the preceding paragraph, to the extent that Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year (after giving effect to any increase in such amount pursuant to the first and second provisos in the preceding paragraph), 100% of such unused amount (each such amount, a “carry-forward amount”) may be carried forward and utilized to make Capital Expenditures in the immediately succeeding fiscal year and/or the second succeeding fiscal year following the fiscal year in which such carry-forward amount arose.

Notwithstanding the foregoing, the aggregate amount available for Permitted Capital Expenditures for any fiscal year shall be reduced at the time of and in the amount of any Investment made pursuant to clause (B) of Section 10.5(i) during such fiscal year.

SECTION 11.  Events of Default.

Upon the occurrence of any of the following specified events (each an “Event of Default”):

11.1.        Payments.  The Borrower or the Canadian Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue for five or more days, in the payment when due of any interest or stamping fees on the Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under any other Credit Document; or

11.2.        Representations, etc.  Any representation, warranty or statement made or deemed made by any Credit Party herein or in any Security Document or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

11.3.        Covenants.  Any Credit Party shall (a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(e) or Section 10 or (b) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained in this Agreement, any Security Document or the Amended and Restated Fee Letter dated August 26, 2004 between the Borrower and the Agents and such default shall continue unremedied

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for a period of at least 30 days after receipt of written notice by the Borrower from the Administrative Agent or the Required Lenders; or

11.4.        Default Under Other Agreements.  (a) Holdings, the Borrower, the Canadian Borrower or any of the other Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $50,000,000 in the aggregate, for Holdings, the Borrower, the Canadian Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; or

11.5.        Bankruptcy, etc.  Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy,” or (b) in the case of the Canadian Borrower and any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, insolvency reorganization or relief of debtors legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary and the petition is not controverted within 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, trustee, liquidator or similar person is appointed for, or takes charge of, all or any substantial part of the property of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary and such appointment continues undischarged or unstayed for a period of 60 days; or Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, adjustment of debt, winding up, relief of debtors, dissolution, receivership, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary; or there is commenced against Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary is

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adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

11.6.        ERISA.  (a)  (i)  Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan or to appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall have an accumulated funding deficiency (whether or not waived); the Borrower or any Subsidiary or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including the giving of written notice thereof); (ii) there could result from any event or events set forth in clause (i) of this Section 11.6(a) the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (iii) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect, or (b)  (i) the Canadian Borrower, any Subsidiary or any Affiliate shall have failed to make any required contribution, installment or other payment pursuant to applicable laws or regulations with respect to a Canadian Pension Plan or Canadian Benefit Plan, or any other event shall have occurred, giving rise to a lien (statutory or otherwise) against, or deemed trust in respect of, any of the assets of the Canadian Borrower, any Subsidiary or any Affiliate, or a waiver of the minimum funding requirements or an extension of any amortization period under applicable laws or regulations with respect to a Canadian Pension Plan or Canadian Benefit Plan is sought or granted; any Canadian Pension Plan is or shall have been terminated or is the subject of termination proceedings under applicable laws or regulations (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling any Governmental Authority to terminate any Canadian Pension Plan or Canadian Benefit Plan (including the giving of written notice thereof); the Canadian Borrower or any Subsidiary or any Affiliate has incurred or is likely to incur a liability to or on account of a Canadian Pension Plan or Canadian Benefit Plan arising due to breach by the Canadian Borrower, any Subsidiary or any Affiliate of their respective obligations pursuant to applicable laws or regulations (including the giving of written notice thereof); (ii) there could result from any event or events set forth in clause (i) of this Section 11.6(b) the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (iii) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect; or

11.7.        Guarantee.  The Guarantee Agreements or any material provision thereof shall cease to be in full force or effect or any Guarantor thereunder or any Credit Party shall deny or disaffirm in writing any Guarantor’s obligations under any Guarantee Agreement; or

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11.8.        Security Agreements.  The Security Agreements or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent or the Canadian Administrative Agent, as applicable, or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under any Security Agreement; or

11.9.        Mortgages.  Any Mortgage or any material provision of any Mortgage relating to any material portion of the Collateral shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any mortgagor thereunder or any Credit Party shall deny or disaffirm in writing any mortgagor’s obligations under any Mortgage; or

11.10.      Canadian Security Documents.  Any other Canadian Security Document or any material provision of any other Canadian Security Document shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Canadian Administrative Agent or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantors obligations under any Canadian Security Document; or

11.11.      Judgments.  One or more judgments or decrees shall be entered against Holdings, the Borrower, the Canadian Borrower or any of the Restricted Subsidiaries involving a liability of $50,000,000 or more in the aggregate for all such judgments and decrees for Holdings, the Borrower and the Restricted Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage after having been notified thereof) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or

11.12.      Change of Control.  A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, the Canadian Administrative Agent or any Lender to enforce its claims against the Borrower and the Canadian Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice):  (i) declare the US Total Revolving Credit Commitment terminated and the Canadian Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith

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due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the Canadian Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower and the Canadian Borrower to pay (and the Borrower and the Canadian Borrower agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, the Canadian Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent or the Canadian Administrative Agent, as applicable, at its Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s and the Canadian Borrower’s respective reimbursement obligations for (x) Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding and (y) the full face amount of Bankers’ Acceptances outstanding prior to their maturity dates.

SECTION 12.  The Administrative Agent

12.1.        Appointment.  Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto, including entering into the Intercreditor Agreement.  Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.

12.2.        Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to seek advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

12.3.        Exculpatory Provisions.  Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower, the Canadian Borrower, any Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness,

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enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of the Borrower, the Canadian Borrower, any Guarantor or any other Credit Party to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower or the Canadian Borrower.

12.4.        Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower and/or the Canadian Borrower), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action or both.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

12.5.        Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders (except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

12.6.        Non-Reliance on Administrative Agent and Other Lenders.  Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, the Canadian Borrower, any Guarantor or any other Credit Party, shall be

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deemed to constitute any representation or warranty by the Administrative Agent to any Lender.  Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Canadian Borrower, any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Canadian Borrower, any Guarantor and any other Credit Party.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower, the Canadian Borrower, any Guarantor or any other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

12.7.        Indemnification.  The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower or the Canadian Borrower and without limiting the obligation of the Borrower and the Canadian Borrower to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.  The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

12.8.        Administrative Agent in its Individual Capacity.  The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower, the Canadian Borrower, any Guarantor and any other Credit Party as though the Administrative Agent were not the Administrative Agent hereunder and

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under the other Credit Documents.  With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

12.9.        Successor Agent.  The Administrative Agent may resign as Administrative Agent upon 20 days’ prior written notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Borrower (which approval shall not be unreasonably withheld) so long as no Default or Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Credit Documents.

12.10.      Withholding Tax.  To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any authority of the United States, Canada or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

12.11.      Canadian Administrative Agent.  Each of the Lenders hereby agrees and confirms that the provisions of this Section 12 shall apply mutatis mutandis to the Canadian Administrative Agent as if each reference to the Administrative Agent were a reference to the Canadian Administrative Agent unless the context clearly indicates otherwise upon the same terms and subject to the same conditions as provided in this Section 12; provided, that any successor Canadian Administrative Agent shall be a Canadian Resident with an office in Toronto, Canada or Montreal, Canada having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank which is also a bank and a Canadian Resident.

12.12.      Other Agents; Arrangers and Bookrunners.None of the Lenders or other Persons identified on the cover page of this Agreement as a “sole lead arranger,” “sole

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bookrunner,” “co-arranger,” “co-syndication agent” or “documentation agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement in their respective capacities as such, but shall be entitled to all the benefits of this Section 12 applicable to the Administrative Agent.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 13.  Miscellaneous

13.1.        Amendments and Waivers.  Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1.  The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall directly (i) forgive any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate, or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Lender’s Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 13.8(a), in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definitions of the terms “Required Lenders”, “Required Tranche A Term Loan Lenders” and “Required Tranche B Term Loan Lenders” or consent to the assignment or transfer by the Borrower or the Canadian Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each case without the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Section 3 without the written consent of each Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender, or (vi) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially all of the Guarantors under the Guarantee Agreements (except as expressly permitted by the applicable Guarantee Agreement), or release all or substantially all of the Collateral under the Security

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Agreements, the other Canadian Security Documents and the Mortgages, in each case without the prior written consent of each Lender, or (viii) amend Section 2.9 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, without the written consent of each Lender directly and adversely affected thereby, or (ix) decrease any Tranche A Repayment Amount, extend any scheduled Tranche A Repayment Date or decrease the amount or allocation of any mandatory prepayment to be received by any Lender holding any Tranche A Term Loans, in each case without the written consent of the Required Tranche A Term Loan Lenders, or (x) decrease any Tranche B Repayment Amount, extend any scheduled Tranche B Repayment Date or decrease the amount or allocation of any mandatory prepayment to be received by any Lender holding any Tranche B Term Loans, in each case without the written consent of the Required Tranche B Term Loan Lenders.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, the Canadian Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans.  In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

13.2.        Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile transmission), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrower, the Canadian Borrower, the Administrative Agent and the Canadian Administrative Agent, and as set forth on Schedule 1.1(c) in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto:

The Borrower:	Jostens IH Corp.
	5501 American Boulevard West
	Minneapolis, Minnesota 55437
	Attn:  David A. Tayeh
	Fax:   (952) 830-3293
The Canadian Borrower:	Jostens Canada Ltd.
	180-117 King Edward Street
	Winnipeg, Manitoba R3H0Y3
	Attn:  Robert Sigurdson
	Fax:   (204) 774-8619

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The Administrative Agent:	Credit Suisse First Boston
	Eleven Madison Avenue
	OMA-2
	New York, New York 10010
	Attention: Agency Group Manager
	Fax:   (212) 325-8304
	with a copy to:
	Credit Suisse First Boston
	Eleven Madison Avenue
	New York, NY 10010
	Attention: Robert Hetu
	Fax:   (212) 743-1857
The Canadian Administrative	Credit Suisse First Boston Toronto
Agent:	Branch
	One First Canadian Place,
	Suite 3000, P.O. Box 301,
	Toronto, Ontario
	Canada M5X 1C9
	Attention: Edith Chan
	Fax:   (416) 352-4574

provided that any notice, request or demand to or upon the Administrative Agent, the Canadian Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective until received.

13.3.        No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Canadian Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

13.4.        Survival of Representations and Warranties.  All representations and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

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13.5.        Payment of Expenses and Taxes.  The Borrower and the Canadian Borrower agree (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents, (b) to pay or reimburse each Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Borrower and the Canadian Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified to the extent so determined in the final, non-appelable judgment of a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees.  The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

13.6.        Successors and Assigns; Participations and Assignments.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Letter of Credit Issuer that issues any Letter of Credit), except that (i) Holdings, the Borrower and the Canadian Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Holdings, the Borrower or the Canadian Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative

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Agent, the Canadian Administrative Agent, the Letter of Credit Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)           (i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not be unreasonably withheld or delayed; it being understood that, without limitation, the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:

(A)          the Borrower (which consent shall not be unreasonably withheld or delayed), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender (unless increased costs would result therefrom except if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing), an Approved Fund, or if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing, any other assignee; and

(B)           the Administrative Agent, and, in the case of Revolving Credit Commitments, Revolving Credit Loans or Letters of Credit only, the Swingline Lender and the applicable Letter of Credit Issuer, provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii)           Assignments shall be subject to the following additional conditions:

(A)          except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $2,500,000 (or, in the case of a Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Tranche A Term Loan or Tranche B Term Loan, $1,000,000), and increments of $1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent otherwise consents, provided that no such consent of the Borrower shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; provided further that contemporaneous assignments to a single assignee made by Affiliate Lenders shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

(B)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of

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all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C)           the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and

(D)          the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by the Administrative Agent the “Administrative Questionnaire”; and

(E)           so long as no Event of Default has occurred and is continuing, with respect to any assignment of the Canadian Revolving Credit Commitments, the assignee shall be a Canadian Resident and it or its Related Affiliate shall also be either a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) or a Non-US Lender that has fulfilled the requirements of Section 5.4(b).

For the purpose of this Section 13.6(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

(iii)          Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)          The Administrative Agent, acting for this purpose as an agent of the Borrower and the Canadian Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and any payment made by any Letter of Credit Issuer under any Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  In the case of a Lender in respect of a Canadian Revolving

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Credit Commitment or a Canadian Letter of Credit Commitment, the Register shall also record the address of the lending office of the Lender through which such Lender acts under this Agreement and whether or not the Lender is a Canadian Resident.  Further, the Register shall contain the name and address of the Administrative Agent and the Canadian Administrative Agent and the lending office through which each such Person acts under this Agreement.  The entries in the Register shall be conclusive, and the Borrower, the Canadian Borrower, the Administrative Agent, the Canadian Administrative Agent, the Letter of Credit Issuers and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, the Canadian Borrower, any Letter of Credit Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)           Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)           (i)  Any Lender may, without the consent of the Borrower, the Canadian Borrower, the Administrative Agent, the Canadian Administrative Agent, any Letter of Credit Issuer or the Swingline Lender, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Canadian Borrower, the Administrative Agent, the Canadian Administrative Agent, the Letter of Credit Issuers and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 13.1 that affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower and the Canadian Borrower agree that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.4 to the same extent as if it were a Lender (subject to the requirements of those Sections) and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each

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Participant also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender, provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender.

(ii)           A Participant shall not be entitled to receive any greater payment under Section 2.10 or 5.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld).

(d)           Any Lender may, without the consent of or notice to the Borrower or the Administrative Agent or any other Person, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.  In order to facilitate such pledge or assignment, the Borrower and the Canadian Borrower hereby agree that, upon request of any Lender at any time and from time to time after the Borrower has made its initial borrowing hereunder, the Borrower or the Canadian Borrower, as the case may be, shall provide to such Lender, at the Borrower’s or the Canadian Borrower’s own expense, a promissory note, substantially in the form of Exhibit K-1, K-2 or K3, as the case may be, evidencing the Tranche A Term Loans, Tranche B Term Loans and New Tranche B Term Loans, and Revolving Credit Loans and Swingline Loans, respectively, owing to such Lender.

(e)           Subject to Section 13.16, the Borrower and the Canadian Borrower authorize each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower and its Affiliates in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.

(f)            Each Person that is or becomes a Lender or Canadian Administrative Agent in respect of the Canadian Revolving Credit Commitment or Canadian Letter of Credit Commitment shall (i) promptly direct the Administrative Agent to record in the Register the information described in Section 13.6(b)(iv) of this Agreement, (ii) upon written request made by Canadian Borrower, deliver to the Canadian Borrower and the Administrative Agent such certificates, forms, documents, or other evidence as may be applicable and determined by the Canadian Borrower, acting reasonably, to be reasonably satisfactory to determine whether such Person is a Canadian Resident, and (iii) promptly direct the Administrative Agent to amend the Register to reflect any change in the information contained therein with respect to such Person.

13.7.        Replacements of Lenders under Certain Circumstances.  (a)  The Borrower (on its own behalf and on behalf of the Canadian Borrower) shall be permitted to

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replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the Borrower and/or the Canadian Borrower, as applicable, shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iii) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (v) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Canadian Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

(b)           If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that: (a) all Obligations of Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon.  In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.1.

13.8.        Adjustments; Set-off.  (a)  If any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

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(b)           After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower or the Canadian Borrower, any such notice being expressly waived by the Borrower and the Canadian Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower or the Canadian Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower or the Canadian Borrower, as the case may be.  Each Lender agrees promptly to notify the Borrower or the Canadian Borrower, as the case may be, and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

13.9.        Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

13.10.      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.11.      Integration.  This Agreement and the other Credit Documents represent the agreement of the Borrower, the Canadian Borrower, the Administrative Agent, the Canadian Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Canadian Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

13.12.      GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13.13.      Submission to Jurisdiction; Waivers.  Holdings, the Borrower and the Canadian Borrower each hereby irrevocably and unconditionally:

(a)           submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and

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enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)           consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)           agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 13.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)           waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages.

13.14.      Acknowledgments.  Each of Holdings, the Borrower and the Canadian Borrower hereby acknowledges that:

(a)           it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

(b)           none of the Administrative Agent, the Canadian Administrative Agent or any Lender has any fiduciary relationship with or duty to Holdings, the Borrower or the Canadian Borrower arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between Administrative Agent, the Canadian Administrative Agent and Lenders, on one hand, and Holdings, the Borrower or the Canadian Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)           no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower, the Canadian Borrower and the Lenders.

13.15.      WAIVERS OF JURY TRIAL.  HOLDINGS, THE BORROWER, THE CANADIAN BORROWER, THE ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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13.16.      Confidentiality.  The Administrative Agent, the Canadian Administrative Agent and each Lender shall hold all non-public information furnished by or on behalf of the Borrower or the Canadian Borrower in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or the Administrative Agent or the Canadian Administrative Agent pursuant to the requirements of this Agreement (“Confidential Information”), confidential in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure as required or requested by any regulatory or governmental agency or representative thereof or pursuant to legal process or to such Lender’s or the Administrative Agent’s or the Canadian Administrative Agent’s attorneys, professional advisors or independent auditors or Affiliates, provided that unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent and the Canadian Administrative Agent shall notify the Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Person or Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information, and provided further that in no event shall any Lender, the Administrative Agent or the Canadian Administrative Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary of the Borrower.  Each Lender, the Administrative Agent and the Canadian Administrative Agent agrees that it will not provide to prospective Transferees or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Loans made hereunder any of the Confidential Information unless such Person is advises of and agrees to be bound by the provisions of this Section 13.16.

13.17.      Judgment Currency.  (a)  The obligations of the Borrower and the Canadian Borrower hereunder and under the other Credit Documents to make payments in Dollars or in Canadian Dollars, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Canadian Administrative Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Canadian Administrative Agent or Lender under this Agreement or the other Credit Documents.  If, for the purpose of obtaining or enforcing judgment against the Borrower, the Canadian Borrower or any other Credit Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange prevailing, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b)           If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower and the Canadian Borrower each covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure

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that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c)           For purposes of determining the prevailing rate of exchange, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

13.18.      USA PATRIOT Act.  Each Lender hereby notifies the Borrower and the Canadian Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower and the Canadian Borrower, which information includes the name and address of the Borrower and the Canadian Borrower and other information that will allow such Lender to identify the Borrower and the Canadian Borrower in accordance with the Patriot Act.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

JOSTENS IH CORP.,
By:	/s/ David A. Tayeh
Name:  David A. Tayeh
Title:    Chief Financial Officer
JOSTENS CANADA LTD.,
By:	/s/ Michael Bailey
Name:  Michael Bailey
Title:    Chief Executive Officer
JOSTENS SECONDARY HOLDINGS CORP.,
By:	/s/ Marie Hlavaty
Name:  Marie Hlavaty
Title:    Secretary, Treasurer

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, individually as a Lender and as Administrative Agent, Swingline Lender and US Letter of Credit Issuer
By:	/s/ Robert Hetu
Name:  Robert Hetu
Title:    Director
By:	/s/ Vanessa Gomez
Name:  Vanessa Gomez
Title:    Associate

CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, individually as a Lender and as Canadian Administrative Agent and Canadian Letter of Credit Issuer
By:	/s/ Peter Chauvin
Name:  Peter Chauvin
Title:    Vice President
By:	/s/ Alain Daoust
Name:  Alain Daoust
Title:    Director

Signature Page to the Credit Agreement dated as of
October 4, 2004

Bank of America, N.A.
By:	/s/ Robert Klawinski
	Name:	Robert Klawinski
	Title:	Managing Director

Bank of America, N.A., through its Canada Branch
By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Assistant Vice President

Bayerische Hypo and Vereinsbank AG, New York Branch
By:	/s/ Hetal Selarke
	Name:	Hetal Selarke
	Title:	Associate Director
By:	/s/ Sven Schlessler
	Name:	Sven Schlessler
	Title:	Associate Director

Calyon New York Branch
By:	/s/ Miscah Zabotin
	Name:	Miscah Zabotin
	Title:	Managing Director
By:	/s/ Atilla Coach
	Name:	Atilla Coach
	Title:	Managing Director

CIT Lending Services Corporation
By:	/s/ John P. Sirico, II
	Name:	John P. Sirico, II
	Title:	Vice President

Commerzbank AG, New York and Grand Cayman Branches
By:	/s/ Douglas I. Glickman
	Name:	Douglas I. Glickman
	Title:	Vice President
By:	/s/ Henry J. Spark
	Name:	Henry J. Spark
	Title:	Assistant Vice President

Deutsche Bank AG Cayman Islands Branch
By:	/s/ Carin M. Keegan
	Name:	Carin M. Keegan
	Title:	Vice President
By:	/s/ Marguerite Sutton
	Name:	Marguerite Sutton
	Title:	Vice President

ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN AG
By:	/s/ John Fry
	Name:	John Fry
	Title:	Vice President
By:	/s/ Brian J. Lynch
	Name:	Brian J. Lynch
	Title:	First Vice President

General Electric Capital Corporation
By:	/s/ Vish Sathappan
	Name:	Vish Sathappan
	Title:	Its Duly Authorized Signatory

ING CAPITAL LLC
By:	/s/ David Scott Orner
	Name:	David Scott Orner
	Title:	Vice President

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Kentaro Akashi
	Name:	Kentaro Akashi
	Title:	Deputy General Manager

National City Bank
By:	/s/ Michael A. Moose
	Name:	Michael A. Moose
	Title:	Assistant Vice President

Sumitomo Mitsui Banking Corporation
By:	/s/ Leo E. Pagarigan
	Name:	Leo E. Pagarigan
	Title:	Senior Vice President

The Royal Bank of Scotland plc
By:	/s/ Ron Kantowitz
	Name:	Ron Kantowitz
	Title:	Managing Director

EX-10.2

Exhibit 10.2

EXECUTION COPY

US GUARANTEE

US GUARANTEE (this “Guarantee”) dated as of October 4, 2004, made among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), each of the subsidiaries of JOSTENS IH CORP., a Delaware corporation (the “Borrower”), listed on Annex A hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Holdings are referred to collectively as “Guarantors”) and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative Agent and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”).

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to the Borrowers and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrowers and their Subsidiaries (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with the Borrowers;

WHEREAS, each Subsidiary Guarantor is a Domestic Subsidiary of the Borrower;

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrowers to make valuable transfers to the Subsidiary Guarantors in connection with the operation of their respective businesses;

WHEREAS, each Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Guarantors shall have executed and delivered this Guarantee to the Administrative Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge

Agreements with the Borrowers, the Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

1.Defined Terms.

(a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b)As used herein, the term “Obligations” shall mean the collective reference to (i) the due and punctual payment of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers or any other Credit Party to any of the Secured Parties under the Credit Agreement and the other Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Credit Party under or pursuant to this Guarantee or the other Credit Documents, (iv) the due and punctual payment and performance of all obligations of each Credit Party under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or its affiliates arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds.

(c)As used herein, the term “Secured Parties” shall mean (i) the Lenders, (ii) the Letter of Credit Issuers, (iii) the Swingline Lender, (iv) the Administrative Agent, (v) the Canadian Administrative Agent, (vi) the other Agents, (vii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (viii) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Credit Document and (ix) any successors, indorsees, transferees and assigns of each of the foregoing.

(d)References to “Lenders” in this Guarantee shall be deemed to include affiliates of Lenders that may from time to time enter into Hedge Agreements with the Borrowers.

