Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE , dated as of
February 25, 2009 (this “ Second Supplemental
Indenture ”), among American Achievement Group Holding
Corp., a Delaware corporation (the “ Company ”)
and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “ Trustee ”).
W I T N
E S S E
T H :
WHEREAS, the Company and the Trustee have
previously become parties to an Indenture, dated as of June 12,
2006 (as amended, supplemented or otherwise modified from time to
time, the “ Indenture ”), providing for the
issuance of the Company’s 12.75% Senior PIK Notes due 2012
(the “ Notes ”);
WHEREAS, the Company proposes to amend the
Indenture and the Notes as contemplated by this Second Supplemental
Indenture (such amendments, collectively, the “ Proposed
Amendments ”);
WHEREAS, pursuant to Section 9.02 of the
Indenture, the Company and the Trustee may amend or
supplement the Indenture and the Notes to amend certain provisions
as contemplated by Section 1.03 of this Second Supplemental
Indenture with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes then
outstanding;
WHEREAS, the Company has received and delivered
to the Trustee the consent of the Holders of at least a majority in
aggregate principal amount of the Notes to the Proposed
Amendments;
WHEREAS, all other acts and proceedings required
by law, by the Indenture, and by the organizational documents of
the Company to make this Second Supplemental Indenture a valid and
binding agreement for the purposes expressed herein, in accordance
with its terms, have been duly done and performed; and
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, in order to effect the
Proposed Amendments, the Company agrees with the Trustee as
follows:
ARTICLE I
AMENDMENT OF THE
INDENTURE
SECTION 1.01 Amendment to
Indenture and Notes. The Indenture and the Notes will be
amended as provided for in this Second Supplemental Indenture. This
Second Supplemental Indenture will become effective when it is
executed and delivered by the Company and the Trustee.
SECTION
1.02
Amendments to Article 4, 5, and 6 . Pursuant to
Section 9.02 of the Indenture, the amendments set forth in
paragraphs (a) through (s) of this Section 1.02 shall become
effective as of the date of this Second Supplemental
Indenture:
(a)
Amendment of Section 4.03 (Reports.) Section
4.03 of the Indenture is hereby amended and restated in its
entirety to read as follows:
Section 4.03 [INTENTIONALLY OMITTED].
(b)
Amendment of Section 4.04 (Compliance Certificate)
. Section 4.04 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 4.04 Compliance
Certificate.
The Company shall deliver to the Trustee, within
90 days after the end of each fiscal year, an Officer’s
Certificate in accordance with Section 314(a)(4) of the
TIA.
(c)
Amendment of Section 4.05 (Taxes) . Section 4.05
of the Indenture is hereby amended and restated in its entirety to
read as follows:
Section 4.05 [INTENTIONALLY OMITTED].
(d)
Amendment of Section 4.06 (Stay, Extension and Usury Law)
. Section 4.06 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 4.06 [INTENTIONALLY OMITTED].
(e)
Amendment of Section 4.07 (Restricted Payments)
. Section 4.07 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 4.07 [INTENTIONALLY OMITTED].
(f)
Amendment of Section 4.08 (Dividend and Other Payment
Restrictions Affecting Subsidiaries) . Section 4.08
of the Indenture is hereby amended and restated in its entirety to
read as follows:
Section 4.08 [INTENTIONALLY OMITTED].
(g)
Amendment of Section 4.09 (Incurrence of Indebtedness and
Issuance of Preferred Stock) . Section 4.09 of the
Indenture is hereby amended and restated in its entirety to read as
follows:
Section 4.09 [INTENTIONALLY OMITTED].
(h)
Amendment of Section 4.10 (Asset Sales) . Section
4.10 of the Indenture is hereby amended and restated in its
entirety to read as follows:
Section 4.10 [INTENTIONALLY OMITTED].
(i)
Amendment of Section 4.11 (Transaction with Affiliates)
. Section 4.11 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 4.11 [INTENTIONALLY OMITTED].
(j)
Amendment of Section 4.12 (Liens) . Section 4.12
of the Indenture is hereby amended and restated in its entirety to
read as follows:
Section 4.12 [INTENTIONALLY OMITTED].
(k)
Amendment of Section 4.13 (Business Activities)
. Section 4.13 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 4.13 [INTENTIONALLY OMITTED].
(l)
Amendment of Section 4.14 (Corporate Existence)
. Section 4.14 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 4.14 [INTENTIONALLY OMITTED].
(m)
Amendment of Section 4.15 (Offer to Repurchase Upon
Chang
