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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Revolving Commitment Termination Date” means (A) in the case of the Original Revolving Commitments, the Second Amendment Effective Date and (B) in the case of the Extended Revolving Commitments, the earliest to occur of (i) the seventh (7th) anniversary of the Closing Date, (ii) the date occurring after