(e)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any

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particular provision of this Guarantee, and Section references are to Sections of this Guarantee unless otherwise specified.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(f)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.Guarantee.

(a)Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b)Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors.

(c)Each Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee.

(d)Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder.

(e)No payment or payments made by the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding.

(f)Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Secured Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

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3.Right of Contribution.  Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof.  The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

4.Right of Set-off.  In addition to any rights and remedies of the Secured Parties provided by law, each Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of an Event of Default without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, upon any amount becoming due and payable by such Guarantor hereunder (whether at stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of such Guarantor.  Each Secured Party shall notify such Guarantor promptly of any such set-off and the appropriation and application made by such Secured Party, provided that the failure to give such notice shall not affect the validity of such set-off and application.

5.No Subrogation.  Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against the Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by the Credit Parties on account of the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether due or to become due, in such order as the Administrative Agent may determine.

6.Amendments, etc. with Respect to the Obligations; Waiver of Rights.  Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any other

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Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto.  When making any demand hereunder against any Guarantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrowers or any Guarantor or guarantor, and any failure by the Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Borrowers or any Guarantor or guarantor or any release of the Borrowers or any Guarantor or guarantor shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor.  For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

7.Guarantee Absolute and Unconditional.  Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.  Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any of the Guarantors with respect to the Obligations.  Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative

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Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrowers against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance.  When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor.  This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.  A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower.  In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

8.Reinstatement.  This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

9.Payments.  Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the Administrative Agent’s Office.

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10.Representations and Warranties; Covenants.

(a)Each Guarantor hereby represents and warrants that the representations and warranties set forth in Section 8 of the Credit Agreement as they relate to such Guarantor or in the other Credit Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each other Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

(b)Each Guarantor hereby covenants and agrees with the Administrative Agent and each other Secured Party that, from and after the date of this Guarantee until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding, such Guarantor shall take, or shall refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Section 9 or 10 of the Credit Agreement, and so that no Default or Event of Default, is caused by any act or failure to act of such Guarantor or any of its Subsidiaries.

11.Authority of Agent.  Each Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Guarantee with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and such Guarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

12.Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

13.Counterparts.  This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Guarantee signed by all the parties shall be lodged with the Administrative Agent and the Borrower.

14.Severability.  Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

15.Integration.  This Guarantee represents the agreement of each Guarantor and the Administrative Agent with respect to the subject matter hereof, and there are no

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promises, undertakings, representations or warranties by the Administrative Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

16.Amendments in Writing; No Waiver; Cumulative Remedies. 

(a)None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Guarantor(s) and the Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

(b)Neither the Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 16(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or any Secured Party would otherwise have on any future occasion.

(c)The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

17.Section Headings.  The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

18.Successors and Assigns.  This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors and assigns except that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Administrative Agent or as otherwise permitted by the Credit Agreement.

19.Additional Guarantors.  Each Subsidiary of the Borrower that is required to become a party to this Guarantee pursuant to Section 9.11 of the Credit Agreement shall become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, for all purposes of this Guarantee upon execution and delivery by such Subsidiary of a Supplement in the form of Annex B hereto.  The execution and delivery of any instrument adding an additional Guarantor as a party to this Guarantee shall not require the consent of any other Guarantor hereunder.  The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guarantee.

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20.WAIVER OF JURY TRIAL.  EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

21.Submission to Jurisdiction; Waivers.  Each Guarantor hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Guarantee and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 12 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right of the Administrative Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Administrative Agent or any other Secured Party to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 21 any special, exemplary, punitive or consequential damages.

22.GOVERNING LAW.  THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

JOSTENS SECONDARY HOLDINGS CORP.
	By:	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary

SIGNATURE PAGE TO THE US GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director
	By	/s/ Vanessa Gomez
		Name:  Vanessa Gomez
		Title:    Associate

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	JOSTENS, INC.
	By:	/s/ David A. Tayeh
		Name:	David A. Tayeh
		Title:	Chief Finanical Officer

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	AKI, INC.
	By:	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	AKI HOLDING CORP.
	By:	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	AHC I ACQUISITION CORP.
	By:	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	ANTHOLOGY, INC.
	By:	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	IST, CORP.
	By:	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	PRECISION OFFSET PRINTING COMPANY, INC.
	By:	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	THE LEHIGH PRESS, INC.
	By:	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	VON HOFFMANN CORPORATION
	By:	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President

SIGNATURE PAGE TO THE U.S. GUARANTEE DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF JOSTENS IH CORP. LISTED ON ANNEX A HERETO, AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY GUARANTORS:
	VON HOFFMANN HOLDINGS INC.
	By:	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President

ANNEX A TO THE US

GUARANTEE

SUBSIDIARY GUARANTORS

ANNEX B TO THE US

GUARANTEE

SUPPLEMENT NO. [  ] dated as of [            ], 200_ to the US GUARANTEE dated as of October 4, 2004 (the “Guarantee”), among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), each of the subsidiaries of JOSTENS IH CORP., a Delaware corporation (“the Borrower”), listed on Annex A to the Guarantee (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Holdings are referred to collectively as the “Guarantors”) and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement referred to below.

A.  Reference is made to the CREDIT AGREEMENT dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), the Administrative Agent and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”).

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee.

C.  The Guarantors have entered into the Guarantee in order to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers.  Section 9.11 of the Credit Agreement and Section 19 of the Guarantee provide that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee in order to induce the Lenders and the Letter of Credit Issuers to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Administrative Agent and each New Guarantor agrees as follows:

SECTION 1.  In accordance with Section 19 of the Guarantee, each New Guarantor by its signature below becomes a Guarantor under the Guarantee with the same force and effect as if originally named therein as a Guarantor and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof.  Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor.  The Guarantee is hereby incorporated herein by reference.

SECTION 2.  Each New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.  This Supplement shall become effective as to each New Guarantor when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantor and the Administrative Agent.

SECTION 4.  Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each New Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 8.  Each New Guarantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.

IN WITNESS WHEREOF, each New Guarantor and the Administrative Agent have duly executed this Supplement to the Guarantee as of the day and year first above written.

[NAME OF NEW GUARANTOR]
	By
		Name:
		Title:

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By
		Name:
		Title:

By
	Name:
	Title:

EX-10.3

EXHIBIT 10.3

EXECUTION COPY

CANADIAN GUARANTEE

CANADIAN GUARANTEE (this “Guarantee”) dated as of October 4, 2004, made among JOSTENS IH Corp., a Delaware corporation, (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the subsidiaries of the Borrower listed on Schedule 1 hereto (the “US Subsidiary Guarantors”, and together with the Borrower, Holdings and any other Person that may become a party hereto by executing a Supplement to this Guarantee substantially in the form of Annex A to this Guarantee, collectively, the “Canadian Guarantors” and each a “Canadian Guarantor”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, CREDIT SUISSE FIRST BOSTON, as administrative agent and the Canadian Administrative Agent.

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Canadian Lenders have severally agreed to make Loans to the Canadian Borrower and the Canadian Letter of Credit Issuer has agreed to issue Letters of Credit for the account of the Canadian Borrower (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with the Canadian Borrower;

WHEREAS, each Canadian Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligation of the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement that the Canadian Guarantors shall have executed and delivered this Guarantee to the Canadian Administrative Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Canadian Borrower, the

Canadian Guarantors hereby agree with the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

1.  Defined Terms.

(a)  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b)  As used herein, the term “Obligations” shall mean the collective reference to (i) the due and punctual payment required to be made by the Canadian Borrower of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by the Canadian Borrower under the Credit Agreement in respect of any Canadian Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Canadian Borrower under the Credit Agreement and the other Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Canadian Borrower under or pursuant to the Credit Agreement and the other Credit Documents, (iii)  the due and punctual payment and performance of all obligations of the Canadian Borrower under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (iv) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed by the Canadian Borrower to the Canadian Administrative Agent or its affiliates arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds.

(c)  As used herein, the term “Secured Parties” means any of the following to whom an Obligation is owing (i) the Lenders, (ii) the Letter of Credit Issuers, (iii) the Swingline Lender, (iv) the Administrative Agent, (v) the Canadian Administrative Agent, (vi) the other Agents, (vii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (vii) the beneficiaries of each indemnification obligation undertaken by the Canadian Borrower under any Credit Document and (ix) any successors, indorsees, transferees and assigns of each of the foregoing.

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(d)  References to “Lenders” in this Guarantee shall be deemed to include affiliates of Lenders that may from time to time enter into Hedge Agreements with the Canadian Borrower.

(e)  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section references are to Sections of this Guarantee unless otherwise specified.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(f)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.  Guarantee.

(a)  Subject to the provisions of Section 2(b), each of the Canadian Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as a primary obligor and not merely as surety, to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b)  Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Canadian Guarantor hereunder and under any other Credit Documents shall in no event exceed the amount that can be guaranteed by such Canadian Guarantor under applicable laws relating to the insolvency of debtors.

(c)  Each Canadian Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) that may be paid or incurred by the Canadian Administrative Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Canadian Guarantor under this Guarantee.

(d)  Each Canadian Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Canadian Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Canadian Administrative Agent or any other Secured Party hereunder.

(e)  No payment or payments made by any of the Borrowers, any of the Canadian Guarantors, any other guarantor or any other Person or received or collected by the Canadian Administrative Agents or any other Secured Party from any of the Borrowers, any of the Canadian Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Canadian Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Canadian Guarantor in respect of the Obligations or

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payments received or collected from such Canadian Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Canadian Guarantor hereunder until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding.

(f)  As an original and independent obligation under this Guarantee, each Canadian Guarantor shall:  (a) indemnify the Canadian Administrative Agent and each of the other Secured Parties and keep the Canadian Administrative Agent and each of the other Secured Parties indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by the Canadian Borrower to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against the Canadian Borrower (including, but without limitation, all legal and other costs, charges and expenses incurred by the Canadian Administrative Agent or any of the other Secured Parties, in connection with preserving or enforcing, or attempting to preserve or enforce, its rights under this Guarantee and any cost or expense which is of the nature of extra-judicial professional fees payable by the Canadian Administrative Agent or any of the other Secured Parties in order to recover the capital and interest secured by any of the Canadian Security Documents even if such cost or expense cannot be secured by such Canadian Security Document); and (b) pay on demand the amount of such cost, loss, expense or liability whether or not the Canadian Administrative Agent or any of the other Secured Parties has attempted to enforce any rights against the Canadian Borrower or any other Person or otherwise.

(g)  The obligations of each Canadian Guarantor hereunder are independent of the Obligations and a separate action or actions may be brought and prosecuted against such Canadian Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Canadian Borrower or whether the Canadian Borrower is joined in any such actions or actions.

(h)  Each Canadian Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Canadian Administrative Agent or any other Secured Party on account of its liability hereunder, it will notify the Canadian Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

3.  Right of Contribution.  Each Canadian Guarantor hereby agrees that to the extent that a Canadian Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Canadian Guarantor shall be entitled to seek and receive contribution from and against any other Canadian Guarantor hereunder who has not paid its proportionate share of such payment.  Each Canadian Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof.  The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Canadian Guarantor to the Canadian Administrative Agent and the other Secured Parties, and each Canadian Guarantor shall remain liable to the Canadian Administrative Agent and the other Secured Parties for the full amount guaranteed by such Canadian Guarantor hereunder.

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4.  Right of Set-off.  In addition to any rights and remedies of the Secured Parties provided by law, each Canadian Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of an Event of Default without notice to such Canadian Guarantor or any other Canadian Guarantor, any such notice being expressly waived by each Canadian Guarantor, upon any amount becoming due and payable by such Canadian Guarantor hereunder (whether at stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of such Canadian Guarantor.  Each Secured Party shall notify such Canadian Guarantor promptly of any such set-off and the appropriation and application made by such Secured Party, provided that the failure to give such notice shall not affect the validity of such set-off and application.

5.  No Subrogation.  Notwithstanding any payment or payments made by any of the Canadian Guarantors hereunder or any set-off or appropriation and application of funds of any of the Canadian Guarantors by the Canadian Administrative Agent or any other Secured Party, no Canadian Guarantor shall be entitled to be subrogated to any of the rights of the Canadian Administrative Agent or any other Secured Party against the Canadian Borrower or any other Canadian Guarantor or any collateral security or guarantee or right of offset held by the Canadian Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Canadian Guarantor seek or be entitled to seek any contribution or reimbursement from the Canadian Borrower or any other Canadian Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Canadian Administrative Agent and the other Secured Parties by the Credit Parties on account of the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding.  If any amount shall be paid to any Canadian Guarantor on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held by such Canadian Guarantor in trust for the Canadian Administrative Agent and the other Secured Parties, segregated from other funds of such Canadian Guarantor, and shall, forthwith upon receipt by such Canadian Guarantor, be turned over to the Canadian Administrative Agent in the exact form received by such Canadian Guarantor (duly indorsed by such Guarantor to the Canadian Administrative Agent, if required), to be applied against the Obligations, whether due or to become due, in such order as the Canadian Administrative Agent may determine.

6.  Amendments, etc. with Respect to the Obligations; Waiver of Rights.  Each Canadian Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Canadian Guarantor and without notice to or further assent by any Canadian Guarantor, (a) any demand for payment of any of the Obligations made by the Canadian Administrative Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole

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or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Canadian Administrative Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Canadian Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Canadian Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto.  When making any demand hereunder against any Canadian Guarantor, the Canadian Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Canadian Borrower or any Canadian Guarantor or other guarantor of the Obligations, and any failure by the Canadian Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Canadian Borrower or any Canadian Guarantor or other guarantor of the Obligations or any release of the Canadian Borrower or any Canadian Guarantor or other guarantor of the Obligations shall not relieve any Canadian Guarantor in respect of which a demand or collection is not made or any Canadian Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Administrative Agent or any other Secured Party against any Canadian Guarantor.  For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

7.  Guarantee Absolute and Unconditional.  Each Canadian Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Canadian Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between the Canadian Borrower and any of the Canadian Guarantors, on the one hand, and the Canadian Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.  Each Canadian Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Canadian Borrower or any of the Canadian Guarantors with respect to the Obligations.  Each Canadian Guarantor understands and agrees that this Guarantee shall be construed as a

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continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Canadian Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by Canadian Borrower against the Canadian Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Canadian Borrower or such Canadian Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Canadian Borrower for the Obligations, or of such Canadian Guarantor under this Guarantee, in bankruptcy or in any other instance.  When pursuing its rights and remedies hereunder against any Canadian Guarantor, the Canadian Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Canadian Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Canadian Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Canadian Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Canadian Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Canadian Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Canadian Administrative Agent and the other Secured Parties against such Canadian Guarantor.  This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Canadian Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Canadian Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

8.  Reinstatement.  This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Canadian Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Canadian Borrower or any Canadian Guarantor, or upon or as a result of the appointment of a receiver, interim receiver, receiver and manager, intervenor or conservator of, or trustee or similar officer for, the Canadian Borrower or any Canadian Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

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9.  Payments.

(a)  Each Canadian Guarantor hereby guarantees that payments hereunder will be paid to the Canadian Administrative Agent without set-off or counterclaim in the currency in which the underlying Obligation is owed at the Canadian Administrative Agent’s Office.

(b)  Subject to the following sentence, all payments made by or on behalf of any Canadian Guarantor under this Guarantee or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes, franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Canadian Administrative Agent or any Canadian Lender and (ii) any taxes imposed on the Canadian Administrative Agent or any Canadian Lender as a result of a current or former connection between the Canadian Administrative Agent or such Canadian Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Canadian Administrative Agent or such Canadian Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Guarantee).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable under this Guarantee, the Canadian Guarantors shall increase the amounts payable to the Canadian Administrative Agent or such Canadian Lender to the extent necessary to yield to the Canadian Administrative Agent or such Canadian Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Guarantee.  Whenever any Non-Excluded Taxes are payable by any Canadian Guarantor, as promptly as possible thereafter such Canadian Guarantor shall send to the Canadian Administrative Agent for its own account or for the account of such Canadian Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Canadian Lender, acting reasonably) received by such Canadian Guarantor showing payment thereof.  If any Canadian Guarantor fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Canadian Administrative Agent the required receipts or other required documentary evidence, such Canadian Guarantor shall indemnify the Canadian Administrative Agent and the Canadian Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Canadian Administrative Agent or any Canadian Lender as a result of any such failure.  The agreements in this Section 9(b) shall survive the termination of this Guarantee and the payment of the Obligations and all other amounts payable hereunder.  The Canadian Guarantors shall not be required to indemnify or pay any additional amounts to any Lender or Administrative Agent in respect of Canadian withholding tax pursuant to paragraph (a) above to the extent that such Non-Excluded Taxes result from a failure by the Lender or Administrative Agent to comply with any certification, identification, information, documentation or other reporting requirement (collectively referred to in this Section 9(b) as a “Reporting Requirement”) if (i) compliance is required by law,

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regulation, administrative practice or any applicable tax treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding of Non-Excluded Taxes, and (ii) the Canadian Guarantor has first made written request to the Canadian Administrative Agent that the Lender or Administrative Agent comply with the particular Reporting Requirement (identified specifically in such request) and the Lender or Administrative Agent, as applicable, has not complied with such Reporting Requirement within 30 Business Days of such written request; provided however that no Canadian Guarantor shall be relieved of its obligation to indemnify or pay additional amounts to a Lender or Administrative Agent (x) where such obligation arose prior to Canadian Guarantor’s written request to Canadian Administrative Agent respecting such Reporting Requirement, (y) if, by reason of any change in any law, regulation, administrative practice or applicable tax treaty occurring after the date hereof, the Lender or Administrative Agent, as applicable, is unable to duly comply with such Reporting Requirement, or (z) to the extent that the additional payment or indemnity compensates the Lender or Administrative Agent for an amount to which the Lender or Administrative Agent would have been entitled to receive under paragraph (a) had the Lender or Administrative Agent, as applicable complied with the Reporting Requirement.

(c)  The obligations of the Canadian Guarantors hereunder and under the other Credit Documents to make payments in Dollars or in Canadian Dollars, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Canadian Administrative Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Canadian Administrative Agent or Lender under this Guarantee or the other Credit Documents.  If, for the purpose of obtaining or enforcing judgment against any Canadian Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange prevailing, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Canadian Guarantors each covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

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For purposes of determining the prevailing rate of exchange, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

(d)  If any Canadian Guarantor determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Canadian Lender or the Canadian Administrative Agent, as applicable, shall cooperate with such Canadian Guarantor in challenging such taxes at such Canadian Guarantor’s expense if so requested by such Canadian Guarantor.  If any Canadian Lender or the Canadian Administrative Agent receives a refund of a tax for which a payment has been made by any Canadian Guarantor pursuant to this Guarantee, which refund in the good faith judgment of such Canadian Lender or Canadian Administrative Agent, as the case may be, is attributable to such payment by any Canadian Guarantor, then the Canadian Lender or the Canadian Administrative Agent, as the case may be, shall reimburse the Canadian Guarantor for such amount (together with any interest received thereon) as the Canadian Lender or Canadian Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required.  A Canadian Lender or the Canadian Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim.  Neither any Canadian Lender, nor the Canadian Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Canadian Guarantor in connection with this paragraph (d) or any other provision of this Section 9.

(e)  Notwithstanding paragraph (b) of this section 9, no Canadian Guarantor shall be required to indemnify or pay any additional amounts in respect of Canadian withholding tax imposed under Part XIII of the Tax Act applicable to any amount payable under this Guarantee to any Lender that is not a resident of Canada for the purposes of the Tax Act, except if any such Loans were assigned, participated or transferred to such Lender at the request of the Canadian Borrower or were assigned, participated or transferred to such Lender following the occurrence of an during the continuance of an Event of Default pursuant to Section 11.1 or 11.5 of the Credit Agreement.

10.  Representations and Warranties; Covenants.

(a)  Each Canadian Guarantor hereby represents and warrants that the representations and warranties set forth in Section 8 of the Credit Agreement as they relate to such Canadian Guarantor or in the other Credit Documents to which such Canadian Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, and the Canadian Administrative Agent and each other Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.

(b)  Each Canadian Guarantor hereby covenants and agrees with the Canadian Administrative Agent and each other Secured Party that, from and after the date of this Guarantee until the Obligations under the Credit Documents are paid in full, the

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Commitments are terminated and no Letter of Credit remains outstanding, such Canadian Guarantor shall take, or shall refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Section 9 or 10 of the Credit Agreement, and so that no Default or Event of Default, is caused by any act or failure to act of such Canadian Guarantor or any of its Subsidiaries.

(c)  Each Canadian Guarantor organized under the laws of any Province of Canada represents and warrants that there is no reasonable ground to believe that as a consequence of the giving of this Guarantee, (i) it could not discharge its liabilities when due, or (ii) the book value of its assets would be less than the sum of its liabilities and its issued and paid-up share capital account.

11.  Authority of Agent.  Each Canadian Guarantor acknowledges that the rights and responsibilities of the Canadian Administrative Agent under this Guarantee with respect to any action taken by the Canadian Administrative Agent or the exercise or non-exercise by the Canadian Administrative Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the Canadian Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Canadian Administrative Agent and such Canadian Guarantor, the Canadian Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Canadian Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

12.  Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each Canadian Guarantor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 13.2 of the Credit Agreement.

13.  Counterparts.  This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Guarantee signed by all the parties shall be lodged with the Canadian Administrative Agent and the Canadian Borrower.

14.  Severability.  Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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15.  Integration.  This Guarantee represents the agreement of each Canadian Guarantor and the Canadian Administrative Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Canadian Administrative Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

16.  Amendments in Writing; No Waiver; Cumulative Remedies.

(a)  None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Canadian Guarantor(s) and the Canadian Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

(b)  Neither the Canadian Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 16(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Canadian Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Canadian Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Canadian Administrative Agent or any Secured Party would otherwise have on any future occasion.

(c)  The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

17.  Section Headings.  The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

18.  Successors and Assigns.  This Guarantee shall be binding upon the successors and assigns of each Canadian Guarantor and shall inure to the benefit of the Canadian Administrative Agent and the other Secured Parties and their respective successors and assigns except that no Canadian Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Canadian Administrative Agent or as otherwise permitted under the Credit Agreement.

19.  Additional Guarantors.  Each Person that is required to become a party to this Guarantee pursuant to Section 9.11 of the Credit Agreement shall become a Canadian Guarantor, with the same force and effect as if originally named as a Canadian

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Guarantor herein, for all purposes of this Guarantee upon execution and delivery by such Person of a Supplement in the form of Annex A hereto.  The execution and delivery of any instrument adding an additional Canadian Guarantor as a party to this Guarantee shall not require the consent of any other Canadian Guarantor hereunder.  The rights and obligations of each Canadian Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Canadian Guarantor as a party to this Guarantee.

20.  WAIVER OF JURY TRIAL.  EACH CANADIAN GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

21.  Submission to Jurisdiction; Waivers.  Each Canadian Guarantor hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding relating to this Guarantee and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)  consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Canadian Guarantor at its address referred to in Section 12 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right of the Canadian Administrative Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Canadian Administrative Agent or any other Secured Party to sue in any other jurisdiction; and

(e)  waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 21 any special, exemplary, punitive or consequential damages.

