Von Hoffmann Corp Watch

from S-4/A 19 pages Amendment No. 1 and Agreement Dated as of December 21, 2004 (This “Amendment”), to the 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 Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse First Boston, as Administrative Agent (In Such Capacity, the “Administrative Agent”), and Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent. A. Capitalized Terms Used Herein and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. B. the Borrower Has Requested That the Credit Agreement Be Amended To, Among Other Things, Provide for New Tranche C Term Loans, the Proceeds of Which Will Be Used to Repay in Full All Currently Outstanding Tranche B Term Loans

from S-4 6 pages 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”)

from S-4 8 pages 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”)

from S-4 7 pages 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”)

from S-4 163 pages $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

from S-1 1 page Section 2(a) of the Engagement Letter Provides for an Annual Advisory Fee of $500,000 (The "Annual Fee") to Be Paid in Quarterly Installments by Von Hoffmann to Csfb. in Consideration of a Separate $900,000 Fee Payable by Von Hoffmann to Csfb for Structuring Advice With Respect to Von Hoffmann's Acquisition of the Lehigh Press, Inc. and Related Financing (The "Structuring Fee"), Csfb Hereby Irrevocably Waives Its Rights to Receive the Unpaid Portion of the Annual Fee for the Calendar Year 2003 and the Annual Fee for All Future Years in Which the Engagement Letter Is Effective; Provided, However, That Csfb Shall Be Entitled to Payment of the Annual Fee, or Any Pro Rata Portion Thereof, for Any Future Year or Years in Which the Engagement Letter Is Effective as May Be Mutually Agreed Upon by Csfb and Von Hoffmann in Writing. Additionally, the Parties Agree That the $250,000 Previously Paid by Von Hoffmann to Csfb in Respect of the First Two Fiscal Quarters During the Calendar Year 2003 Under the Engagement Letter Shall Be Deducted From the Structuring Fee. All Other Provisions of the Engagement Letter (Including Annex a Thereto) Shall Remain in Full Force and Effect. Very Truly Yours, Credit Suisse First Boston LLC By: /S/ Marc Warm Name: Marc Warm Title: Director Accepted and Agreed: Von Hoffmann Corporation By: /S/ Gary C. Wetzel Name: Gary C. Wetzel Title: Senior Vice President and Chief Financial Officer