22.  GOVERNING LAW.  THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

13

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

JOSTENS IH CORP.
	By	/s/ David A. Tayeh
		Name:  David A. Tayeh
		Title:    Secretary

JOSTENS SECONDARY HOLDINGS CORP.
	By	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary, Treasurer

Each of the US Subsidiary Guarantors listed on Schedule I
	By	/s/ David A. Tayeh
		Name:  David A. Tayeh
		Title:    Secretary

CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By	/s/ Peter Chauvin
		Name:  Peter Chauvin
		Title:    Vice President

By	/s/ Alain Daoust
	Name:  Alain Daoust
	Title:    Director

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		IST, Corp.
	By	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		AHC I ACQUISITION CORP.
	By	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		AKI HOLDING CORP.
	By	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		AKI, INC.
	By	/s/ Kenneth A. Budde
		Name:	Kenneth A. Budde
		Title:	Secretary
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		ANTHOLOGY, INC.
	By	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		VON HOFFMANN CORPORATION
	By	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		VON HOFFMANN HOLDINGS INC.
	By	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		THE LEHIGH PRESS, INC.
	By	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
	JOSTENS IH CORP.
	By
		Name:
		Title:
	JOSTENS SECONDARY HOLDINGS CORP.
	By
		Name:
		Title:
	Each of the US Subsidiary Guarantors listed on Schedule I
		PRECISION OFFSET PRINTING COMPANY, INC.
	By	/s/ Robert S. Mathews
		Name:	Robert S. Mathews
		Title:	President
	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

ANNEX A TO THE

CANADIAN GUARANTEE

SUPPLEMENT NO. [  ] dated as of [            ], 200_ to the CANADIAN GUARANTEE (the “Canadian Guarantee”) dated as of October 4, 2004, made among JOSTENS IH CORP. (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), the US Subsidiary Guarantors party thereto (the “U.S. Subsidiary Guarantors” and, together with the Borrower and Holdings, the “Canadian Guarantors”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the Lenders from time to time parties to the Credit Agreement referred to below.

A.  Reference is made to the Credit Agreement dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) and the Canadian Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Canadian Guarantee.

C.  The Canadian Guarantors have entered into the Canadian Guarantee in order to induce the Canadian Administrative Agent, the Canadian Lenders and the Canadian Letter of Credit Issuer to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Canadian Borrower.  Section 9.11 of the Credit Agreement and Section 19 of the Canadian Guarantee provide that additional Subsidiaries of the Borrower or the Canadian Borrower may become Canadian Guarantors under the Canadian Guarantee by execution and delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary of the Borrower or the Canadian Borrower, as applicable (each a “New Canadian Guarantor” and, collectively, the “New Canadian Guarantors”), is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Canadian Guarantor under the Canadian Guarantee in order to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Canadian Administrative Agent and each New Canadian Guarantor agrees as follows:

SECTION 1.  In accordance with Section 19 of the Canadian Guarantee, each New Canadian Guarantor by its signature below becomes a Canadian Guarantor under the Canadian Guarantee with the same force and effect as if originally named therein as a Canadian Guarantor and each New Canadian Guarantor hereby (a) agrees to all the terms and provisions of the Canadian Guarantee applicable to it as a Canadian Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Canadian Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Canadian Guarantor in the Canadian Guarantee shall be deemed to include each New Canadian Guarantor.  The Canadian Guarantee is hereby incorporated herein by reference.

SECTION 2.  Each New Canadian Guarantor represents and warrants to the Canadian Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Borrower and the Canadian Administrative Agent.  This Supplement shall become effective as to each New Canadian Guarantor when the Canadian Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Canadian Guarantor and the Canadian Administrative Agent.

SECTION 4.  Except as expressly supplemented hereby, the Canadian Guarantee shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 7.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each New Canadian Guarantor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 8.  Each New Canadian Guarantor agrees to reimburse the Canadian Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Canadian Administrative Agent.

IN WITNESS WHEREOF, each New Canadian Guarantor and the Administrative Agent have duly executed this Supplement to the Canadian Guarantee as of the day and year first above written.

[NAME OF NEW CANADIAN GUARANTOR]
	By
		Name:
		Title:

CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS ADMINISTRATIVE AGENT
	by
		Name:
		Title:

by
	Name:
	Title:

3

EX-10.4

Exhibit 10.4

EXECUTION COPY

SECURITY AGREEMENT

THIS SECURITY AGREEMENT dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), JOSTENS IH CORP., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such undersigned subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative Agent and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”).

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to the Borrowers and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrowers (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with the Borrowers;

WHEREAS, pursuant to the US Guarantee dated as of the date hereof (the “Guarantee”) Holdings and each Subsidiary Grantor party thereto has unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, and pursuant to the Canadian Guarantee dated as of the date hereof, the Borrower, Holdings and each Subsidiary Guarantor has so guaranteed the Obligations of the Canadian Borrower;

WHEREAS, each Subsidiary Grantor is a Domestic Subsidiary of the Borrower;

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrowers to make valuable transfers to the Subsidiary Grantors in connection with the operation of their respective businesses;

WHEREAS, each Grantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Security Agreement to the Administrative Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers, the Grantors hereby agree with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

1.  Defined Terms.

(a)  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement and all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein shall have the meanings specified therein.

(b)  The following terms shall have the following meanings:

“Administrative Agent” shall have the meaning assigned to such term in the recitals hereto.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in Article 9 of the NY UCC.

“Collateral” shall have the meaning assigned to such term in Section 2.

“Collateral Account” shall mean any collateral account established by the Administrative Agent as provided in subsection 5.1.

“Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor (including all Copyrights) or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement, including those listed on Schedule 1.

“copyrights” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:  (i) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (ii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

“Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor, including those listed on Schedule 2.

2

“Deposit Accounts” shall mean all “deposit accounts”,  as such term is defined in Article 9 of the NY UCC.

“Documents” shall mean all “documents”, as such term is defined in Article 9 of the NY UCC.

“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; but excluding Equipment to the extent it is subject to a Lien permitted by the Credit Agreement and the terms of the Indebtedness secured by such Lien prohibit assignment of, or granting of a security interest in, such Grantor’s rights and interests therein (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law), provided, that immediately upon the repayment of all Indebtedness secured by such Lien, such Grantor shall be deemed to have granted a Security Interest in all the rights and interests with respect to such Equipment.

“General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default under thereunder and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in its right, title and interest in any such contract, agreement, instrument or indenture is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents), provided, that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any Account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture.

“Guarantors” shall mean each Grantor other than the Borrower.

3

“Grantor” shall have the meaning assigned to such term in the recitals hereto.

“Instruments” shall mean all “instruments” as such term is defined in Article 9 of the NY UCC.

“Intellectual Property” shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all information used or useful arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas and all other proprietary information, and (b) the Copyrights, the Patents, the Trademarks and the Licenses and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such rights, priorities and privileges relating to intellectual property is not prohibited by any contract, agreement or other instrument governing such rights, priorities and privileges without the consent of any other party thereto, would not give any other party to any such contract, agreement or other instrument the right to terminate its obligations thereunder or is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the relevant parties (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

“Investment Property” shall mean all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor (other than as pledged pursuant to the Pledge Agreements), whether now or hereafter acquired by any Grantor, in each case to the extent the grant by a Grantor of a Security Interest therein pursuant to this Security Agreement in its right, title and interest in any such Investment Property is not prohibited by any contract, agreement, instrument or indenture governing such Investment Property without the consent of any other party thereto, would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

“Letter of Credit Rights” shall mean all “Letter-of-credit rights”, as such term is defined in Article 9 of the NY UCC.

“License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party.

“NY UCC” has the meaning assigned to such term in Section 1(a).

4

“Obligations” shall mean the collective reference to (i) the due and punctual payment of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers or any other Credit Party to any of the Secured Parties under the Credit Agreement and the other Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Credit Party under or pursuant to this Security Agreement or the other Credit Documents, (iv) the due and punctual payment and performance of all obligations of each Credit Party under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or its affiliates arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds.

“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor (including all Patents) or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement, including those listed on Schedule 3.

“patents” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:  (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Patents” shall mean all patents now owned or hereafter acquired by any Grantor, including those listed on Schedule 4.

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that

5

constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Administrative Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Organization” shall mean any “Registered organization” as such term is defined in Article 9 of the NYUCC.

“Secured Parties” shall mean (i) the Lenders, (ii) the Letter of Credit Issuers, (iii) the Swingline Lender, (iv) the Administrative Agent, (v) the Canadian Administrative Agent, (vi) the other Agents, (vii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (viii) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Credit Document and (ix) any successors, indorsees, transferees and assigns of each of the foregoing.

“Security Agreement” shall mean this Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Security Interest” shall have the meaning assigned to such term in Section 2.

“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor (including any Trademark) or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement, including those listed on Schedule 5.

“trademarks” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:  (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.

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“Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor, including those listed on Schedule 6 hereto.

“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent or the Canadian Administrative Agent, the aggregate amount, if any (i) made available to the Borrower or the Canadian Borrower, as the case may be, on the assumption that each Lender has made its pro rata share of the applicable Borrowing available to the Administrative Agent or the Canadian Administrative Agent, as the case may be, as contemplated by Section 2.4(b) of the Credit Agreement and (ii) with respect to which a corresponding amount shall not in fact have been made available to the Administrative Agent or the Canadian Administrative Agent, as the case may be, by any such Lender, (b) with respect to the Swingline Lender, the aggregate amount, if any, of participations in respect of any outstanding Swingline Loan that shall not have been funded by the applicable Lenders in accordance with Section 2.1(d) of the Credit Agreement and (c) with respect to any Letter of Credit Issuer, the aggregate amount, if any, of unreimbursed payments under any Letter of Credit made by such Letter of Credit Issuer that shall not have been reimbursed by the Borrower or the Canadian Borrower, as applicable, pursuant to Section 3.4(a) of the Credit Agreement, or repaid for the account of such Letter of Credit Issuer by the applicable L/C Participants pursuant to Section 3.3(e) of the Credit Agreement.

(c)  The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section, subsection and Schedule references are to this Security Agreement unless otherwise specified.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(d)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)  Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

(f)  References to “Lenders” in this Security Agreement shall be deemed to include affiliates of Lenders that may from time to time enter into Hedge Agreements with the Borrowers.

2.  Grant of Security Interest.

(a)  Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Administrative Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of the following property now owned or hereafter acquired by such Grantor or in which such Grantor now has or at any time in future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

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(i)	all Accounts;
(ii)	all cash;
(iii)	all Chattel Paper;
(iv)	all Deposit Accounts;
(v)	all Documents;
(vi)	all Equipment;
(vii)	all General Intangibles;
(viii)	all Instruments;
(ix)	all Intellectual Property;
(x)	all Inventory;
(xi)	all Investment Property;
(xii)	all Letter-of-Credit Rights;
(xiii)	all books and records pertaining to the Collateral; and
(xiv)	to the extent not otherwise included, all Proceeds and products of any and all of the foregoing.

Notwithstanding the foregoing, no more than 65% of the issued and outstanding capital stock in any Foreign Subsidiary in the aggregate shall be pledged under the Security Documents.

(b)  Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor.  Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets”, “all personal property, whether now owned or hereafter acquired”, or words of similar effect.  Each Grantor agrees to provide such information to the Administrative Agent promptly upon request.

Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the

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purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.

The Security Interests are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

3.  Representations And Warranties.

Each Grantor hereby represents and warrants to the Administrative Agent and each Secured Party that:

3.1.  Title; No Other Liens.  Except for the Security Interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement, the Liens permitted by the Credit Agreement and any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend which have been terminated, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others.  No security agreement, financing statement or other public notice with respect to all or any part of the Collateral that evidences a Lien securing any material Indebtedness is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Security Agreement or are permitted by the Credit Agreement.

3.2.  Perfection Certificate; Perfected First Priority Liens.  (a) (i) The Perfection Certificates currently set forth the exact legal name and jurisdiction of organization of each Grantor as of the Closing Date and all other information set forth therein is correct and complete in all material respects as of the Closing Date; and (ii) subject to the limitations set forth in clause (b) of this subsection 3.2, the Security Interests granted pursuant to this Security Agreement (x) will constitute legal and valid perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clauses (A), (B) or (C) of this paragraph) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of all financing statements naming each Grantor as “debtor” and the Administrative Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) delivery of all Instruments, Chattel Paper and Certificated Securities, and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Intellectual Property in the United Stated Patent and Trademark Office within the three-month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC §261 and 15 USC §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and in the United States Copyright Office within the one-month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC §205 and the regulations thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (y) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement.

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(b)  Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Instruments, possession by the Administrative Agent in the United States.  No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States.

(c)  It is understood and agreed that the Security Interests in cash, Deposit Accounts and Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

4.  Covenants.

Each Grantor hereby covenants and agrees with the Administrative Agent and the Secured Parties that, from and after the date of this Security Agreement until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding:

4.1.  Maintenance of Perfected Security Interest; Further Documentation.
(a)  Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in subsection 3.2 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to subsection 3.2(b).

(b)  Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request.  In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Administrative Agent (i) copies of all such certificates of title issued during such calendar quarter with the notation thereon of the Administrative Agent’s Security Interest created hereunder in the items of Equipment covered hereby and (ii) a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail.

(c)  Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or

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continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby, all at the expense of such Grantor.

(d)  Notwithstanding anything in this subsection 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Borrower that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this subsection 4.1.

4.2.  Changes in Locations, Name, etc.  Each Grantor will furnish to the Administrative Agent prompt written notice of any change (i) in its legal name, (ii) in its jurisdiction of incorporation or organization, (iii) in the location of any office in which it maintains books or records relating to Collateral owned by it (including the establishment of any such new office), (iv) in its identity or type of organization or corporate structure (v) in its Federal Taxpayer Identification Number or organizational identification number or (vi) in the case of any Grantor that is not a Registered Organization, in its chief executive office or principal place of business.  Each Grantor agrees promptly to provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph.  Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral having at least the priority described in subsection 3.2.  Each Grantor also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

4.3.  Notices.  Each Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect, in any material respect, the ability of the Administrative Agent to exercise any of its remedies hereunder.

4.4.  Special Covenants with Respect to Equipment.  (a)   Each Grantor shall, promptly after the acquisition by such Grantor of any item of Equipment that is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a Security Interest on such certificate is required as a condition of perfection thereof, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the Security Interest created hereunder on such certificate of title.

(b)  Upon the occurrence and during the continuation of any Event of Default, all insurance payments in respect of such Equipment shall be paid to and applied by Administrative Agent as specified in subsection 5.4 hereof.

(c)  At the Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent the certificates of title covering each item of Equipment the perfection of which is

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governed by the notation on the certificate of title of the Administrative Agent’s Security Interest created hereunder.

5.  Remedial Provisions.

5.1.  Certain Matters Relating to Accounts.  (a)  At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications.  The Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b)  The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in subsection 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor.  Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c)  At the Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

(d)  Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise, or settlement under any circumstances during the continuance of such Event of Default.

5.2.  Communications with Obligors; Grantors Remain Liable.  (a)  The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default, after giving reasonable notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of

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any Accounts.  The Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b)  Upon the written request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent.

(c)  Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  Neither the Administrative Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any Secured Party of any payment relating thereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3.  Proceeds to be Turned Over To Administrative Agent.  In addition to the rights of the Administrative Agent and the Secured Parties specified in subsection 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Administrative Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Administrative Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Administrative Agent, if required).  All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Administrative Agent.  All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in subsection 5.4.

5.4.  Application of Proceeds.  The Administrative Agent shall apply the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt as follows:

(i)  first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent in connection with such collection or sale or otherwise in connection with this Security Agreement, the other Credit Documents or any of the Obligations, including all

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court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Credit Document on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;

(ii)  second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Canadian Administrative Agent, the Swingline Lender and any Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution);

(iii)  third, to the Secured Parties, an amount equal to all Obligations owing to them on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

(iv)  fourth, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

5.5.  Code and Other Remedies.  If an Event of Default shall occur and be continuing, the Administrative Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC or any other applicable law and also may without notice except as specified below sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral.  The Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  The Administrative Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Administrative Agent or such Secured Party may subject to (x) the satisfaction in full in cash

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of all payments due pursuant to subsection 5.4(i), and (y) the ratable satisfaction of the Obligations in accordance with subsection 5.4(ii) pay the purchase price by crediting the amount thereof against the Obligations.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, each Grantor hereby waives any claim against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree.  Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 5.5 in accordance with the provisions of subsection 5.4.

5.6.  Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Secured Party to collect such deficiency.

5.7.  Amendments, etc. with Respect to the Obligations; Waiver of Rights.  Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Security Agreement or any property subject thereto.  When making any demand hereunder against any Grantor, the Administrative Agent or any other Secured Party

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may, but shall be under no obligation to, make a similar demand on the Borrower or any Grantor or grantor, and any failure by the Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any Grantor or grantor or any release of the Borrower or any Grantor or grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Secured Party against any Grantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

6.  The Administrative Agent.

6.1.  Administrative Agent’s Appointment as Attorney-in-Fact, etc.  (a)  Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon and during occurrence of an Event of Default, the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, either in the Administrative Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after and during the occurrence of an Event of Default and after written notice by the Administrative Agent of its intent to do so:

(i)  take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

(ii)  in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii)  pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;

(iv)  execute, in connection with any sale provided for in subsection 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v)  obtain and adjust insurance required to be maintained by such Grantor or paid to the Administrative Agent pursuant to subsection 4.4; and

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(vi)  direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

(vii)  ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(viii)  sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(ix)  commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(x)  defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral);

(xi)  settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral);

(xii)  assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine and

(xiii)  generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.

Anything in this subsection 6.l(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b)  If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)  The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this subsection 6.1, together with interest thereon at a rate per annum

17

equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d)  Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Security Agreement are coupled with an interest and are irrevocable until this Security Agreement is terminated and the Security Interests created hereby are released.

6.2.  Duty of Administrative Agent.  The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account.  The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property.  Neither the Administrative Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Administrative Agent and the Secured Parties hereunder are solely to protect the Administrative Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers.  The Administrative Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

6.3.  Authority of Administrative Agent.  Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Security Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as between the Administrative Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4.  Security Interest Absolute.  All rights of the Administrative Agent hereunder, the security interest and all obligations of the Grantors hereunder shall be absolute and unconditional.

6.5.  Continuing Security Interest; Assignments Under the Credit Agreement; Release.  (a)  This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns

18

thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents (other than any contingent indemnity obligations not then due) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

(b)  A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Grantor ceases to be a Domestic Subsidiary of the Borrower.

(c)  Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(d)  In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this subsection 6.5 shall be without recourse to or warranty by the Administrative Agent.

6.6.  Reinstatement.  This Security Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Credit Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Credit Party or any substantial part of its property, or otherwise, all as though such payments had not been made.

7.  Administrative Agent As Agent.

(a)  Credit Suisse First Boston has been appointed to act as Administrative Agent under the Credit Agreement by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties.  The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement and the Credit Agreement, provided that the Administrative Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders.  In furtherance of the foregoing provisions of this subsection 7(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies

19

hereunder may be exercised solely by the Administrative Agent for the ratable benefit of the Lenders and Secured Parties in accordance with the terms of this subsection 7(a).

(b)  The Administrative Agent shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Written notice of resignation by the Administrative Agent pursuant to subsection 12.9 of the Credit Agreement shall also constitute notice of resignation as Administrative Agent under this Security Agreement; removal of the Administrative Agent shall also constitute removal as Administrative Agent under this Security Agreement; and appointment of a successor Administrative Agent pursuant to subsection 12.9 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Security Agreement.  Upon the acceptance of any appointment as Administrative Agent under subsection 12.9 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Security Agreement, and the retiring or removed Administrative Agent under this Security Agreement shall promptly (i) transfer to such successor Administrative Agent all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Security Agreement, and (ii) execute and deliver to such successor Administrative Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Security Interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Security Agreement.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was Administrative Agent hereunder.

(c)  The Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

8.  Miscellaneous.

8.1.  Amendments in Writing.  None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

8.2.  Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

8.3.  No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to subsection 8.1 hereof), delay, indulgence, omission or otherwise be deemed to have

20

waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or such other Secured Party would otherwise have on any future occasion.  The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4.  Enforcement Expenses; Indemnification.  (a)  Each Grantor agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement.

(b)  Each Grantor agrees to pay, and to save the Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

(c)  Each Grantor agrees to pay, and to save the Administrative Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent either of the Borrowers would be required to do so pursuant to subsection 12.7 of the Credit Agreement.

(d)  The agreements in this subsection 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

8.5.  Successors and Assigns.  The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Security Agreement without the prior written consent of the Administrative Agent except pursuant to a transaction permitted by the Credit Agreement.

8.6.  Counterparts.  This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Security Agreement signed by all the parties shall be lodged with the Administrative Agent and the Borrower.

21

8.7.  Severability.  Any provision of this Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

8.8.  Section Headings.  The Section headings used in this Security Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.9.  Integration.  This Security Agreement represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Administrative Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

8.10.  GOVERNING LAW.  THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.11.  Submission To Jurisdiction Waivers.  Each Grantor hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b)  consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in subsection 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right of the Administrative Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Secured Party to sue in any other jurisdiction; and

22

(e)  waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection 8.11 any special, exemplary, punitive or consequential damages.

8.12.  Acknowledgments.  Each Grantor hereby acknowledges that:

(a)  it has been advised by counsel in the negotiation, execution and delivery of this Security Agreement and the other Credit Documents to which it is a party;

(b)  neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Security Agreement or any of the other Credit Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)  no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders and any other Secured Party or among the Grantors and the Lenders and any other Secured Party.

8.13.  Additional Grantors.  Each Subsidiary of the Borrower that is required to become a party to this Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Annex 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Security Agreement shall not require the consent of any other Grantor hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Security Agreement.

8.14.  WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

JOSTENS SECONDARY HOLDINGS CORP.
By	/s/ Marie Hlavaty
	Name:  Marie Hlavaty
	Title:    Secretary, Treasurer

JOSTENS IH CORP.
By	/s/ David A. Tayeh
	Name:  David Tayeh
	Title:    Secretary

24

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

JOSTENS, INC.
By	/s/ David A. Tayeh
	Name:  David Tayeh
	Title:    Senior Vice President

25

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

AKI, INC.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary

26

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

AHC I ACQUISITION CORP.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary

27

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

AKI HOLDING CORP.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary

28

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

IST, CORP.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary

29

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

PRECISION OFFSET PRINTING CORPORATION, INC.
By	/s/ Robert S. Mathews
	Name:  Robert S. Mathews
	Title:    President

30

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

ANTHOLOGY, INC.
By	/s/ Robert S. Mathews
	Name:  Robert S. Mathews
	Title:    President

31

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

THE LEHIGH PRESS, INC.
By	/s/ Robert S. Mathews
	Name:  Robert S. Mathews
	Title:    President

32

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

VON HOFFMANN HOLDINGS INC.
By	/s/ Robert S. Mathews
	Name:  Robert S. Mathews
	Title:    President

33

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

VON HOFFMANN CORPORATION
By	/s/ Robert S. Mathews
	Name:  Robert S. Mathews
	Title:    President

34

SIGNATURE PAGE TO THE SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS SECONDARY HOLDINGS CORP., JOSTENS IH CORP. (THE “BORROWER”), THE SUBSIDIARIES OF THE BORROWER LISTED ON ANNEX A HERETO AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director

By	/s/ Vanessa Gomez
	Name:  Vanessa Gomez
	Title:    Associate

35

ANNEX A TO THE

SECURITY AGREEMENT

SUBSIDIARY GRANTORS

•  Subsidiary Grantors

•  Notice Address for All Grantors

SCHEDULE 1 TO THE

SECURITY AGREEMENT

COPYRIGHT LICENSES

SCHEDULE 2 TO THE

SECURITY AGREEMENT

COPYRIGHTS

Registered Owner/Grantor Title Registration
Number

SCHEDULE 3 TO THE

SECURITY AGREEMENT

PATENT LICENSES

SCHEDULE 4 TO THE

SECURITY AGREEMENT

PATENTS

SCHEDULE 5 TO THE

SECURITY AGREEMENT

TRADEMARK LICENSES

SCHEDULE 6 TO THE

SECURITY AGREEMENT

TRADEMARKS

Domestic Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No.

Foreign Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No. Country

ANNEX 1 TO THE

SECURITY AGREEMENT

SUPPLEMENT NO. [  ] dated as of [             ], to the Security Agreement dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on Annex A thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”), CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement referred to below.

A.  Reference is made to (a) the Credit Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Jostens Canada Ltd., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Subsidiary Guarantors, the Lenders, the Administrative Agent, and Credit Suisse First Boston Toronto Branch, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) and (b) the US Guarantee dated as of the date hereof and made in favor of the Administrative Agent and the Canadian Guarantee dated as of the date hereof and made in favor of the Canadian Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

C.  The Grantors have entered into the Security Agreement in order to induce Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers.

D.  Section 9.11 of the Credit Agreement and Section 8.13 of the Security Agreement provide that each Subsidiary of the Borrower that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders and the Letter of Credit Issuer to

make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Administrative Agent and the New Grantors agree as follows:

SECTION 1.  In accordance with Section 8.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Administrative Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is hereby incorporated herein by reference.

SECTION 2.  Each New Grantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Administrative Agent and the Borrower.  This Supplement shall become effective as to each New Grantor when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Administrative Agent.

SECTION 4.  Each New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of such New Grantor, (b) set forth under its signature hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the true and correct location of the chief executive office and principal place of business and any office in which it maintains books or records relating to Collateral owned by it, (iv) the identity or type of organization or corporate structure of such New Grantor and (v) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (c) as of the date hereof (i) Schedule II hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule III hereto sets forth, in proper form for filing with the United States Copyright Office, all of each

2

New Grantor’s Copyrights (and all applications therefor), (iii) Schedule IV hereto sets forth all of each New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto sets forth all of each New Grantor’s Trademark Licenses and (vi) Schedule VII hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Trademarks (and all applications therefor).

SECTION 5.  Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each New Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 9.  Each New Grantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

3

IN WITNESS WHEREOF, each New Grantor and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NAME OF NEW GRANTOR]
	By
		Name:
		Title:

Legal Name Jurisdiction of
Incorporation or
Organization Location of Chief
Executive Office
and Principal
Place of Business Type of
Organization or
Corporate
Structure Federal Taxpayer
Identification
Number and
Organizational
Identification
Number

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By
		Name:
		Title:

By
	Name:
	Title:

4

SCHEDULE I

TO THE SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

COLLATERAL

SCHEDULE II

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

COPYRIGHT LICENSES

SCHEDULE III

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

COPYRIGHTS

Registered Owner/Grantor Title Registration
Number

SCHEDULE IV

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

PATENT LICENSES

SCHEDULE V

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

PATENTS

SCHEDULE VI

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

TRADEMARK LICENSES

SCHEDULE VII

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

TRADEMARKS

Domestic Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No.

Foreign Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No. Country

ANNEX 2 TO THE

SECURITY AGREEMENT

SUPPLEMENT NO. [  ] dated as of [             ], to the Security Agreement dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on Annex A thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”), CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement referred to below.

A.  Reference is made to (a) the Credit Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Jostens Canada Ltd., a Manitoba corporation (the “Canadian Borrower” and, together with the Borrower, the “Borrowers”), Holdings, the Subsidiary Guarantors, the Lenders, the Administrative Agent, and Credit Suisse First Boston Toronto Branch, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) and (b) the US Guarantee dated as of the date hereof and made in favor of the Administrative Agent and the Canadian Guarantee dated as of the date hereof and made in favor of the Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

C.  The Grantors have entered into the Security Agreement in order to induce Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers.  Pursuant to Section 4.1(b) of the Security Agreement, within 30 days after the end of each calendar quarter, each Grantor has agreed to deliver to the Administrative Agent a written supplement substantially in the form of Annex 2 thereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date of the Credit Agreement.  The Grantors have identified the additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantors after the date of the Credit Agreement set forth on Schedule I, II, III, IV, V and VI hereto.  The undersigned Grantors are executing this Supplement in order to facilitate supplemental filings to be made by the Collateral Agent with the United States Copyright Office and the United States Patent and Trademark Office.

Accordingly, the Administrative Agent and the Grantors agree as follows:

SECTION 1.  (a) Schedule 1 of the Security Agreement is hereby supplemented, as applicable, by the information set forth in the Schedule I hereto, (b) Schedule 2 of the Security Agreement is hereby supplemented, as applicable, by the information set forth in the Schedule II hereto, (c) Schedule 3 of the Security Agreement is hereby supplemented, as applicable, by the information set forth in the Schedule III hereto, (d) Schedule 4 of the Security Agreement is hereby supplemented, as applicable, by the information set forth in the Schedule IV hereto, (e) Schedule 5 of the Security Agreement is hereby supplemented, as applicable, by the information set forth in the Schedule V hereto and (f) Schedule 6 of the Security Agreement is hereby supplemented, as applicable, by the information set forth in the Schedule VI hereto.

SECTION 3.  Each Grantor hereby represents and warrants that the information set forth on Schedules I, II, III, IV, V and VI hereto is true and correct.

SECTION 2.  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Administrative Agent and the Borrower.  This Supplement shall become effective as to each Grantor when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Grantor and the Administrative Agent.

SECTION 4.  Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6.  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

2

SECTION 8.  Each Grantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

3

IN WITNESS WHEREOF, each Grantor and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[GRANTOR]
	By
		Name:
		Title:

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By
		Name:
		Title:

By
	Name:
	Title:

4

SCHEDULE I

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

COPYRIGHT LICENSES

SCHEDULE II

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

COPYRIGHTS

Registered Owner/Grantor Title Registration
Number

SCHEDULE III

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

PATENT LICENSES

SCHEDULE IV

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

PATENTS

SCHEDULE V

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

TRADEMARK LICENSES

SCHEDULE VI

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

TRADEMARKS

Domestic Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No.

Foreign Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No. Country

EX-10.5

Exhibit 10.5

EXECUTION COPY

CANADIAN SECURITY AGREEMENT

THIS CANADIAN SECURITY AGREEMENT (this “Security Agreement”) dated as of October 4, 2004, among, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), together with each other Person who from time to time is required to become a party hereto pursuant to Section 9.11 of the Credit Agreement referenced below (each a “Guarantor” and, collectively, the “Guarantors”; the Canadian Borrower and the Guarantors are referred to collectively as the “Grantors”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among JOSTENS IH CORP., a Delaware corporation (the “Borrower”; the Canadian Borrower and the Borrower are referred to collectively as the “Borrowers”), the Canadian Borrower, JOSTENS SECONDARY HOLDINGS CORP., a Delaware Corporation, the Lenders, CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) and the Canadian Administrative Agent.

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Canadian Lenders have severally agreed to make Loans to the Canadian Borrower and the Canadian Letter of Credit Issuer has agreed to issue Canadian Letters of Credit for the account of the Canadian Borrower (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with the Canadian Borrower;

WHEREAS, pursuant to the Canadian Guarantee (the “Canadian Guarantee”) dated as of the date hereof, the Borrower and each Guarantor has unconditionally and irrevocably guaranteed to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

WHEREAS, each Guarantor is a Subsidiary of the Canadian Borrower;

WHEREAS, each Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligation of the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement that the Grantors shall have

executed and delivered this Security Agreement to the Canadian Administrative Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Canadian Borrower, the Grantors hereby agree with the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

1.  Defined Terms.

(a)  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement and the terms “Goods”, “Security”, “Accession”, “Money”, “financing statement” and “financing change statement” whenever used herein shall be interpreted in accordance with their respective meanings when used in the Personal Property Security Act (Ontario), as amended from time to time (the “PPSA”).  The term “Goods” when used herein shall not include “consumer goods” of the Grantors as that term is defined in the PPSA.

(b)  The following terms shall have the following meanings:

“Accounts” shall mean all “accounts” as such term is defined in the PPSA.

“Administrative Agent” shall have the meaning assigned to such term in the recitals hereto.

“Canadian Administrative Agent” shall have the meaning assigned to such term in the recitals hereto.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in the PPSA.

“Collateral” shall have the meaning assigned to such term in Section 2.

“Collateral Account” shall mean any collateral account established by the Canadian Administrative Agent as provided in subsection 5.1.

“Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor (including all Copyrights) or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement, including those listed on Schedule 1.

2

“copyrights” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:  (i) all copyright rights in any work subject to the copyright laws of Canada, the United States or any other country, whether as author, assignee, transferee or otherwise, and (ii) all registrations and applications for registration of any such copyright in Canada, the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the Canadian Intellectual Property Office.

“Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor, including those listed on Schedule 2.

“Documents of Title” shall mean all “documents of title,” as such term is defined in the PPSA.

“Equipment” shall mean all “equipment,” as such term is defined in the PPSA, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; but excluding Equipment to the extent it is subject to a Permitted Lien and the terms of the Indebtedness secured by such Permitted Lien prohibit assignment of, or granting of a security interest in, such Grantor’s rights and interests therein (other than to the extent that any such prohibition would be rendered ineffective pursuant to any applicable law), provided, that immediately upon the repayment of all Indebtedness secured by such Permitted Lien, such Grantor shall be deemed to have granted a Security Interest in all the rights and interests with respect to such Equipment.

“Grantors” shall have the meaning assigned to such term in the recitals hereto.

“Guarantors” shall mean each Grantor other than the Canadian Borrower.

“Industrial Designs” shall mean all industrial designs, design patents and other designs that Grantors now or hereafter own or use, including, without limitation (i) all registrations and recordings thereof and all applications in connection therewith including all registrations, recordings and applications that have been or shall be made or filed in the Canadian Industrial Design Office or any similar office in any country in the world and all records thereof and all reissues, extensions or renewals thereof; (ii) ,the Industrial Designs listed on Schedule 7,and (iii) all common law and other rights in the above.

“Industrial Design License” shall mean any written agreement , including, without limitation those listed on Schedule 8, now or hereafter in effect, granting any right to any third party under any industrial design now or hereafter owned by any Grantor (including all Industrial Designs) or that any Grantor otherwise has the right to

3

license, or granting any right to any Grantor under any industrial design now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Instruments” shall mean all “instruments,” as such term is defined in the PPSA.

“Intangibles” shall mean all “intangibles” as such term is defined in the PPSA and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in its right, title and interest in any such contract, agreement, instrument or indenture is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition would be rendered ineffective pursuant to any applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents), provided, that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any Account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture.

“Intellectual Property” shall mean all rights, priorities and privileges relating to intellectual property, whether arising under Canadian, United States, multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all information used or useful arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas and all other proprietary information, and (b) the Copyrights, the Patents, the Trademarks, the Industrial Designs and the Licenses and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such rights, priorities and privileges relating to intellectual property is not prohibited by any contract, agreement or other instrument governing such rights, priorities and privileges without the consent of any other party thereto, would not give any other party to any such contract, agreement or other instrument the right to terminate its obligations thereunder or is permitted with

4

consent if all necessary consents to such grant of a Security Interest have been obtained from the relevant parties (other than to the extent that any such prohibition would be rendered ineffective pursuant to any applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

“Inventory” shall mean all “inventory,” as such term is defined in the PPSA.

“License” shall mean any Patent License, Trademark License, Copyright License, Industrial Design License or other license or sublicense to which any Grantor is a party.

“Obligations” shall mean the collective reference to (i) the due and punctual payment required to be made by the Canadian Borrower of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by the Canadian Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Canadian Borrower or any other Grantor to any of the Secured Parties under the Credit Agreement and the other Credit Documents, including, without limitation, the Canadian Guarantee, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Canadian Borrower under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Grantor under or pursuant to this Security Agreement or the other Credit Documents, including, without limitation the Canadian Guarantee, (iv) the due and punctual payment and performance of all obligations of each Grantor under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations of the Canadian Borrower or any Grantor in respect of overdrafts and related liabilities owed to the Canadian Administrative Agent or its affiliates arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds.

“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor (including all Patents) or that any Grantor

5

otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement, including those listed on Schedule 3.

“patents” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:  (a) all letters patent of Canada, the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of Canada, the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the Canadian Intellectual Property Office, the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Patents” shall mean all patents now owned or hereafter acquired by any Grantor, including those listed on Schedule 4.

“Proceeds” shall mean all “proceeds” as such term is defined in the PPSA and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Canadian Administrative Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by  any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License, (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License, and (v) past, present or future infringement of any Industrial Design now or hereafter owned by any Grantor, and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Secured Parties” shall mean any of the following to whom an Obligation is outstanding (i) the Lenders, (ii) the Letter of Credit Issuers, (iii) the Swingline Lender, (iv) the Administrative Agent, (v) the Canadian Administrative Agent, (vi) the other Agents, (vii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (viii) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Credit Document, and (ix) any successors, indorsees, transferees and assigns of each of the foregoing.

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“Securities” shall mean all “securities” as such term is defined in the PPSA (whether certificated or uncertificated) of any Grantor, whether now or hereafter acquired by any Grantor, in each case to the extent the grant by a Grantor of a Security Interest therein pursuant to this Security Agreement in its right, title and interest in any such Security is not prohibited by any contract, agreement, instrument or indenture governing such Security without the consent of any other party thereto, would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition would be rendered ineffective pursuant to any applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

“Security Agreement” shall mean this Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Security Interest” shall have the meaning assigned to such term in Section 2.

“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor (including any Trademark) or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement, including those listed on Schedule 5.

“trademarks” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:  (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the Canadian Intellectual Property Office, the United States Patent and Trademark Office or any similar offices in any Province of Canada, State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.

“Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor, including those listed on Schedule 6 hereto.

“Unfunded Advances/Participations” shall mean (a) with respect to the Canadian Administrative Agent, the aggregate amount, if any (i) made available to the Canadian Borrower on the assumption that each Lender has made its pro rata share of the applicable Borrowing available to the Canadian Administrative Agent as contemplated by Section 2.4(b) of the Credit Agreement and (ii) with respect to which a corresponding

7

amount shall not in fact have been made available to the Canadian Administrative Agent, by any such Lender and (b) with respect to the Canadian Letter of Credit Issuer, the aggregate amount, if any, of unreimbursed payments under any Letter of Credit made by such Letter of Credit Issuer that shall not have been reimbursed by the Canadian Borrower pursuant to Section 3.4(a) of the Credit Agreement, or repaid for the account of such Letter of Credit Issuer by the applicable L/C Participants pursuant to Section 3.3(e) of the Credit Agreement.

(c)  The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section, subsection and Schedule references are to this Security Agreement unless otherwise specified.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(d)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)  Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

(f)  References to “Lenders” in this Security Agreement shall be deemed to include affiliates of Lenders that may from time to time enter into Hedge Agreements with the Canadian Borrower.

2.  Grant of Security Interest.

(a)  Each Grantor hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and transfers to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of the following property now owned or hereafter acquired by such Grantor or in which such Grantor now has or at any time in future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(i)  all Accounts;

(ii)  all cash;

(iii)  all Chattel Paper;

(iv)  all Documents of Title;

(v)  all Equipment;

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(vi)  all Goods

(vii)  all Intangibles;

(viii)  all Instruments;

(ix)  all Intellectual Property;

(x)  all Inventory;

(xi)  all Securities;

(xii)  all books and records pertaining to the Collateral; and

(xiii)  to the extent not otherwise included, all Proceeds and products of any and all of the foregoing.

Notwithstanding the foregoing, (i) the Collateral shall not include shares in the capital stock of an unlimited liability company, (ii) the Collateral shall not include the last day of the term of any lease or agreement therefore but upon the enforcement of the security interest granted hereby in the Collateral, the applicable Grantor shall stand possessed of such last day in trust to assign the same to any Person acquiring such term, and (iii) each Grantor’s grant of security in trademarks (as defined in the Trademarks Act (Canada)) under this Security Agreement shall be limited to a grant by such Grantor of a security interest in all of such Grantor’s right, title and interest in such trademarks.

(b)  Each Grantor hereby irrevocably authorizes the Canadian Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements and any financing change statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by the PPSA or any other personal property security legislation for the filing of any financing statement, financing change statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor.  Such financing statements and financing change statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired.”  Each Grantor agrees to provide such information to the Canadian Administrative Agent promptly upon request.

Each Grantor also ratifies its authorization for the Canadian Administrative Agent to file in any relevant jurisdiction any financing statements, financing change statements or amendments thereto if filed prior to the date hereof.

The Canadian Administrative Agent is further authorized to file with the United States Patent and Trademark Office, United States Copyright Office, or the Canadian Intellectual Property Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of

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perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Canadian Administrative Agent as secured party.

The Security Interests are granted as security only and shall not subject the Canadian Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

(c)  Notwithstanding anything to the contrary in this Security Agreement, the liability of any Grantor in respect of the Obligations of the Canadian Borrower shall not exceed the amount provided for in the Canadian Guarantee.

3.  Representations And Warranties.

Each Grantor hereby represents and warrants to the Canadian Administrative Agent and each Secured Party that:

3.1.  Title; No Other Liens.  Except for the Security Interest granted to the Canadian Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement, the Liens permitted by the Credit Agreement and any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend which have been terminated, such Grantor has rights to each item of the Collateral free and clear of any and all Liens or claims of others.  No security agreement, financing statement, financing change statement or other public notice with respect to all or any part of the Collateral that evidences a Lien securing any material Indebtedness is on file or of record in any public office, except such as have been filed in favor of the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Security Agreement or are permitted by the Credit Agreement.

3.2.  Perfected First Priority Liens.   (a)  Subject to the limitations set forth in clause (b) of this subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute legal and valid perfected Security Interests in the Collateral in favor of the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of all financing statements naming each Grantor as “debtor” and the Canadian Administrative Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) delivery of all Instruments, Chattel Paper and certificated Securities, and (C) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement.

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(b)  Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Securities) by any means other than by (i) filings pursuant to the PPSA, (ii) filings with other appropriate authorities in the relevant jurisdictions, (iii) filings approved by government offices with respect to Intellectual Property, or (iv) in the case of Collateral that constitutes tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Instruments, possession by the Canadian Administrative Agent.

(c)  It is understood and agreed that the Security Interests in cash and Accounts created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

4.  Covenants.

Each Grantor hereby covenants and agrees with the Canadian Administrative Agent and the Secured Parties that, from and after the date of this Security Agreement until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding:

4.1.  Maintenance of Perfected Security Interest; Further Documentation.

(a)  Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in subsection 3.2 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to subsection 3.2(b).

(b)  Such Grantor will furnish to the Canadian Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Canadian Administrative Agent may reasonably request.  In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Canadian Administrative Agent (i) copies of all such certificates of title issued during such calendar quarter with the notation thereon of the Canadian Administrative Agent’s Security Interest (if any) created hereunder in the items of Equipment covered hereby, and (ii) a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional Copyrights, Copyright Licenses, Industrial Designs, Industrial Design Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail.

(c)  Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, financing change statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, financing change statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Canadian Administrative Agent or the Required Lenders may reasonably request, in

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order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Canadian Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing statements, continuation statements or financing change statements under the PPSA and any other applicable personal property security legislation in any other jurisdiction with respect to the Security Interests created hereby, all at the expense of such Grantor.

(d)  Notwithstanding anything in this subsection 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Canadian Borrower that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this subsection 4.1.

4.2.  Changes in Locations, Name, etc.  Each Grantor will furnish to the Canadian Administrative Agent prompt written notice of any change (i) in its legal name, (ii) in its jurisdiction of incorporation or organization, (iii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it (including the establishment of any such new office), (iv) in its identity or type of organization or corporate structure or (v) in its organizational identification number (if any).  Each Grantor agrees promptly to provide the Canadian Administrative Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph.  Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the PPSA, any other personal property security legislation or otherwise that are required in order for the Canadian Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral having at least the priority described in subsection 3.2.  Each Grantor also agrees promptly to notify the Canadian Administrative Agent if any material portion of the Collateral is damaged or destroyed.

4.3.  Notices.  Each Grantor will advise the Canadian Administrative Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect, in any material respect, the ability of the Canadian Administrative Agent to exercise any of its remedies hereunder.

4.4.  Special Covenants with Respect to Equipment.  (a)  Each Grantor shall, promptly after the acquisition by such Grantor of any item of Equipment that is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a Security Interest on such certificate is required as a condition of perfection thereof, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the Security Interest created hereunder on such certificate of title.

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(b)  Upon the occurrence and during the continuation of any Event of Default, all insurance payments in respect of such Equipment shall be paid to and applied by the Canadian Administrative Agent as specified in subsection 5.4 hereof.

(c)  At the Canadian Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Canadian Administrative Agent the certificates of title covering each item of Equipment the perfection of which is governed by the notation on the certificate of title of the Canadian Administrative Agent’s Security Interest created hereunder.

5.  Remedial Provisions.

5.1.  Certain Matters Relating to Accounts.   (a)  At any time after the occurrence and during the continuance of an Event of Default, the Canadian Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Canadian Administrative Agent may require in connection with such test verifications.  The Canadian Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b)  The Canadian Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Canadian Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Canadian Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Canadian Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Canadian Administrative Agent, subject to withdrawal by the Canadian Administrative Agent for the account of the Secured Parties only as provided in subsection 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Canadian Administrative Agent and the Secured Parties, segregated from other funds of such Grantor.  Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c)  At the Canadian Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Canadian Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

(d)  Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof,

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release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Canadian Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise, or settlement under any circumstances during the continuance of such Event of Default.

5.2.  Communications with Obligors; Grantors Remain Liable.   (a)  The Canadian Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default, after giving reasonable notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Canadian Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.  The Canadian Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(b)  Upon the written request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Canadian Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Canadian Administrative Agent.

(c)  Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  Neither the Canadian Administrative Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Canadian Administrative Agent or any Secured Party of any payment relating thereto, nor shall the Canadian Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3.  Proceeds to be Turned Over To Canadian Administrative Agent.  In addition to the rights of the Canadian Administrative Agent and the Secured Parties specified in subsection 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Canadian Administrative Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Canadian Administrative Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, cheques and other near-cash items shall be held by such Grantor in trust for the Canadian Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the

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Canadian Administrative Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Canadian Administrative Agent, if required).  All Proceeds received by the Canadian Administrative Agent hereunder shall be held by the Canadian Administrative Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Canadian Administrative Agent.  All Proceeds while held by the Canadian Administrative Agent in a Collateral Account (or by such Grantor in trust for the Canadian Administrative Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in subsection 5.4.

5.4.  Application of Proceeds.  The Canadian Administrative Agent shall apply the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt as follows:

(i)  first, to the payment of all reasonable and documented costs and expenses incurred by the Canadian Administrative Agent in connection with such collection or sale or otherwise in connection with this Security Agreement, the other Credit Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Canadian Administrative Agent hereunder or under any other Credit Document on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;

(ii)  second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Canadian Administrative Agent and the Canadian Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution);

(iii)  third, to the Secured Parties, an amount equal to all Obligations owing to them on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

(iv)  fourth, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Upon any sale of the Collateral by the Canadian Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Canadian Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the

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purchase money paid over to the Canadian Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

5.5.  PPSA and Other Remedies.  If an Event of Default shall occur and be continuing, the Canadian Administrative Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA or any other applicable law and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Canadian Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral.  The Canadian Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Canadian Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  The Canadian Administrative Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Canadian Administrative Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to subsection 5.4(i), and (y) the ratable satisfaction of the Obligations in accordance with subsection 5.4(ii) pay the purchase price by crediting the amount thereof against the Obligations.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Canadian Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Canadian Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, each Grantor hereby waives any claim against the Canadian Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Canadian Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree.  Each Grantor further agrees, at the Canadian Administrative Agent’s request, to assemble the Collateral and make it available to the Canadian Administrative Agent at places which the Canadian Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Canadian Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 5.5 in accordance with the provisions of subsection 5.4.

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5.6.  Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Canadian Administrative Agent or any Secured Party to collect such deficiency.

5.7.  Amendments, etc. with Respect to the Obligations; Waiver of Rights.  Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Obligations made by the Canadian Administrative Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Canadian Administrative Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Canadian Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Canadian Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Canadian Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Security Agreement or any property subject thereto.  When making any demand hereunder against any Grantor, the Canadian Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Grantor or grantor, and any failure by the Canadian Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any Grantor or grantor or any release of the Borrower or any Grantor or grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Administrative Agent or any other Secured Party against any Grantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.8.  Appointment of Receiver.  The Canadian Administrative Agent may appoint, remove and reappoint any Person or Persons, including an employee or agent of the Canadian Administrative Agent to be a receiver (the “Receiver”) which term shall

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include a receiver and manager of, or agent for, all or any part of the Collateral.  Any such Receiver shall, as far as concerns responsibility for its acts, be deemed to be the agent of Grantors and not of the Canadian Administrative Agent or any other Secured Party, and the Canadian Administrative Agent and other Secured Parties shall not in any way be responsible for any misconduct, negligence or nonfeasance of such Receiver, its employees or agents.  Except as otherwise directed by the Canadian Administrative Agent, all money received by such Receiver shall be received in trust for and paid to the Canadian Administrative Agent.  Such Receiver shall have all of the powers and rights of the Canadian Administrative Agent described in this Section l or as otherwise provided under the PPSA or the Bankruptcy and Insolvency Act (Canada) (“BIA”).  The Canadian Administrative Agent may, either directly or through its agents or nominees, exercise any or all powers and rights of a Receiver.

Grantors shall pay all costs, charges and expenses incurred by the Canadian Administrative Agent or any Receiver or any nominee or agent of the Canadian Administrative Agent, whether directly or for services rendered (including, without limitation, solicitor’s costs on a solicitor and its own client basis, auditor’s costs, other legal expenses and Receiver remuneration) in enforcing this Security Agreement or any of the other Credit Documents and in enforcing the Obligations and all such expenses together with any money owing as a result of any borrowing permitted hereby or pursuant to any applicable law shall be a charge on the proceeds of realization and shall be secured hereby.

6.  The Canadian Administrative Agent.

6.1.  Canadian Administrative Agent’s Appointment as Attorney-in-Fact, etc.       (a)  Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon and during occurrence of an Event of Default, the Canadian Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Canadian Administrative Agent the power and right, on behalf of such Grantor, either in the Canadian Administrative Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after and during the occurrence of an Event of Default and after written notice by the Canadian Administrative Agent of its intent to do so:

(i)  take possession of and endorse and collect any cheques, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Canadian Administrative Agent for the purpose of collecting

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any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

(ii)  in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Canadian Administrative Agent may request to evidence the Canadian Administrative Agent’s and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and intangibles of such Grantor relating thereto or represented thereby;

(iii)  pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;

(iv)  execute, in connection with any sale provided for in subsection 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v)  obtain and adjust insurance required to be maintained by such Grantor or paid to the Canadian Administrative Agent pursuant to subsection 4.4;

(vi)  direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Canadian Administrative Agent or as the Canadian Administrative Agent shall direct;

(vii)  ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(viii)  sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(ix)  commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(x)  defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral);

(xi)  settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Canadian Administrative Agent may deem appropriate (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of

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its Affiliates in any manner other than with respect to its continuing rights in such Collateral);

(xii)  assign any Copyright, Industrial Design, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Industrial Design, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Canadian Administrative Agent shall in its sole discretion determine; and

(xiii)  generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Canadian Administrative Agent were the absolute owner thereof for all purposes, and do, at the Canadian Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Canadian Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Canadian Administrative Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.

Anything in this subsection 6.l(a) to the contrary notwithstanding, the Canadian Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b)  If any Grantor fails to perform or comply with any of its agreements contained herein, the Canadian Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)  The expenses of the Canadian Administrative Agent incurred in connection with actions undertaken as provided in this subsection 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Canadian Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Canadian Administrative Agent on demand.

(d)  Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Security Agreement are coupled with an interest and are irrevocable until this Security Agreement is terminated and the Security Interests created hereby are released.

6.2.  Duty of Canadian Administrative Agent.  The Canadian Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Canadian Administrative Agent deals with similar property for its own account.  The Canadian Administrative Agent shall be deemed to have exercised reasonable care in

20

the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Canadian Administrative Agent accords its own property.  Neither the Canadian Administrative Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Canadian Administrative Agent and the Secured Parties hereunder are solely to protect the Canadian Administrative Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Canadian Administrative Agent or any Secured Party to exercise any such powers.  The Canadian Administrative Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

6.3.  Authority of Canadian Administrative Agent.  Each Grantor acknowledges that the rights and responsibilities of the Canadian Administrative Agent under this Security Agreement with respect to any action taken by the Canadian Administrative Agent or the exercise or non-exercise by the Canadian Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as between the Canadian Administrative Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Canadian Administrative Agent and the Grantors, the Canadian Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4.  Security Interest Absolute.  All rights of the Canadian Administrative Agent hereunder, the security interest and all obligations of the Grantors hereunder shall be absolute and unconditional.

6.5.  Continuing Security Interest; Assignments Under the Credit Agreement; Release.  (a)  This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and permitted assigns thereof in accordance with the terms of the Credit Agreement and shall inure to the benefit of the Canadian Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

21

(b)  Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(c)  In connection with any termination or release pursuant to paragraph (a) or (b), the Canadian Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this subsection 6.5 shall be without recourse to or warranty by the Canadian Administrative Agent.

6.6.  Reinstatement.  This Security Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Canadian Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Borrowers or any other Credit Party, or upon or as a result of the appointment of a receiver, interim receiver, receiver and manager, intervenor or conservator of, or trustee or similar officer for, any of the Borrowers or any other Credit Party or any substantial part of its property, or otherwise, all as though such payments had not been made.

7.  Canadian Administrative Agent As Agent.

(a)  Credit Suisse First Boston Toronto Branch has been appointed to act as Canadian Administrative Agent under the Credit Agreement by the Canadian Lenders and, by their acceptance of the benefits hereof, the other Secured Parties.  The Canadian Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement, the Canadian Guarantee and the Credit Agreement, provided that the Canadian Administrative Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders.  In furtherance of the foregoing provisions of this subsection 7(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder or to appoint a Receiver, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Canadian Administrative Agent for the ratable benefit of the Canadian Lenders and Secured Parties in accordance with the terms of this subsection 7(a).

(b)  The Canadian Administrative Agent shall at all times be the same Person that is the Canadian Administrative Agent under the Credit Agreement. Written notice of resignation by the Canadian Administrative Agent pursuant to subsection 12.9 of the Credit Agreement shall also constitute notice of resignation as Canadian

22

Administrative Agent under this Security Agreement; removal of the Canadian Administrative Agent shall also constitute removal as Canadian Administrative Agent under this Security Agreement; and appointment of a successor Canadian Administrative Agent pursuant to subsection 12.9 of the Credit Agreement shall also constitute appointment of a successor Canadian Administrative Agent under this Security Agreement.  Upon the acceptance of any appointment as Canadian Administrative Agent under subsection 12.9 of the Credit Agreement by a successor Canadian Administrative Agent, that successor Canadian Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Canadian Administrative Agent under this Security Agreement, and the retiring or removed Canadian Administrative Agent under this Security Agreement shall promptly (i) transfer to such successor Canadian Administrative Agent all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Canadian Administrative Agent under this Security Agreement, and (ii) execute and deliver to such successor Canadian Administrative Agent or otherwise authorize the filing of such amendments to financing statements and financing change statements and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Canadian Administrative Agent of the Security Interests created hereunder, whereupon such retiring or removed Canadian Administrative Agent shall be discharged from its duties and obligations under this Security Agreement.  After any retiring or removed Canadian Administrative Agent’s resignation or removal hereunder as Canadian Administrative Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was Canadian Administrative Agent hereunder.

(c)  The Canadian Administrative Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, until it shall have received written notice in form and substance satisfactory to the Canadian Administrative Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

8.  Miscellaneous.

8.1.  Amendments in Writing.  None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Canadian Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

8.2.  Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to any Guarantor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 13.2 of the Credit Agreement.

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8.3.  No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Canadian Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to subsection 8.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Canadian Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Canadian Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Canadian Administrative Agent or such other Secured Party would otherwise have on any future occasion.  The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4.  Enforcement Expenses; Indemnification.   (a)  Each Grantor agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement.

(b)  Each Grantor agrees to pay, and to save the Canadian Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other transfer taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

(c)  Each Grantor agrees to pay, and to save the Canadian Administrative Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent the Canadian Borrower would be required to do so pursuant to subsection 12.7 of the Credit Agreement.

(d)  Any amount payable as provided under this Section 8.4 shall be additional Obligations secured hereby and by the other Security Documents, shall be payable upon demand and shall bear interest at the rate specified in subsection 6.1(c).  The agreements in this subsection 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

8.5.  Successors and Assigns.  The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or

24

delegate any of its rights or obligations under this Security Agreement without the prior written consent of the Canadian Administrative Agent except pursuant to a transaction permitted by the Credit Agreement.

8.6.  Counterparts.  This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Security Agreement signed by all the parties shall be lodged with the Canadian Administrative Agent and the Canadian Borrower.

8.7.  Severability.  Any provision of this Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

8.8.  Section Headings.  The Section headings used in this Security Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.9.  Integration.  This Security Agreement represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Canadian Administrative Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

8.10.  GOVERNING LAW.  THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE IN THE PROVINCE OF ONTARIO.

8.11.  Submission To Jurisdiction Waivers.  Each Grantor hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the Province of Ontario and appellate courts from any thereof;

(b)  consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any

25

such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in subsection 8.2 or at such other address of which the Canadian Administrative Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right of the Canadian Administrative Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Canadian Administrative Agent or any Secured Party to sue in any other jurisdiction; and

(e)  waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection 8.11 any special, exemplary, punitive or consequential damages.

8.12.  Acknowledgments.  Each Grantor hereby acknowledges that:

(a)  it has been advised by counsel in the negotiation, execution and delivery of this Security Agreement and the other Credit Documents to which it is a party;

(b)  neither the Canadian Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Security Agreement or any of the other Credit Documents, and the relationship between the Grantors, on the one hand, and the Canadian Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)  no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders and any other Secured Party or among the Grantors and the Lenders and any other Secured Party.

8.13.  Additional Grantors.  Each Subsidiary of the Canadian Borrower that is required to become a party to this Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Annex 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Security Agreement shall not require the consent of any other Grantor hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Security Agreement.

26

8.14.  WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

27

IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

JOSTENS CANADA LTD.
	By	/s/ Michael Bailey
		Name:  Michael Bailey
		Title:    Senior Vice President
CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By	/s/ Peter Chauvin
		Name:  Peter Chauvin
		Title:    Vice President
	By	/s/ Alain Daoust
		Name:  Alain Daoust
		Title:    Director

SCHEDULE 1 TO THE

CANADIAN SECURITY AGREEMENT

COPYRIGHT LICENSES

SCHEDULE 2 TO THE

CANADIAN SECURITY AGREEMENT

COPYRIGHTS

Registered Owner/Grantor Title Registration
Number

SCHEDULE 3 TO THE

CANADIAN SECURITY AGREEMENT

PATENT LICENSES

SCHEDULE 4 TO THE

CANADIAN SECURITY AGREEMENT

PATENTS

SCHEDULE 5 TO THE

CANADIAN SECURITY AGREEMENT

TRADEMARK LICENSES

SCHEDULE 6 TO THE

CANADIAN SECURITY AGREEMENT

TRADEMARKS

Domestic Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No.

Foreign Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No. Country

SCHEDULE 7 TO THE

CANADIAN SECURITY AGREEMENT

INDUSTRIAL DESIGNS

SCHEDULE 8 TO THE

CANADIAN SECURITY AGREEMENT

INDUSTRIAL DESIGN LICENSES

ANNEX 1 TO THE

CANADIAN SECURITY AGREEMENT

SUPPLEMENT NO. [  ] dated as of [             ], to the Security Agreement (the “Canadian Security Agreement”) dated as of October 4, 2004, among, JOSTENS CANADA LTD., (the “Canadian Borrower”), together with each other Person who from time to time is required to become a party hereto pursuant to Section 9.11 of the Credit Agreement referenced below (each a “Guarantor” and, collectively, the “Guarantors”; the Canadian Borrower and the Guarantors are referred to collectively as the “Grantors”), and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement referred to below.

A.  Reference is made to (a) Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), the Canadian Borrower, JOSTENS SECONDARY HOLDINGS CORP. a Delaware Corporation, the Lenders referred to therein, CREDIT SUISSE FIRST BOSTON (the “Administrative Agent”) and the Canadian Administrative Agent and (b) the Canadian Guarantee dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Canadian Guarantee”), among the Borrower, the Guarantors and the Canadian Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Canadian Security Agreement.

C.  The Grantors have entered into the Canadian Security Agreement in order to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Canadian Borrower.

D.  Section 9.11 of the Credit Agreement and Section 8.13 of the Canadian Security Agreement provide that each Subsidiary of the Canadian Borrower that is required to become a party to the Canadian Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Canadian Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New Grantor” and, collectively, the “New Guarantors”) is executing this Supplement in accordance with the requirements of the Canadian Security Agreement to become a Grantor under the

Security Agreement in order to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Canadian Administrative Agent and the New Grantors agree as follows:

SECTION 1.  In accordance with subsection 8.13 of the Canadian Security Agreement, each New Grantor by its signature below becomes a Grantor under the Canadian Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Canadian Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest.  Each reference to a “Grantor” in the Canadian Security Agreement shall be deemed to include each New Grantor.  The Canadian Security Agreement is hereby incorporated herein by reference.

SECTION 2.  Each New Grantor represents and warrants to the Canadian Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Administrative Agent and the Canadian Borrower.  This Supplement shall become effective as to each New Grantor when the Canadian Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Canadian Administrative Agent.

SECTION 4.  Each New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of such New Grantor, (b) set forth under its signature hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the true and correct location of the chief executive office and principal place of business and any office in which it maintains books or records relating to Collateral owned by it, and (iv) the identity or type of organization or corporate structure of such New Grantor, and (c) as of the date hereof (i) Schedule II hereto sets

2

forth all of each New Grantor’s Copyright Licenses, (ii) Schedule III hereto sets forth, in proper form for filing with the Canadian Intellectual Property Office, all of each New Grantor’s Copyrights (and all applications therefor), (iii) Schedule IV hereto sets forth, in proper form for filing with the Canadian Intellectual Property Office all of each New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth, in proper form for filing with the Canadian Intellectual Property Office, all of each New Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto sets forth, in proper form for filing with the Canadian Intellectual Property Office, all of each New Grantor’s Trademark Licenses, (vi) Schedule VII hereto sets forth, in proper form for filing with the Canadian Intellectual Property Office, all of each New Grantor’s Trademarks (and all applications therefor), (vii) Schedule VIII hereto sets forth, in proper form for filing with the Canadian Intellectual Property Office all of each New Grantor’s Industrial Designs (and all applications therefore), and (viii) Schedule IX hereto sets forth all of each New Grantor’s Industrial Design Licenses.

SECTION 5.  Except as expressly supplemented hereby, the Canadian Security Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE IN THE PROVINCE OF ONTARIO.

SECTION 7.  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to each New Grantor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 13.2 of the Credit Agreement.

SECTION 9.  Each New Grantor agrees to reimburse the Canadian Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Canadian Administrative Agent.

3

IN WITNESS WHEREOF, each New Grantor and the Canadian Administrative Agent have duly executed this Supplement to the Canadian Security Agreement as of the day and year first above written.

[NAME OF NEW GRANTOR]
	By
		Name:
		Title:

Legal Name Jurisdiction of
Incorporation or
Organization Location of Chief
Executive Office
and Principal
Place of Business Type of
Organization or
Corporate
Structure

CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

4

SCHEDULE I

TO THE SUPPLEMENT NO.        TO THE

CANADIAN SECURITY AGREEMENT

COLLATERAL

SCHEDULE II

TO SUPPLEMENT NO.     TO THE

CANADIAN SECURITY AGREEMENT

COPYRIGHT LICENSES

SCHEDULE III

TO SUPPLEMENT NO.     TO THE

CANADIAN SECURITY AGREEMENT

COPYRIGHTS

Registered Owner/Grantor Title Registration
Number

SCHEDULE IV

TO SUPPLEMENT NO.      TO THE

CANADIAN SECURITY AGREEMENT

PATENT LICENSES

SCHEDULE V

TO SUPPLEMENT NO.    TO THE

CANADIAN SECURITY AGREEMENT

PATENTS

SCHEDULE VI

TO SUPPLEMENT NO.     TO THE

CANADIAN SECURITY AGREEMENT

TRADEMARK LICENSES

SCHEDULE VII

TO SUPPLEMENT NO.     TO THE

CANADIAN SECURITY AGREEMENT

TRADEMARKS

Domestic Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No.

Foreign Trademarks

Registered
Owner/Grantor Trademark Registration
No. Application
No. Country

SCHEDULE VIII

TO THE SUPPLEMENT NO.      TO THE

CANADIAN SECURITY AGREEMENT

INDUSTRIAL DESIGNS

SCHEDULE IX

TO THE SUPPLEMENT NO.      TO THE

CANADIAN SECURITY AGREEMENT

INDUSTRIAL DESIGN LICENSES

EX-10.6

Exhibit 10.6

EXECUTION COPY

PLEDGE AGREEMENT

PLEDGE AGREEMENT dated as of  October 4, 2004, made among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Borrower and Holdings are referred to collectively as the “Pledgors”) and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among the Borrower, JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”; and, together with the Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative Agent, and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”).

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to the Borrowers and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrowers (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with the Borrowers;

WHEREAS, pursuant to the US Guarantee and the dated as of the date hereof (the “Guarantee”), Holdings and each Subsidiary Pledgor has unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined below), and, pursuant to the Canadian Guarantee dated as of the date hereof, the Borrower, Holdings and each Subsidiary Pledgor has so guaranteed the Obligations of the Canadian Borrower;

WHEREAS, each Subsidiary Pledgor is a Domestic Subsidiary of the Borrower;

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to the Subsidiary Pledgors in connection with the operation of their respective businesses;

WHEREAS, each Pledgor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit;

WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Borrower, Holdings and the Subsidiary Pledgors shall have executed

and delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Secured Parties; and

WHEREAS, (a) Holdings is the legal and beneficial owner of all the issued and outstanding shares of capital stock of the Borrower, (b) the Borrower and the Subsidiary Pledgors are the legal and beneficial owners of the Equity Interests described under Schedule 2 hereto and issued by the entities named therein (the pledged Equity Interests described under (a) and (b) are, together with any Equity Interests obtained in the future of the issuer of such Pledged Shares (the “After-acquired Shares”), referred to collectively herein as the “Pledged Shares”) and (c) each of the Pledgors is the legal and beneficial owner of the Indebtedness (the “Pledged Debt”) described under Schedule 2 hereto;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers, the Pledgors hereby agree with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

1.Defined Terms.

(a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement and all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein shall have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the NY UCC.

(b)As used herein, the term “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

(c)As used herein, the term “Obligations” means the collective reference to (i) the due and punctual payment of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers or any other Credit Party to any of the Secured Parties under the Credit Agreement and the other Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the

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Borrowers under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Credit Party under or pursuant to this Pledge Agreement or the other Credit Documents, (iv) the due and punctual payment and performance of all obligations of each Credit Party under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or its affiliates arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds.

Notwithstanding the foregoing, no more than 65% of the issued and outstanding capital stock in any Foreign Subsidiary in the aggregate shall be pledged under the Security Documents.

(d)As used herein, the term “Secured Parties” means (i) the Lenders, (ii) the Letter of Credit Issuers, (iii) the Swingline Lender, (iv) the Administrative Agent, (v) Canadian Administrative Agent, (vi) the other Agents, (vii)  each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (viii) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Credit Document and (ix) any successors, indorsees, transferees and assigns of each of the foregoing.

(e)“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent or the Canadian Administrative Agent, the aggregate amount, if any (i) made available to the Borrower or the Canadian Borrower, as the case may be, on the assumption that each Lender has made its pro rata share of the applicable Borrowing available to the Administrative Agent or the Canadian Administrative Agent, as the case may be, as contemplated by Section 2.4(b) of the Credit Agreement and (ii) with respect to which a corresponding amount shall not in fact have been made available to the Administrative Agent or the Canadian Administrative Agent, as the case may be, by any such Lender, (b) with respect to the Swingline Lender, the aggregate amount, if any, of participations in respect of any outstanding Swingline Loan that shall not have been funded by the applicable Lenders in accordance with Section 2.1(d) of the Credit Agreement and (c) with respect to any Letter of Credit Issuer, the aggregate amount, if any, of unreimbursed payments under any Letter of Credit made by such Letter of Credit Issuer that shall not have been reimbursed by the Borrower or the Canadian Borrower, as applicable, pursuant to Section 3.4(a) of the Credit Agreement, or repaid for the account of such Letter of Credit Issuer by the applicable L/C Participants pursuant to Section 3.3(e) of the Credit Agreement.

(f)References to “Lenders” in this Pledge Agreement shall be deemed to include affiliates of Lenders that may from time to time enter into Hedge Agreements with the Borrower.

(g)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any particular provision of this Pledge Agreement, and Section references are to Sections

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of this Pledge Agreement unless otherwise specified.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(h)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.Grant of Security.  Each Pledgor hereby transfers, assigns and pledges to the Administrative Agent for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties, a security interest (“Security Interest”) in all of such Pledgor’s right, title and interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Collateral”):

(a)the Pledged Shares held by such Pledgor and the certificates representing such Pledged Shares and any interest of such Pledgor in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, provided that the Pledged Shares under this Pledge Agreement shall not include more than 65 percent of the issued and outstanding Equity Interests in any Foreign Subsidiary;

(b)the Pledged Debt and the instruments evidencing the Pledged Debt owed to such Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Debt; and

(c)to the extent not covered by clauses (a) and (b) above, respectively, all proceeds of any or all of the foregoing Collateral.  For purposes of this Pledge Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Pledgor or the Administrative Agent from time to time with respect to any of the Collateral.

3.Security for Obligations.  This Pledge Agreement secures the payment of all Obligations of each Credit Party.  Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by any of the Credit Parties to the Administrative Agent, the Canadian Administrative Agent or the Lenders under the Credit Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party.

4.Delivery of the Collateral.  All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent.  The Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and without notice to any Pledgor, to transfer to or to register

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in the name of the Administrative Agent or any of its nominees any or all of the Pledged Shares.  Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 2 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities.  Each schedule so delivered shall supersede any prior schedules so delivered.

5.Representations and Warranties.  Each Pledgor represents and warrants as follows:

(a)Schedule 2 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, the Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged Shares and (B) the issuer, the initial principal amount, the Pledgor and holder, date of and maturity date of all Pledged Debt and (ii) together with the comparable schedule to each supplement hereto, includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.  Except as set forth on Schedule 2, the Pledged Shares represent all (or 65 percent in the case of pledges of Foreign Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity Interests in the issuer on the date hereof.

(b)Such Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such Pledgor hereunder free and clear of any Lien, except for the Lien created by this Pledge Agreement.

(c)As of the date of this Pledge Agreement, the Pledged Shares pledged by such Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d)The execution and delivery by such Pledgor of this Pledge Agreement and the pledge of the Collateral pledged by such Pledgor hereunder pursuant hereto create a valid and perfected first-priority security interest in the Collateral, securing the payment of the Obligations, in favor of the Administrative Agent for the ratable benefit of the Secured Parties.

(e)Such Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such Pledgor pursuant to this Pledge Agreement and this Pledge Agreement constitutes a legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity.

6.Certification of Limited Liability Company, Limited Partnership Interests and Pledged Debt.  (a) The Equity Interests in any Domestic Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall be represented by a certificate and in the organizational documents of such Domestic Subsidiary, the applicable Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language

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substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the Uniform Commercial Code:

“The Partnership/Company hereby irrevocably elects that all membership interests in the Partnership/Company shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable].  Each certificate evidencing partnership/membership interests in the Partnership/Company shall bear the following legend:  “This certificate evidences an interest in [name of Partnership/LLC] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.”  No change to this provision shall be effective until all outstanding certificates have been surrendered for cancelation and any new certificates thereafter issued shall not bear the foregoing legend.”

(b)Each Pledgor will cause any Indebtedness for borrowed money in an aggregate principal amount exceeding $1,000,000 owed to such Pledgor and required to be pledged hereunder to be evidenced by a duly executed promissory note that is pledged and delivered to the Administrative Agent pursuant to the terms hereof.

7.Further Assurances.  Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby  (including the priority thereof) or (y) to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

8.Voting Rights; Dividends and Distributions; Etc.  (a) So long as no Event of Default shall have occurred and be continuing:

(i)Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Pledge Agreement or the other Credit Documents.

(ii)The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

(iii)Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Pledge Agreement, any and all dividends, distributions, principal and interest made or paid in respect of the Collateral to the extent permitted by the Credit Agreement; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged

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Shares or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Administrative Agent as Collateral in the same form as so received (with any necessary indorsement).

(b)Upon written notice to each Pledgor by the Administrative Agent following the occurrence and during the continuance of an Event of Default,

(i)all rights of such Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuance of such Event of Default, provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Pledgors to exercise such rights.  After all Events of Default have been cured or waived and the Borrower has delivered to the Administrative Agent a certificate to that effect, each Pledgor will have the right to exercise the voting and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the Administrative Agent under Section 8(a)(ii) shall be reinstated);

(ii)all rights of such Pledgor to receive the dividends, distributions and principal and interest payments that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuance of such Event of Default.  After all Events of Default have been cured or waived and the Borrower has delivered to the Administrative Agent a certificate to that effect, the Administrative Agent shall repay to each Pledgor (without interest) all dividends, distributions and principal and interest payments that such Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);

(iii)all dividends, distributions and principal and interest payments that are received by such Pledgor contrary to the provisions of Section 8(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor and shall forthwith be delivered to the Administrative Agent as Collateral in the same form as so received (with any necessary indorsements); and

(iv)in order to permit the Administrative Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under

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Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 8(c)(i) above, and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii) above, such Pledgor shall, if necessary, upon written notice from the Administrative Agent, from time to time execute and deliver to the Administrative Agent, appropriate proxies, dividend payment orders and other instruments as the Administrative Agent may reasonably request.

9.Transfers and Other Liens; Additional Collateral; Etc.  Each Pledgor shall (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien under this Pledge Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets permitted by the Credit Agreement and such assets are or include any of the Collateral, the Administrative Agent shall release such Collateral to such Pledgor free and clear of the Lien under this Pledge Agreement concurrently with the consummation of such sale;

(b)pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Administrative Agent for the benefit of the Secured Parties, immediately upon acquisition thereof, all the capital stock and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and

(c)defend its and the Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than the Lien of this Pledge Agreement), however arising, and any and all Persons whomsoever.

10.Administrative Agent Appointed Attorney-in-Fact.  Each Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the Administrative Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence and during the continuance of an Event of Default, that the Administrative Agent may deem reasonably necessary or advisable to accomplish the purposes of this Pledge Agreement, including to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

11.The Administrative Agent’s Duties.  The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares or Pledged Debt, whether or not the Administrative Agent or any other Secured

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Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property.

12.Remedies.  If any Event of Default shall have occurred and be continuing:

(a)The Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC or any other applicable law and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral.  The Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  The Administrative Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Administrative Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 12(b)(i), and (y) the ratable satisfaction of the Obligations in accordance with Section 12(b)(ii) pay the purchase price by crediting the amount thereof against the Obligations.  Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, each Pledgor hereby waives any claim against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree.

(b)The Administrative Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt as follows:

(i)first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent in connection with such collection or sale or

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otherwise in connection with this Pledge Agreement, the other Credit Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Credit Document on behalf of any Pledgor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;

(ii)second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Canadian Administrative Agent, the Swingline Lender and any Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution);

(iii)third, to the Secured Parties, an amount equal to all Obligations owing to them on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

(iv)fourth, any surplus then remaining shall be paid to the Pledgors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

(c)The Administrative Agent may exercise any and all rights and remedies of each Pledgor in respect of the Collateral.

(d)All payments received by any Pledgor after the occurrence and during the continuance of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Administrative Agent as Collateral in the same form as so received (with any necessary indorsement).

(e)Notwithstanding any other provision of this Pledge Agreement, none of the rights and remedies granted to the Administrative Agent herein in respect of any Nova Scotia unlimited liability company (“NSULC”), now owned or hereafter acquired by a Pledgor (other than the grant of the security interest) shall be exercisable or otherwise vest in the Administrative Agent, the Lenders or any of the other Secured Parties and the applicable Pledgor shall remain the legal and beneficial owner of any pledged NSULC stock and shall retain all of the incidents of such ownership until (i) an Event of Default has occurred, and (ii) the Administrative Agent has given notice to the applicable Pledgor of such Event of Default and its intention to exercise such rights and remedies in respect of such NSULC stock.  Nothing contained herein shall be

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construed to subject the Administrative Agent, the Lenders or any of the other Secured Parties to liability as a member or owner of shares of a NSULC.

13.Amendments, etc. with Respect to the Obligations; Waiver of Rights.  Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Pledge Agreement or any property subject thereto.  When making any demand hereunder against any Pledgor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Pledgor or pledgor, and any failure by the Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any Pledgor or pledgor or any release of the Borrower or any Pledgor or pledgor shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Secured Party against any Pledgor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

14.Continuing Security Interest; Assignments Under the Credit Agreement; Release.  (a)This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than contingent indemnity obligations not then due) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

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(b)A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Pledgor ceases to be a Domestic Subsidiary of the Borrower.

(c)Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, the obligations of such Pledgor with respect to such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(d)In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Administrative Agent.

15.Reinstatement.  This Pledge Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

16.Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and notices hereunder to any Subsidiary Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

17.Counterparts.  This Pledge Agreement may be executed by one or more of the parties to this Pledge Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Pledge Agreement signed by all the parties shall be lodged with the Administrative Agent and the Borrower.

18.Severability.  Any provision of this Pledge Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

19.Integration.  This Pledge Agreement represents the agreement of each of the Pledgors with respect to the subject matter hereof and there are no promises, undertakings,

12

representations or warranties by the Administrative Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

20.Amendments in Writing; No Waiver; Cumulative Remedies.

(a)None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Pledgor and the Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

(b)Neither the Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or such other Secured Party would otherwise have on any future occasion.

(c)The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

21.Section Headings.  The Section headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

22.Successors and Assigns.  This Pledge Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Pledge Agreement without the prior written consent of the Administrative Agent.

23.WAIVER OF JURY TRIAL.  EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

24.Submission to Jurisdiction; Waivers.  Each of the Pledgors hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Pledge Agreement, and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general

13

jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Pledgor at its address referred to in Section 16 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right of the Administrative Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Administrative Agent or any other Secured Party to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages.

25.GOVERNING LAW.  THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

14

IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

JOSTENS SECONDARY HOLDINGS CORP.
	By	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary, Treasurer
JOSTENS IH CORP.
	By	/s/ David A. Tayeh
		Name:  David Tayeh
		Title:    Secretary

SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

SUBSIDIARY PLEDGORS:
JOSTENS, INC.
	By:	/s/ David A. Tayeh
		Name:  David Tayeh
		Title:    Chief Financial Officer

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	AHC I ACQUISITION CORP.
	By:	/s/ Kenneth A. Budde
		Name:  Kenneth A. Budde
		Title:    Secretary

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	AKI, INC.
	By:	/s/ Kenneth A. Budde
		Name:  Kenneth A. Budde
		Title:    Secretary

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	AKI HOLDING CORP.
	By:	/s/ Kenneth A. Budde
		Name:  Kenneth A. Budde
		Title:    Secretary

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	ANTHOLOGY, INC.
	By:	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	IST, CORP.
	By:	/s/ Kenneth A. Budde
		Name:  Kenneth A. Budde
		Title:    Secretary

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	PRECISION OFFSET PRINTING COMPANY.
	By:	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	THE LEHIGH PRESS, INC.
	By:	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	VON HOFFMANN CORPORATION
	By:	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President

			SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.
SUBSIDIARY PLEDGORS:
	VON HOFFMANN HOLDINGS INC.
	By:	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President

SIGNATURE PAGE TO THE PLEDGE AGREEMENT DATED AS OF OCTOBER 4, 2004, AMONG JOSTENS IH CORP. (THE “BORROWER”), JOSTENS SECONDARY HOLDINGS CORP., EACH OF THE SUBSIDIARIES OF THE BORROWER LISTED ON SCHEDULE 1 HERETO, AND CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO THEREIN.

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director
	By	/s/ Vanessa Gomez
		Name:  Vanessa Gomez
		Title:    Associate

SCHEDULE 1

TO THE PLEDGE AGREEMENT

SUBSIDIARY PLEDGORS

SCHEDULE 2

TO THE PLEDGE AGREEMENT

Pledged Shares

[Schedule To Come]

Pledged Debt

[Schedule To Come]

ANNEX A

TO THE PLEDGE AGREEMENT

SUPPLEMENT NO. [  ] dated as of [            ], 200_ to the PLEDGE AGREEMENT dated as of October 4, 2004, made among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), each of the subsidiaries of the Borrower listed on Schedule 1 to the Pledge Agreement (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Borrower, Subsidiary Pledgors and Holdings are referred to collectively as the “Pledgors”), and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement referred to below.

A.  Reference is made to (a) the Credit Agreement (the “Credit Agreement”) dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a company organized under the laws of Canada (the “Canadian Borrower”), certain subsidiaries of the Borrower (each a “Subsidiary” and, collectively,  the “Subsidiaries”), and Holdings, the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), the Administrative Agent, and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH,  as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”), and (b) the US Guarantee dated as of the date hereof and made in favor of the Administrative Agent and the Canadian Guarantee dated as of the date hereof and made in favor of the Canadian Administrative Agent.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement.

C.  The Pledgors have entered into the Pledge Agreement in order to induce Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers.

D.  The undersigned [Pledgors] [Domestic Subsidiaries] (each a “Additional Pledgor”) are (a) the legal and beneficial owners of the Equity Interests described under Schedule 1 hereto and issued by the entities named therein (such pledged Equity Interests, together with any Equity Interests obtained in the future of the issuer of such Pledged Shares (the “After-acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owners of the Indebtedness (the “Additional Pledged Debt”) described under Schedule 1 hereto.

E.  Section 9.12 of the Credit Agreement and Section 9(b) of the Pledge Agreement provide that additional Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement.  Each undersigned Additional Pledgor is executing this Supplement in accordance with the requirements of Section 9(b) of the Pledge Agreement to pledge to the Administrative Agent for the benefit of the Secured Parties the Additional Pledged Shares and the Additional Pledged Debt

[and to become a Subsidiary Pledgor under the Pledge Agreement] in order to induce the Lenders and the Letter of Credit Issuers to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Administrative Agent and each undersigned Additional Pledgor agree as follows:

SECTION 1.  In accordance with Section 9(b) of the Pledge Agreement, each Additional Pledgor by its signature hereby transfers, assigns and pledges to the Administrative Agent for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties, a security interest in all of such Additional Pledgor’s right, title and interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Additional Collateral”):

(a)the Additional Pledged Shares held by such Additional Pledgor and the certificates representing such Additional Pledged Shares and any interest of such Additional Pledgor in the entries on the books of the issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Additional Pledged Shares, provided that the Additional Pledged Shares under this Supplement shall not include more than 65 percent of the issued and outstanding Equity Interests in any Foreign Subsidiary;

(b)the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Debt; and

(c)to the extent not covered by clauses (a) and (b) above, respectively, all proceeds of any or all of the foregoing Additional Collateral.  For purposes of this Supplement, the term “proceeds” includes whatever is receivable or received when Additional Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Additional Pledgor or the Administrative Agent from time to time with respect to any of the Additional Collateral.

For purposes of the Pledge Agreement, (x) the Collateral shall be deemed to include the Additional Collateral and (y) the After-acquired Pledged Shares shall be deemed to include the Additional After-acquired Pledge Shares.

[SECTION 2.  Each Additional Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and each Additional Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.  Each reference to a “Subsidiary Pledgor” or

a “Pledgor” in the Pledge Agreement shall be deemed to include each Additional Pledgor.  The Pledge Agreement is hereby incorporated herein by reference.] (1)

SECTION [2][3].  Each Additional Pledgor represents and warrants as follows:

(a)Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, the Pledgor and registered owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the Pledgor and holder, date of and maturity date of all Additional Pledged Debt and (ii) together with Schedule 2 to the Pledge Agreement, the comparable schedules to each other Supplement to the Pledge Agreement, includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.  Except as set forth on Schedule 1, the Pledged Shares represent all (or 65 percent in the case of pledges of Foreign Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity Interests of the issuer on the date hereof.

(b)Such Additional Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Pledgor hereunder free and clear of any Lien, except for the Lien created by this Supplement to the Pledge Agreement.

(c)As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d)The execution and delivery by such Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Pledgor hereunder pursuant hereto create a valid and perfected first-priority security interest in the Additional Collateral, securing the payment of the Obligations, in favor of the Administrative Agent for the ratable benefit of the Secured Parties.

(e)Such Additional Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional Pledgor, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity.

SECTION [3][4].  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Administrative Agent and the Borrower.  This Supplement shall become effective as to each Additional Pledgor when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Administrative Agent.

(1) Include only for Additional Pledgors that are not already signatories to the Pledge Agreement.

SECTION [4][5].  Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect.

SECTION [5][6].  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION [6][7].  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION [7][8].  All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Pledge Agreement.  All communications and notices hereunder to each Additional Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement.

SECTION [8][9].  Each Additional Pledgor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

IN WITNESS WHEREOF, each Additional Pledgor and the Administrative Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written.

[NAME OF ADDITIONAL PLEDGOR]
	By
		Name:
		Title:
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT
	By
		Name:
		Title:
	By
		Name:
		Title:

SCHEDULE 1

TO SUPPLEMENT NO. [  ]

TO THE PLEDGE AGREEMENT

Pledged Shares

Pledgor Issuer Class of Stock Stock
Certificate
No(s) Number of
Shares Percentage of
Issued and
Outstanding
Shares

Pledged Debt

Pledgor Issuer Initial Principal Amount Date of Note Maturity Date

EX-10.7

Exhibit 10.7

EXECUTION COPY

CANADIAN PLEDGE AGREEMENT

PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of October 4, 2004, made among JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), any other person that may become a party by executing a supplement to this Pledge Agreement substantially in the form of Annex A to this Pledge Agreement (the “Canadian Subsidiary Pledgors”, each a “Canadian Subsidiary Pledgor”; together with the Canadian Borrower, the “Canadian Pledgors” and each a “Canadian Pledgor”) and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware Corporation (the “Borrower”), the Canadian Borrower, JOSTENS SECONDARY HOLDINGS CORP., a Delaware Corporation, the Lenders, CREDIT SUISSE FIRST BOSTON, as administrative agent and the Canadian Administrative Agent.

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Canadian Lenders have severally agreed to make Loans to the Canadian Borrower and the Canadian Letter of Credit Issuer has agreed to issue Canadian Letters of Credit for the account of the Canadian Borrower (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with the Canadian Borrower;

WHEREAS, pursuant to the Canadian Guarantee (the “Canadian Guarantee”)  dated as of the date hereof, the Borrower and each Canadian Subsidiary Pledgor has unconditionally and irrevocably guaranteed to the Canadian Administrative Agent, for the ratable benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined below);

WHEREAS, each Canadian Subsidiary Pledgor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit;

WHEREAS, it is a condition precedent to the obligation of the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement that the Canadian Pledgors shall have executed and delivered this Pledge Agreement to the Canadian Administrative Agent for the ratable benefit of the Secured Parties; and

WHEREAS, (a) Canadian Borrower is the legal and beneficial owner of all the issued and outstanding shares of capital stock of the Canadian Subsidiary Pledgors, (b) the Parent is the legal and beneficial owner of all the issued and outstanding shares of capital stock

of the Canadian Borrower, and (c) the Canadian Pledgors are the legal and beneficial owners of the Equity Interests described under Schedule 1 hereto and issued by the entities named therein (the pledged Equity Interests described under (a), (b) and (c) are, together with any Equity Interests obtained in the future of the issuer of such Pledged Shares (the “After-acquired Shares”), referred to collectively herein as the “Pledged Shares”) and (d) each of the Canadian Pledgors is the legal and beneficial owner of the Indebtedness (the “Pledged Debt”) described under Schedule 1 hereto;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Canadian Borrower, the Canadian Pledgors hereby agree with the Canadian Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

1.  Defined Terms.

(a)  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement and all terms defined in the Personal Property Security Act (Ontario), as amended from time to time (the “PPSA”) and not defined herein shall have the meanings specified therein.

(b)  As used herein, the term “Equity Interests” means shares of capital stock, partnership interests, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

(c)  As used herein, the term “Obligations” means the collective reference to (i) the due and punctual payment required to be made by the Canadian Borrower of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by the Canadian Borrower under the Credit Agreement in respect of any Canadian Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Canadian Borrower or any other Canadian Pledgor to any of the Secured Parties under the Credit Agreement and the other Credit Documents, including, without limitation,

2

the Canadian Guarantee, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Canadian Borrower under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Canadian Pledgor under or pursuant to this Pledge Agreement or the other Credit Documents, including, without limitation the Canadian Guarantee, (iv) the due and punctual payment and performance of all obligations of each Canadian Pledgor under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations of the Canadian Borrower or any Canadian Pledgor in respect of overdrafts and related liabilities owed to the Canadian Administrative Agent or its affiliates arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds.

(d)  As used herein, the term “Secured Parties” means any of the following to whom an Obligation is outstanding (i) the Lenders, (ii) the Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative Agent, (v) the Canadian Administrative Agent, (vi) the other Agents, (vii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (viii) the beneficiaries of each indemnification obligation undertaken by any Canadian Pledgor under any Credit Document, including, without limitation, the Canadian Guarantee and (ix) any successors, indorsees, transferees and assigns of each of the foregoing.

(e)  “Unfunded Advances/Participations” shall mean (a) with respect to the Canadian Administrative Agent, the aggregate amount, if any (i) made available to the Canadian Borrower on the assumption that each Lender has made its pro rata share of the applicable Borrowing available to the Canadian Administrative Agent as contemplated by Section 2.4(b) of the Credit Agreement and (ii) with respect to which a corresponding amount shall not in fact have been made available to the Canadian Administrative Agent, by any such Lender and (b) with respect to the Canadian Letter of Credit Issuer, the aggregate amount, if any, of unreimbursed payments under any Letter of Credit made by such Letter of Credit Issuer that shall not have been reimbursed by the Canadian Borrower pursuant to Section 3.4(a) of the Credit Agreement, or repaid for the account of such Letter of Credit Issuer by the applicable L/C Participants pursuant to Section 3.3(e) of the Credit Agreement.

(f)  References to “Lenders” in this Pledge Agreement shall be deemed to include affiliates of Lenders that may from time to time enter into Hedge Agreements with any Canadian Pledgor.

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(g)  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any particular provision of this Pledge Agreement, and Section references are to Sections of this Pledge Agreement unless otherwise specified.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(h)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.  Grant of Security.  Each Canadian Pledgor hereby transfers, assigns and pledges to the Canadian Administrative Agent for the ratable benefit of the Secured Parties, and hereby grants to the Canadian Administrative Agent for the ratable benefit of the Secured Parties, a security interest (“Security Interest”) in all of such Canadian Pledgor’s right, title and interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Collateral”):

(a)  the Pledged Shares held by such Canadian Pledgor and the certificates representing such Pledged Shares and any interest of such Pledgor in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;

(b)  the Pledged Debt and the instruments evidencing the Pledged Debt owed to such Canadian Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Debt; and

(c)  to the extent not covered by clauses (a) and (b) above, respectively, all proceeds of any or all of the foregoing Collateral.  For purposes of this Pledge Agreement, the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Canadian Pledgor or the Canadian Administrative Agent from time to time with respect to any of the Collateral.

3.  Security for Obligations.  This Pledge Agreement secures the payment of all Obligations of the Canadian Pledgors.  Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by any of the Canadian Pledgors to the Canadian Administrative Agent or the Lenders under the Credit Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party.

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4.  Delivery of the Collateral.  All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Canadian Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Canadian Administrative Agent.  Subject to Section 16(b), the Canadian Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and without notice to any Canadian Pledgor, to transfer to or to register in the name of the Canadian Administrative Agent or any of its nominees any or all of the Pledged Shares or Pledged Debt.  Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities.  Each schedule so delivered shall supersede any prior schedules so delivered.

5.  Representations and Warranties.  Each Canadian Pledgor represents and warrants as follows:

(a)  Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, the Canadian Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged Shares and (B) the issuer, the initial principal amount, the Pledgor and holder, date of and maturity date of all Pledged Debt and (ii) together with the comparable schedule to each supplement hereto, includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.  Except as set forth on Schedule 1, the Pledged Shares represent all of the issued and outstanding Equity Interests of each class of Equity Interests in the issuer on the date hereof.

(b)  Except as expressly annotated in bold and set forth on Schedule 1, the Pledged Shares do not constitute shares of capital stock in an unlimited liability company.

(c)  Such Canadian Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such Canadian Pledgor hereunder free and clear of any Lien, except for the Lien created by this Pledge Agreement and Permitted Liens under the Credit Agreement.

(d)  As of the date of this Pledge Agreement, the Pledged Shares pledged by such Canadian Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

(e)  The execution and delivery by such Canadian Pledgor of this Pledge Agreement and the possession by the Canadian Administrative Agent of the Collateral pledged by such Canadian Pledgor hereunder pursuant hereto create a valid and perfected first-priority security interest in the

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Collateral, securing the payment of the Obligations, in favor of the Canadian Administrative Agent for the ratable benefit of the Secured Parties.

(f)  Such Canadian Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such Canadian Pledgor pursuant to this Pledge Agreement and this Pledge Agreement constitutes a legal, valid and binding obligation of each Canadian Pledgor, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity.

6.  Pledged Debt.  Each Canadian Pledgor will cause any Indebtedness for borrowed money owed to such Canadian Pledgor and required to be pledged hereunder to be evidenced by a duly executed promissory note that is pledged and delivered to the Canadian Administrative Agent pursuant to the terms hereof.

7.  Voting Rights; Dividends and Distributions; Etc.

(a)  So long as no Event of Default shall have occurred and be continuing:

(i)  Each Canadian Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Pledge Agreement or the other Credit Documents.

(ii)  The Canadian Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Canadian Pledgor all such proxies and other instruments as such Canadian Pledgor may reasonably request for the purpose of enabling such Canadian Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

(b)  Subject to paragraph (c) below, each Canadian Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Pledge Agreement, any and all dividends, distributions, principal and interest made or paid in respect of the Collateral to the extent permitted by the Credit Agreement; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, amalgamation, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Canadian Administrative Agent to hold as, Collateral and shall, if received by such Canadian Pledgor, be received in trust for the benefit of the Canadian Administrative Agent, be segregated from the other property or funds of such Canadian Pledgor and be forthwith

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delivered to the Canadian Administrative Agent as Collateral in the same form as so received (with any necessary indorsement).

(c)  Upon written notice to each Canadian Pledgor by the Canadian Administrative Agent following the occurrence and during the continuance of an Event of Default,

(i)  all rights of such Canadian Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the Canadian Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuance of such Event of Default, provided that, unless otherwise directed by the Required Canadian Revolving Credit Lenders, the Canadian Administrative Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Canadian Pledgors to exercise such rights.  After all Events of Default have been cured or waived and the Canadian Borrower has delivered to the Canadian Administrative Agent a certificate to that effect, each Canadian Pledgor will have the right to exercise the voting and consensual rights that such Canadian Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the Canadian Administrative Agent under Section 8(a)(ii) shall be reinstated);

(ii)  all rights of such Canadian Pledgor to receive the dividends, distributions and principal and interest payments that such Canadian Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the Canadian Administrative Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuance of such Event of Default.  After all Events of Default have been cured or waived and the Canadian Borrower has delivered to the Canadian Administrative Agent a certificate to that effect, the Canadian Administrative Agent shall repay to each Canadian Pledgor (without interest) all dividends, distributions and principal and interest payments that such Canadian Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);

(iii)  all dividends, distributions and principal and interest payments that are received by such Canadian Pledgor contrary to the provisions of Section 8(b) shall be received in trust for the benefit of the Canadian Administrative Agent, shall be segregated from other property or funds of such Canadian Pledgor and shall forthwith be delivered to the Canadian Administrative Agent as Collateral in the same form as so received (with any necessary indorsements); and

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(iv)  in order to permit the Canadian Administrative Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 8(c)(i) above, and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii) above, such Canadian Pledgor shall, upon written notice from the Canadian Administrative Agent, from time to time execute and deliver to the Canadian Administrative Agent, appropriate proxies, dividend payment orders and other instruments as the Canadian Administrative Agent may reasonably request.

8.  Further Assurances.  Each Canadian Pledgor agrees that at any time and from time to time, at the expense of such Canadian Pledgor, it will execute any and all further documents, financing statements, financing change statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, financing change statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Canadian Administrative Agent or the Required Canadian Revolving Credit Lenders may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby  (including the priority thereof) or (y) to enable the Canadian Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

9.  Transfers and Other Liens; Additional Collateral; Etc.  Each Canadian Pledgor shall:

(a)  not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien under this Pledge Agreement and Permitted Liens under the Credit Agreement, provided that in the event such Canadian Pledgor sells or otherwise disposes of assets permitted by the Credit Agreement and such assets are or include any of the Collateral, the Canadian Administrative Agent shall release such Collateral to such Canadian Pledgor free and clear of the Lien under this Pledge Agreement concurrently with the consummation of such sale;

(b)  pledge and, if applicable, cause each of its Subsidiaries to pledge, to the Canadian Administrative Agent for the benefit of the Secured Parties, immediately upon acquisition thereof, all the capital stock and all evidence of Indebtedness held or received by such Canadian Pledgor or Canadian Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Canadian Pledgor hereunder and that the rights and obligations of each Canadian Pledgor hereunder shall remain in full force

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and effect notwithstanding the addition of any new Canadian Subsidiary Pledgor as a party to this Pledge Agreement); and

(c)  defend its and the Canadian Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than the Lien of this Pledge Agreement), however arising, and any and all Persons whomsoever.

10.  Canadian Administrative Agent Appointed Attorney-in-Fact.  Each Canadian Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the Canadian Administrative Agent as such Canadian Pledgor’s attorney-in-fact, with full authority in the place and stead of such Canadian Pledgor and in the name of such Canadian Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence and during the continuance of an Event of Default, that the Canadian Administrative Agent may deem reasonably necessary or advisable to accomplish the purposes of this Pledge Agreement, including to receive, indorse and collect all instruments made payable to such Canadian Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

11.  The Canadian Administrative Agent’s Duties.  The powers conferred on the Canadian Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Canadian Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares or Pledged Debt, whether or not the Canadian Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  The Canadian Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Canadian Administrative Agent accords its own property.

12.  Remedies.  Subject to Section 16(b), if any Event of Default shall have occurred and be continuing:

(a)  The Canadian Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA or any other applicable law and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Canadian Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral.  The Canadian Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so)

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to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Canadian Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Canadian Pledgor, and each Canadian Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  The Canadian Administrative Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Canadian Administrative Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 12(b)(i), and (y) the ratable satisfaction of the Obligations in accordance with Section 12(b)(ii) pay the purchase price by crediting the amount thereof against the Obligations.  Each Canadian Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Canadian Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, to the extent that a longer notice period is not required by applicable law.  The Canadian Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Canadian Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, each Canadian Pledgor hereby waives any claim against the Canadian Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Canadian Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree.

(b)  The Canadian Administrative Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt as follows:

(i)  first, to the payment of all reasonable and documented costs and expenses incurred by the Canadian Administrative Agent in connection with such collection or sale or otherwise in connection with this Pledge Agreement, the other Credit Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Canadian Administrative Agent hereunder or under any other Credit Document on behalf of any Canadian Pledgor and any other reasonable and documented costs or expenses incurred in connection with the

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exercise of any right or remedy hereunder or under any other Credit Document;

(ii)  second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Canadian Administrative Agent and the Canadian Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution);

(iii)  third, to the Secured Parties, an amount equal to all Obligations owing to them on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

(iv)  fourth, any surplus then remaining shall be paid to the Canadian Pledgors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Upon any sale of the Collateral by the Canadian Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt for payment of the Canadian Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Canadian Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

(c)  The Canadian Administrative Agent may exercise any and all rights and remedies of each Canadian Pledgor in respect of the Collateral.

(d)  The Canadian Administrative Agent may appoint, remove and reappoint any Person or Persons, including an employee or agent of the Canadian Administrative Agent to be a receiver (the “Receiver”) which term shall include a receiver and manager or, or agent for, all or any part of the Collateral.  Any such Receiver shall, as far as concerns responsibility for its acts, be deemed to be the agent of the Canadian Pledgors and not of the Canadian Administrative Agent or any other Secured Party, and the Canadian Administrative Agent and other Secured Parties shall not in any way be responsible for any misconduct, negligence or nonfeasance of such Receiver, its employees or agents.  Except as otherwise directed by the Canadian Administrative Agent, all money received by such Receiver shall be received in trust for and paid to the Canadian Administrative Agent.  Such Receiver shall have all of the powers and rights of the Canadian Administrative Agent described in this Section 12(d) or as otherwise provided under the PPSA or the Bankruptcy and Insolvency Act (Canada) (“BIA”).  The Canadian Administrative Agent may, either directly or through its agents or nominees, exercise any or all powers and rights of a Receiver.

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The Canadian Pledgors shall pay all costs, charges and expenses incurred by the Canadian Administrative Agent or any Receiver or any nominee or agent of the Canadian Administrative Agent, whether directly or for services rendered (including, without limitation, solicitor’s costs on a solicitor and its own client basis, auditor’s costs, other legal expenses and Receiver remuneration) in enforcing this Pledge Agreement or any of the other Credit Documents and in enforcing the Obligations and all such expenses together with any money owing as a result of any borrowing permitted hereby or pursuant to any applicable law shall be a charge on the proceeds of realization and shall be secured hereby.

(e)  All payments received by any Canadian Pledgor after the occurrence and during the continuance of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the Canadian Administrative Agent, shall be segregated from other property or funds of such Canadian Pledgor and shall be forthwith delivered to the Canadian Administrative Agent as Collateral in the same form as so received (with any necessary indorsement).

13.  Amendments, etc. with Respect to the Obligations; Waiver of Rights.  Each Canadian Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Canadian Pledgor and without notice to or further assent by any Canadian Pledgor, (a) any demand for payment of any of the Obligations made by the Canadian Administrative Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Canadian Administrative Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Canadian Administrative Agent (or the Required Lenders or the Required Canadian Revolving Credit Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Canadian Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Pledge Agreement or any property subject thereto.  When making any demand hereunder against any Canadian Pledgor, the Canadian Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Canadian Borrower or any other Credit Party or pledgor, and any failure by the Canadian

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Administrative Agent or any other Secured Party to make any such demand or to collect any payments from the Canadian Borrower, other Credit Party or pledgor or any release of any Canadian Pledgor or pledgor shall not relieve any Canadian Pledgor in respect of which a demand or collection is not made or any Canadian Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Administrative Agent or any other Secured Party against any Canadian Pledgor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

14.  Continuing Security Interest; Assignments Under the Credit Agreement; Release.  (a)  This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Canadian Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Canadian Administrative Agent and the other Secured Parties and their respective successors, indorsees, permitted transferees and assigns in accordance with the terms of the Credit Agreement until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

(b)  Upon any sale or other transfer by any Canadian Pledgor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, the obligations of such Canadian Pledgor with respect to such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(c)  In connection with any termination or release pursuant to paragraph (a) or (b), the Canadian Administrative Agent shall execute and deliver to any Canadian Pledgor, at such Canadian Pledgor’s expense, all documents that such Canadian Pledgor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Canadian Administrative Agent.

15.  Reinstatement.  This Pledge Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Canadian Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Canadian Pledgor, or upon or as a result of the appointment of a receiver, interim receiver, receiver and manager, intervenor or conservator of, or trustee or similar officer for, the Canadian Borrower or any other Canadian Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

16.  Notices.  (a)  All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.  All communications and

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notices hereunder to any Canadian Pledgor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 13.2 of the Credit Agreement.

(b)  Notwithstanding anything contained herein or in any other agreement or document:

(i)  Pledged Shares which constitute shares of capital stock in an unlimited liability company shall not be transferred to or registered in the name of the Canadian Administrative Agent or any of its nominees; and

(ii)  none of the rights and remedies referred to in the second sentence of Section 4, Section 7(c) or Section 12 hereof shall be exercised (or deemed exercised) in relation to any Pledged Shares which constitute shares of capital stock in an unlimited liability company

except upon prior written notice in accordance with Section 16(a) which expressly states that such notice is delivered pursuant to this Section 16(b).

17.  Counterparts.  This Pledge Agreement may be executed by one or more of the parties to this Pledge Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Pledge Agreement signed by all the parties shall be lodged with the Canadian Administrative Agent and the Canadian Borrower.

18.  Severability.  Any provision of this Pledge Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

19.  Integration.  This Pledge Agreement represents the agreement of each of the Canadian Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Canadian Administrative Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

20.  Amendments in Writing; No Waiver; Cumulative Remedies.

(a)  None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Canadian Pledgor and the Canadian Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

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(b)  Neither the Canadian Administrative Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Canadian Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Canadian Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Canadian Administrative Agent or such other Secured Party would otherwise have on any future occasion.

(c)  The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

21.  Section Headings.  The Section headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

22.  Successors and Assigns.  This Pledge Agreement shall be binding upon the successors and assigns of each Canadian Pledgor and shall inure to the benefit of the Canadian Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Canadian Pledgor may assign, transfer or delegate any of its rights or obligations under this Pledge Agreement without the prior written consent of the Canadian Administrative Agent or as otherwise permitted under the Credit Agreement.

23.  WAIVER OF JURY TRIAL.  EACH CANADIAN PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

24.  Submission to Jurisdiction; Waivers.  Each of the Canadian Pledgors hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding relating to this Pledge Agreement, and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and the courts of the Province of Ontario and the appellate courts from any thereof;

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(b)  consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Canadian Pledgor at its address referred to in Section 16 or at such other address of which the Canadian Administrative Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right of the Canadian Administrative Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Canadian Administrative Agent or any other Secured Party to sue in any other jurisdiction; and

(e)  waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages.

25.  GOVERNING LAW.  THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE IN THE PROVINCE OF ONTARIO.

16

IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

JOSTENS CANADA LTD.
	By	/s/ Michael Bailey
		Name:  Michael Bailey
		Title:    Senior Vice President
CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	by	/s/ Peter Chauvin
		Name:  Peter Chauvin
		Title:    Vice President
	By	/s/ Bruce F. Wetherly
		Name:  Bruce F. Wetherly
		Title:    Director, Controllers Department

SCHEDULE 1

TO THE PLEDGE AGREEMENT

Pledged Shares

Pledged Debt

ANNEX A

TO THE CANADIAN PLEDGE AGREEMENT

SUPPLEMENT NO. [  ] dated as of [            ], 200_ to the CANADIAN PLEDGE AGREEMENT (the “Canadian Pledge Agreement”) dated as of October 4, 2004, made among JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower” and together with the Canadian Subsidiary Pledgors, the “Canadian Pledgors”) and CREDIT SUISSE FIRST BOSTON, TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement referred to below.

A.  Reference is made to (a) the Credit Agreement (the “Credit Agreement”) dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), the Canadian Borrower, JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”), and the Canadian Administrative Agent, and (b) the Canadian Guarantee dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Canadian Guarantee”), among the Borrower, the Canadian Guarantors party thereto and the Canadian Administrative Agent.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Canadian Pledge Agreement.

C.  The Canadian Pledgors have entered into the Canadian Pledge Agreement in order to induce Administrative Agent, the Canadian Administrative Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Canadian Borrower.

D.  The undersigned Canadian [Pledgors] (each a “Additional Canadian Pledgor”) are (a) the legal and beneficial owners of the Equity Interests described under Schedule 1 hereto and issued by the entities named therein (such pledged Equity Interests, together with any Equity Interests obtained in the future of the issuer of such Pledged Shares (the “After-acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owners of the Indebtedness (the “Additional Pledged Debt”) described under Schedule 1 hereto.

E.  Section 9.12 of the Credit Agreement and Section 9(b) of the Canadian Pledge Agreement provide that additional Canadian Subsidiaries may become Canadian Subsidiary Pledgors under the Canadian Pledge Agreement by execution and delivery of an instrument in the form of this Supplement.  Each undersigned Additional Canadian Pledgor is executing this Supplement in accordance with the requirements of Section 9(b)

of the Canadian Pledge Agreement to pledge to the Canadian Administrative Agent for the benefit of the Secured Parties the Additional Pledged Shares and the Additional Pledged Debt [and to become a Canadian Subsidiary Pledgor under the Canadian Pledge Agreement] in order to induce the Canadian Lenders and the Canadian Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Canadian Administrative Agent and each undersigned Additional Pledgor agree as follows:

SECTION 1.  In accordance with Section 9(b) of the Canadian Pledge Agreement, each Additional Canadian Pledgor by its signature hereby transfers, assigns and pledges to the Canadian Administrative Agent for the ratable benefit of the Secured Parties, and hereby grants to the Canadian Administrative Agent for the ratable benefit of the Secured Parties, a security interest in all of such Additional Canadian Pledgor’s right, title and interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Additional Collateral”):

(a)           the Additional Pledged Shares held by such Additional Canadian Pledgor and the certificates representing such Additional Pledged Shares and any interest of such Additional Canadian Pledgor in the entries on the books of the issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Additional Pledged Shares;

(b)           the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Canadian Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Debt; and

(c)           to the extent not covered by clauses (a) and (b) above, respectively, all proceeds of any or all of the foregoing Additional Collateral.  For purposes of this Supplement, the term “proceeds” includes whatever is receivable or received when Additional Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Additional Canadian Pledgor or the Canadian Administrative Agent from time to time with respect to any of the Additional Collateral.

For purposes of the Canadian Pledge Agreement, (x) the Collateral shall be deemed to include the Additional Collateral and (y) the After-acquired Pledged Shares shall be deemed to include the Additional After-acquired Pledged Shares.

[SECTION 2.  Each Additional Canadian Pledgor by its signature below becomes a Canadian Pledgor under the Canadian Pledge Agreement with the same force and effect as if originally named therein as a Canadian Pledgor and each Additional Canadian Pledgor hereby agrees to all the terms and provisions of the Canadian Pledge Agreement applicable to it as a Canadian Pledgor thereunder.  Each reference to a “Canadian Subsidiary Pledgor” or a “Canadian Pledgor” in the Pledge Agreement shall be deemed to include each Additional

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Canadian Pledgor.  The Canadian Pledge Agreement is hereby incorporated herein by reference.](1)

SECTION [2][3].  Each Additional Canadian Pledgor represents and warrants as follows:

(a)           Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, the [Additional] Canadian Pledgor and registered owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the [Additional] Canadian Pledgor and holder, date of and maturity date of all Additional Pledged Debt and (ii) together with Schedule 1 to the Canadian Pledge Agreement, the comparable schedules to each other Supplement to the Canadian Pledge Agreement, includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.  Except as set forth on Schedule 1, the Pledged Shares represent all of the issued and outstanding Equity Interests of each class of Equity Interests of the issuer on the date hereof.

(b)           Except as expressly annotated in bold and set forth on Schedule 1, the Pledged Shares do not constitute shares of capital stock in an unlimited liability company.

(c)           Such Additional Canadian Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Canadian Pledgor hereunder free and clear of any Lien, except for the Lien created by this Supplement to the Canadian Pledge Agreement.

(d)           As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Canadian Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.

(e)           The execution and delivery by such Additional Canadian Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Canadian Pledgor hereunder pursuant hereto create a valid and perfected first-priority security interest in the Additional Collateral, securing the payment of the Obligations, in favor of the Canadian Administrative Agent for the ratable benefit of the Secured Parties.

(f)            Such Additional Canadian Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional Canadian Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional Canadian Pledgor, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity.

SECTION [3][4].  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Canadian Administrative Agent and the Canadian Borrower.

(1)  Include only for Additional Pledgors that are not already signatories to the Pledge Agreement.

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This Supplement shall become effective as to each Additional Canadian Pledgor when the Canadian Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Canadian Pledgor and the Canadian Administrative Agent.

SECTION [4][5].  Except as expressly supplemented hereby, the Canadian Pledge Agreement shall remain in full force and effect.

SECTION [5][6].  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE IN THE PROVINCE OF ONTARIO.

SECTION [6][7].  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Canadian Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION [7][8].  All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Pledge Agreement.  All communications and notices hereunder to each Additional Canadian Pledgor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 13.2 of the Credit Agreement.

SECTION [8][9].  Each Additional Canadian Pledgor agrees to reimburse the Canadian Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Canadian Administrative Agent.

4

IN WITNESS WHEREOF, each Additional Canadian Pledgor and the Canadian Administrative Agent have duly executed this Supplement to the Canadian Pledge Agreement as of the day and year first above written.

[NAME OF ADDITIONAL CANADIAN PLEDGOR]
	By
		Name:
		Title:
CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	By
		Name:
		Title:

5

SCHEDULE 1

TO SUPPLEMENT NO. [  ]

TO THE CANADIAN PLEDGE AGREEMENT

Pledged Shares

Pledgor Issuer Class of Stock Stock
Certificate
No(s) Number of
Shares Percentage of
Issued and
Outstanding
Shares

Pledged Debt

Pledgor Issuer Initial Principal Amount Date of Note Maturity Date

EX-10.8

Exhibit 10.8

EXECUTION COPY

TRADEMARK SECURITY AGREEMENT, dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”) and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).

Reference is made to the Security Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among Holdings, the Borrower, the Subsidiary Grantors and the Administrative Agent.  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”)).  The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.  Holdings and the Subsidiary Grantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.   The rules of construction specified in Section 1(a) of the Security Agreement also apply to this Agreement.

SECTION 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II (the “Trademarks”);

(b) all goodwill associated with or symbolized by the Trademarks; and

(c) all assets, rights and interests that uniquely reflect or embody the Trademarks.

SECTION 3. Security Agreement.  The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement; provided that security interests granted herein shall automatically terminate upon the termination, release or other discharge of the Administrative Agent’s security interest in the Trademark Collateral granted pursuant to the Security Agreement as contemplated by the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JOSTENS IH CORP.,
	By	/s/ David A. Tayeh
		Name:  David Tayeh
		Title:    Secretary
JOSTENS SECONDARY HOLDINGS CORP.,
	By	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
THE LEHIGH PRESS, INC.
	By	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
	By	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director
	By	/s/ Vanessa Gomez
		Name:  Vanessa Gomez
		Title:    Associate

3

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    AKI, INC.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    JOSTENS, INC.
By	/s/ David A. Tayeh
	Name:  David A. Tayeh
	Title:    Chief Financial Officer
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

Schedule I

Subsidiary Grantors

The Lehigh Press, Inc.

AKI, Inc.

Jostens, Inc.

Schedule II

I. Trademarks

Registered Owner Mark Registration Number Expiration Date

II. Trademark Applications

Registered Owner Mark Registration Number Date
Filed

III. Trademark Licenses

Licensee Licensor Mark Registration
Number Expiration Date

EX-10.9

Exhibit 10.9

EXECUTION COPY

PATENT SECURITY AGREEMENT, dated as of October 4, 2004, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”),  the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”) and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).

Reference is made to the Security Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among Holdings, the Borrower, the Subsidiary Grantors and the Administrative Agent.  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”)).  The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.  Holdings and the Subsidiary Grantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.   The rules of construction specified in Section 1(a) of the Security Agreement also apply to this Agreement.

SECTION 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II (the “Patents”), and all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

SECTION 3. Security Agreement.  The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the

security interests granted to the Administrative Agent pursuant to the Security Agreement; provided that the security interests granted herein shall automatically terminate upon the termination, release or other discharge of the security interests in the Patent Collateral granted pursuant to the Security Agreement as contemplated by the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JOSTENS IH CORP.,
	By	/s/ David A. Tayeh
		Name:  David Tayeh
		Title:    Secretary
JOSTENS SECONDARY HOLDINGS CORP.,
	By	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
	THE LEHIGH PRESS, INC.
	By	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
	By	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director
	By	/s/ Vanessa Gomez
		Name:  Vanessa Gomez
		Title:    Associate

3

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    JOSTENS, INC.
By	/s/ David A. Tayeh
	Name:  David A. Tayeh
	Title:    Chief Financial Officer
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    AKI, INC.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    IST, INC.
By	/s/ Kenneth A. Budde
	Name:  Kenneth A. Budde
	Title:    Secretary
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

Schedule I

Subsidiary Grantors

The Lehigh Press, Inc.

Jostens, Inc.

AKI, Inc.

IST Corp.

Schedule II

I. Patents

II. Patent Applications

III. Patent Licenses

EX-10.10

Exhibit 10.10

EXECUTION COPY

COPYRIGHT SECURITY AGREEMENT, dated as of October 4, 2003, among JOSTENS SECONDARY HOLDINGS CORP. (“Holdings”), JOSTENS IH CORP. (the “Borrower”),  the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Grantors”)and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (the “Administrative Agent”).

Reference is made to the Security Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among Holdings, the Borrower , the Subsidiary Grantors and the Administrative Agent.  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement dated as of October 4, 2004 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”)).  The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.  Holdings and the Subsidiary Grantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.   The rules of construction specified in Section 1(a) of the Security Agreement also apply to this Agreement.

SECTION 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):

(a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II (the “Copyrights”).

SECTION 3. Security Agreement.  The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Security Agreement, provided that the security interest granted herein shall automatically

terminate upon the termination, release or other discharge of the Administrative Agent’s security interest in the Copyright Collateral granted pursuant to the Security Agreement as contemplated by the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JOSTENS IH CORP.,
	by	/s/ David A. Tayeh
		Name:  David Tayeh
		Title:    Secretary
JOSTENS SECONDARY HOLDINGS CORP.,
	by	/s/ Marie Hlavaty
		Name:  Marie Hlavaty
		Title:    Secretary
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
	THE LEHIGH PRESS, INC.
	by	/s/ Robert S. Mathews
		Name:  Robert S. Mathews
		Title:    President
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
	by	/s/ Robert Hetu
		Name:  Robert Hetu
		Title:    Director
	by	/s/ Vanessa Gomez
		Name:  Vanessa Gomez
		Title:    Associate

3

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JOSTENS IH CORP.,
By
	Name:
	Title:
JOSTENS SECONDARY HOLDINGS CORP.,
By
	Name:
	Title:
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,    JOSTENS, INC.
By	/s/ David A. Tayeh
	Name:  David A. Tayeh
	Title:    Chief Financial Officer
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent,
By
	Name:
	Title:
By
	Name:
	Title:

Schedule I

Subsidiary Grantors

The Lehigh Press, Inc.
Jostens, Inc.

Schedule II

I. Copyrights

II. Copyright Applications

III. Copyright Licenses

EX-21

Exhibit 21

Subsidiaries

Name of Subsidiary	Jurisdiction of Incorporation or Organization
AHC I Acquisition Corp.	Delaware
AKI Holding Corp.	Delaware
AKI, Inc.	Delaware
Anthology, Inc. (f/k/a H&S Graphics, Inc.)	Delaware
Arcade Europe, S.a.r.l.	France
C.V. Jostens Global Trading Limited Partnership	The Netherlands
Conceptos Jostens, S.A. de C.V.	Mexico
Encapsulation Services, Inc.	New Jersey
IST, Corp.	Delaware
JC Trading, Inc.	Puerto Rico
Jostens Can Investments B.V.	The Netherlands
Jostens Canada, Ltd.	Canada
Jostens International Holding B.V.	The Netherlands
Jostens, Inc.	Minnesota
JostFer S.A. de C.V.	Mexico
Precision Offset Printing Company	Delaware
Reconocimientos E Incentivos, S.A. de C.V.	Mexico
Retail Communications Corp.	New York
Retail Concepts Corp.	New York
RetCom Holdings Europe Ltd.	Republic of Ireland
Scent Seal Inc.	California
The Lehigh Press, Inc.	Pennsylvania
Von Hoffmann Corporation	Delaware
Von Hoffmann Holdings Inc.	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report of Jostens IH Corp. dated February 12, 2004, report of Von Hoffmann Holdings Inc. dated February 12, 2004, and our report of Combined Jostens IH Corp., Von Hoffmann Holdings Inc., and AHC I Acquisition Corp. dated May 12, 2004, and October 4, 2004, in the Registration Statement (Form S-4 No. 333-       ) and related Prospectus of Jostens IH Corp. dated on or about November 8, 2004.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

November 5, 2004

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Jostens IH Corp. of our report dated February 12, 2003 relating to the consolidated financial statements of Jostens, Inc. and its subsidiaries as of December 28, 2002 and for each of the two years in the period ended December 28, 2002, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 9, 2004

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.3

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Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-4 of Jostens IH Corp. of our report dated August 4, 2004 relating to the consolidated financial statements of AHC I Acquisition Corp. and its subsidiaries as of June 30, 2004 and for each of the three years in the period ended June 30, 2004, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
Knoxville, Tennessee
November 9, 2004

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)         o

BNY MIDWEST TRUST COMPANY

(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)

Illinois	36-3800435
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
2 N. LaSalle Street Suite 1020 Chicago, Illinois	60602
(Address of principal executive offices)	(Zip code)

JOSTENS IH CORP.

(Exact name of obligor as specified in its charter)

Delaware	20-0106749
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
5501 American Boulevard West Minneapolis, Minnesota	55437
(Address of principal executive offices)	(Zip code)

Jostens, Inc.

(Exact name of obligor as specified in its charter)

Minnesota	41-0343440
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
5501 American Boulevard West Minneapolis, MN	55437
(Address of principal executive offices)	(Zip code)

Von Hoffman Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware	22-1661746
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1000 Camera Avenue St. Louis, MO	63126
(Address of principal executive offices)	(Zip code)

Von Hoffman Corporation

(Exact name of obligor as specified in its charter)

Delaware	43-0633003
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1000 Camera Avenue St. Louis, MO	63126
(Address of principal executive offices)	(Zip code)

The Lehigh Press, Inc.

(Exact name of obligor as specified in its charter)

Pennsylvania	23-1417330
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
7001 North Park Drive Pennsauken, NJ	08109
(Address of principal executive offices)	(Zip code)

Precision Offset Printing Company, Inc.

(Exact name of obligor as specified in its charter)

Delaware	23-1354890
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
7001 North Park Drive Pennsauken, NJ	08109
(Address of principal executive offices)	(Zip code)

Anthology, Inc.

(Exact name of obligor as specified in its charter)

Delaware	36-4228578
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
3640 Edison Place Rolling Meadows, IL	60008
(Address of principal executive offices)	(Zip code)

AHC I Acquisition Corp.

(Exact name of obligor as specified in its charter)

Delaware	13-3979203
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1815 East Main Street Chattanooga, TN	37404
(Address of principal executive offices)	(Zip code)

AKI Holding Corp.

(Exact name of obligor as specified in its charter)

Delaware	74-2883163
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1815 East Main Street Chattanooga, TN	37404
(Address of principal executive offices)	(Zip code)

AKI, Inc.

(Exact name of obligor as specified in its charter)

Delaware	13-3785856
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1815 East Main Street Chattanooga, TN	37404
(Address of principal executive offices)	(Zip code)

IST, Corp.

(Exact name of obligor as specified in its charter)

Delaware	31-1812966
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
5600 Energy Parkway Baltimore, MD	21226
(Address of principal executive offices)	(Zip code)

7-5/8% Senior Subordinated Exchange Notes due 2012

(Title of the indenture securities)

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Office of Banks & Trust Companies of the State of Illinois	500 E. Monroe Street Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago	230 S. LaSalle Street Chicago, Illinois 60603

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

1.A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.)

2,3.A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.)

4.A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.)

6.The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.)

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 5th day of November, 2004.

	BNY Midwest Trust Company
By	:     /S/ D.G. DONOVAN
	Name: D.G. DONOVAN
	Title:   VICE PRESIDENT

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OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois  60602

Including the institution’s domestic and foreign subsidiaries completed as of the close of business on June 30, 2004, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.

		Thousands of Dollars
		(000)
	ASSETS
1.	Cash and Due from Depository Institutions	40,186
2.	U.S. Treasury Securities	- 0-
3.	Obligations of States and Political Subdivisions	- 0-
4.	Other Bonds, Notes and Debentures	- 0-
5.	Corporate Stock	- 0-
6.	Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises	658
7.	Accounts Receivable	5,039
8.	Goodwill	86,813
9.	Intangibles	- 0-
10.	Other Assets	4,166
	(Itemize amounts greater than 15% of Line 10)
	Income Taxes Receivable	4,109
11.	TOTAL ASSETS	136,862

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OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois  60602

		Thousands of Dollars
	LIABILITIES
12.	Accounts Payable	2
13.	Taxes Payable	0
14.	Other Liabilities for Borrowed Money	25,425
15.	Other Liabilities
	(Itemize amounts greater than 15% of Line 14)	10,529
	Reserve for Taxes	10,075
16.	TOTAL LIABILITIES	35,956
	EQUITY CAPITAL
17.	Preferred Stock	- 0-
18.	Common Stock	2,000
19.	Surplus	67,130
20.	Reserve for Operating Expenses	- 0-
21.	Retained Earnings (Loss)	31,776
22.	TOTAL EQUITY CAPITAL	100,906
23.	TOTAL LIABILITIES AND EQUITY CAPITAL	136,862

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I,	Robert L. DePaola, Vice President
(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief.  I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.

/s/ Robert L. DePaola

(Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 23rd day of January, 2004.

My Commission expires May 15, 2007.

/s/ Joseph A. Giacobino , Notary Public

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.

Emmie Chan	Assistant Treasurer
Name	Title
(212) 437-5639
Telephone Number (Extension)
eychan@bankofny.com
E-mail

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EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

for
Tender of All Outstanding 7⁵/8% Senior Subordinated Notes due 2012
in Exchange for
New 7⁵/8% Senior Subordinated Notes due 2012
which have been registered under the Securities Act of 1933, as amended
of
JOSTENS IH CORP.

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 200  (THE "EXPIRATION DATE") UNLESS EXTENDED BY JOSTENS IH CORP.

The Exchange Agent is:

THE BANK OF NEW YORK

For Delivery by Registered or Overnight Courier Delivery:	By Facsimile:	By Hand Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7E New York, New York 10286 Attn: Randolph Holder	The Bank of New York Reorganization Unit Attn: Randolph Holder (212) 298-1915 For Information or Confirmation by Telephone: (212) 815-5098	The Bank of New York Corporate Trust Operations 101 Barclay Street Lobby Level—Corporate Trust Window New York, New York 10286 Attn: Randolph Holder, Reorganization Unit

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus dated                        , 200 (the "Prospectus") of Jostens IH Corp. (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Company's offer (the "Exchange Offer") to exchange $500,000,000 aggregate principal amount of its 7⁵/8% Senior Subordinated Notes due 2012, guaranteed by certain subsidiaries of the Company (collectively, the "Guarantors"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Notes"), for any and all of its outstanding 7⁵/8% Senior Subordinated Notes due 2012 (the "Outstanding Notes"), guaranteed by the Guarantors, in integral multiples of $1,000 from the holders thereof. The Outstanding Notes are unconditionally guaranteed (the "Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the

Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Outstanding Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Outstanding Guarantees.

        The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

2

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Outstanding Notes*	Principal Amount Tendered**
Total:

*

Need not be completed by book-entry holders.

**

Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

        Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company ("DTC").

3

/

/    CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Name of Eligible Guarantor Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

        If Delivered by Book-Entry Transfer:

Name of Tendering Institution

Account Number

Transaction Code Number

/

/    CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name

Address

/

/    CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name

Address

/

/    CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

4

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

        The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire the Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Exchange and Registration Rights Agreement dated October 4, 2004, among the Company, the guarantors named therein and Credit Suisse First Boston LLC and Deutsche Bank Securities Inc., as representatives of the several Purchasers named in Schedule I to the corresponding Purchase Agreement (the "Registration Rights Agreement"), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer.

        The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer—Certain Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under "The Exchange Offers—Certain Conditions to the Exchange Offer" occur.

        The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company's acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

        By tendering the Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that (1) the Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, (2) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange

5

Notes, (3) the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act and (4) if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes and (2) it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

        An "affiliate" of the Company or any holder of Outstanding Notes tendering its Outstanding Notes in the Exchange Offer with the intention to participate, or for the purpose of participating, in a distribution of the Exchange Notes or any broker-dealer that acquired the Outstanding Notes directly from the Company and not as a result of market-making activities or other trading activities (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993) or similar interpretive letters and (ii) absent an exemption under the Securities Act, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. Such broker-dealers may not use the prospectus for the exchange offer in connection with such resales.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

        Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

        The undersigned, by completing the box entitled "Description of Outstanding Notes Tendered Herewith" above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

6

TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)

MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.

(Signature(s) of Holder(s))

Date

Name(s)
	(Please Print)

Capacity (full title)

Address
	(Including Zip Code)

Daytime Area Code and Telephone No.

Taxpayer Identification No.

GUARANTEE OF SIGNATURE(S)
(If Required — See Instruction 3)

Authorized Signature

Date

Name

Title

Name of Firm

Address of Firm
	(Include Zip Code)

Area Code and Telephone No.

7

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue: o Outstanding Notes not tendered to:
o Exchange Notes to:

Name(s)

Address

(Include Zip Code)

Daytime Area Code and Telephone No.

Tax Identification No.

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail: o Outstanding Notes not tendered to:
o Exchange Notes to:

Name(s)

Address

(Include Zip Code)

Area Code and Telephone No.

8

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.

Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

        Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

        THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT OR HAND DELIVERY SERVICE BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.

        Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and

9

address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent's account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2.     Partial Tenders; Withdrawals.

        Tenders of Outstanding Notes will be accepted only in the principal amount of $1,000 and integral multiples of $1,000. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled "Description of Outstanding Notes Tendered Herewith." A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

        To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

        Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by

10

following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date.

3.

Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

        If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

        When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

        If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

        Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution"). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

11

4.     Special Issuance and Delivery Instructions.

        Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.     Transfer Taxes.

        The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer, except in the case of deliveries of certificates for Outstanding Notes for Exchange Notes that are to be registered or issued in the name of any person other than the holder of Outstanding Notes tendered thereby. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6.     Waiver of Conditions.

        The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.     Mutilated, Lost, Stolen or Destroyed Securities.

        Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.     Substitute Form W-9

        Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer identification number ("TIN") (e.g., the holder's Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the Outstanding Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.

9.     Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as

12

requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

10.   Irregularities.

        All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittal or Outstanding Notes will be resolved by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Company's counsel, by unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company's interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Outstanding Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

13

IMPORTANT TAX INFORMATION

        Under U.S. federal income tax law, a holder of Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides The Bank of New York, as Paying Agent (the "Paying Agent"), through the Exchange Agent with either (i) such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder's social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

        Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

        The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

        The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

			Give the SOCIAL SECURITY number of—			Give the SOCIAL SECURITY number of—
For this type of account:
				For this type of account:
1.	Individual		The individual	6.	Sole proprietorship	The owner(3)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined fund, the first individual on the account.(1)	7.	A valid trust, estate, or pension trust	The legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)	8.	Corporate	The corporation
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
	b.	So-called trust that is not a legal or valid trust under state law	The actual owner(1)	10.	Partnership	The partnership
5.	Sole proprietorship		The owner(3)	11.	A broker or registered nominee	The broker or nominee
				12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

        Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).



•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.



•

An international organization or any agency or instrumentality thereof.



•

A foreign government and any political subdivision, agency or instrumentality thereof.

        Payees that may be exempt from backup withholding include:

•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A middleman known in the investment community as a nominee or custodian.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A foreign central bank of issue.



•

A trust exempt from tax under Section 664 or described in Section 4947.

        Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.



•

Payments of patronage dividends not paid in money.



•

Payments made by certain foreign organizations.



•

Section 404(k) payments made by an ESOP.

        Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).



•

Payments described in Section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451.



•

Payments made by certain foreign organizations.



•

Mortgage interest paid to you.

        Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

        (1)   Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        (2)   Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

        (3)   Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

16

PAYER'S NAME: Jostens IH Corp.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		Name   Social Security Number OR   Employer Identification Number
			Part 3— Awaiting TIN o
	Part 2—Certification—Under the penalties of perjury, I certify that:
	(1)	The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
Payer's Request for Taxpayer Identification Number (TIN)	(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)	I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Sign Here
	SIGNATURE
	DATE

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
	YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.
SIGNATURE	DATE	,

17

QuickLinks

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
TENDERING HOLDER(S) SIGN HERE (Complete accompanying substitute Form W-9)
GUARANTEE OF SIGNATURE(S) (If Required — See Instruction 3)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
IMPORTANT TAX INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
for
Tender of All Outstanding 7⁵/8% Senior Subordinated Notes due 2012
in Exchange for
New 7⁵/8% Senior Subordinated Notes due 2012
which have been registered under the Securities Act of 1933, as amended
of
JOSTENS IH CORP.

Registered holders of outstanding 7⁵/8% Senior Subordinated Notes due 2012 (the "Outstanding Notes") who wish to tender their Outstanding Notes in exchange for a like principal amount of new 7⁵/8% Senior Subordinated Notes due 2012 (the "Exchange Notes") and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York (the "Exchange Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer—Procedures for Tendering" in the Prospectus.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

THE BANK OF NEW YORK

By Mail:	By Facsimile:	By Hand or Overnight Delivery:
The Bank of New York Reorganization Unit 101 Barclay Street-7E New York, New York 10286 Attention: Randolph Holder	The Bank of New York Reorganization Unit Attention: Randolph Holder (212) 298-1915 Confirm Receipt of Facsimile by telephone (212) 815-5098	The Bank of New York Corporate Trust Operations 101 Barclay Street Lobby Level—Corporate Trust Window New York, New York 10286 Attention: Randolph Holder, Reorganization Unit

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

        The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated                        , 200    of Jostens IH Corp. (the "Prospectus"), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

Name of Tendering Holder

Name and
Address of
Registered
Holder as it
Appears on the
Outstanding
Notes (Please
Print)

Certificate
Number(s) of
Outstanding
Notes Tendered
(Or Account
Number at
Book-entry
Facility)





Principal
Amount
Outstanding
Notes Tendered

SIGN HERE

Name of Registered or Acting Holder:

Signature(s):

Name(s) (Please Print):

Address:

Telephone Number:

Date:

IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

DTC Account Number:

Date:

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration date (as defined in the Letter of Transmittal).

Name of Firm: (Authorized Signature)

Address:	Title:
(Zip Code)	Name:	(Please Type or Print)
Area Code and Telephone No.:
	Date:

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.

EX-99.3

Exhibit 99.3

JOSTENS IH CORP.

OFFER TO EXCHANGE

New 7⁵/8% Senior Subordinated Notes due 2012
which have been registered under the Securities Act of 1933, as amended
for
All Outstanding 7⁵/8% Senior Subordinated Notes due 2012

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 200  , UNLESS EXTENDED BY JOSTENS IH CORP.

, 200    

To Brokers, Dealers, Commercial Banks,
    Trust Companies and other Nominees:

        As described in the enclosed Prospectus, dated                        , 200  (as the same may be amended or supplemented from time to time, the "Prospectus"), and form of Letter of Transmittal (the "Letter of Transmittal"), Jostens IH Corp. (the "Company") is offering to exchange $500,000,000 aggregate principal amount of the Company's 7⁵/8% Senior Subordinated Notes due 2012, guaranteed by certain subsidiaries of the Company (collectively, the "Guarantors"), that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Exchange Notes"), for any and all of its outstanding 7⁵/8% Senior Subordinated Notes due 2012 (collectively, the "Outstanding Notes"), guaranteed by the Guarantors, in integral multiples of $1,000 (the "Exchange Offer"). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided in the Letter of Transmittal or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Notes are unconditionally guaranteed (the "Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer.

        Throughout this letter, unless the context otherwise requires, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for Outstanding Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Outstanding Guarantees.

        The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

        WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES.

        The Company will not pay any fees or commissions to you for soliciting tenders of Outstanding Notes pursuant to the Exchange Offer. However, you will be reimbursed by the Company for customary and reasonable mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients, including the reasonable expenses of overnight courier services. The Company will pay all transfer

taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

        For your information and for forwarding to your clients for whom you hold the Outstanding Notes held of record in your name or in the name of your nominee, enclosed are copies of the following documents:

        1. The Prospectus;

        2. The Letter of Transmittal for your use and for the information of your clients, together with a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

        3. A form of Notice of Guaranteed Delivery; and

        4. A printed form of letter, including a Letter of Instructions, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes held of record in your name or in the name of your nominee, with space provided for obtaining such clients' instructions regarding the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR INSTRUCTIONS.

        The Exchange Offer will expire at 5:00 p.m., New York City time, on , 200 unless the Exchange Offer is extended by the Company. The time at which the Exchange Offer expires is referred to as the "Expiration Date." Tendered Outstanding Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m. on the Expiration Date.

        To participate in the Exchange Offer, certificates for Outstanding Notes, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at The Depository Trust Company, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Letter of Transmittal and the Prospectus.

        If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus, under "The Exchange Offer—Guaranteed Delivery Procedures" and the Letter of Transmittal.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to The Bank of New York, the Exchange Agent for the Exchange Offer, at their address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the exchange agent.

Very truly yours,

Jostens IH Corp.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

EX-99.4

Exhibit 99.4

JOSTENS IH CORP.

OFFER TO EXCHANGE

New 7⁵/8% Senior Subordinated Notes due 2012
which have been registered under the Securities Act of 1933, as amended
for
All Outstanding 7⁵/8% Senior Subordinated Notes due 2012

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                       , 200  , UNLESS EXTENDED BY THE COMPANY.

, 200  

To Our Clients:

        Enclosed for your consideration are a Prospectus, dated                        , 200  (as the same may be amended or supplemented from time to time, the "Prospectus"), and form of Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by Jostens IH Corp. (the "Company") to exchange $500,000,000 aggregate principal amount of the Company's 7⁵/8% Senior Subordinated Notes due 2012, guaranteed by certain subsidiaries of the Company (collectively, the "Guarantors"), that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Exchange Notes"), for any and all of its outstanding 7⁵/8% Senior Subordinated Notes due 2012 (collectively, the "Outstanding Notes"), guaranteed by the Guarantors, in integral multiples of $1,000. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided in the Letter of Transmittal or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Notes are unconditionally guaranteed (the "Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer.

        Throughout this letter, unless the context otherwise requires, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for Outstanding Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Outstanding Guarantees.

        The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

        The enclosed materials are being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial

bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us as to whether or not to tender your Outstanding Notes.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City Time, on            ,                         , 200  , unless the Exchange Offer is extended by the Company. The time the Exchange Offer expires is referred to as the "Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time prior to the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE HEREOF.

        The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

        If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

        Please carefully review the enclosed material as you consider the Exchange Offer.

2

INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
7⁵/8% Senior Subordinated Notes Due 2012

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 200 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by Jostens IH Corp. (the "Company") to exchange $1,000 in principal amount of the Company's new 7⁵/8% Senior Subordinated Notes due 2012 (the "Exchange Notes"), guaranteed by certain subsidiaries of the Company (collectively, the "Guarantors"), for each $1,000 in principal amount of outstanding 7⁵/8% Senior Subordinated Notes due 2012 (the "Outstanding Notes"), guaranteed by the Guarantors, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

        The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

        $            of the Outstanding Notes.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered, if any):

        $            of the Outstanding Notes.

o

NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that (i) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (ii) the undersigned is not participating, does not intend to participate, and has no arrangement of understanding with any person to participate, in the distribution of Exchange Notes, (iii) the undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no-action letters (see the section of the Prospectus entitled "The Exchange Offer—Resale of Exchange Notes"), (iv) the undersigned understands that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Commission, (v) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company, (vi) if the undersigned is not a broker-dealer, that it is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in, the distribution of Exchange Notes and (vii) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer, however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Outstanding Notes.

3

SIGN HERE
Dated	, 2004

Signature(s)

Print Name(s)

Address:

(Please include Zip Code)

Telephone Number
	(Please include Area Code)

Tax Identification Number
	(Social Security Number or Employer Identification Number)

My Account Number With You

4