Exhibit 10.1
 AMENDED AND RESTATED CREDIT AGREEMENT
 dated as of June 11, 2010
 among
 AMERICAN GREETINGS CORPORATION
THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,
as the Borrowers,
 THE LENDING INSTITUTIONS NAMED HEREIN,
as the Lenders,
 PNC BANK, NATIONAL ASSOCIATION,
as a LC Issuer, the Swing Line Lender and the Global Agent,
 and
 JPMORGAN CHASE BANK, N.A.
and
BANK OF AMERICA, N.A.
as Co-Syndication Agents
 and
 KEYBANK NATIONAL ASSOCIATION
and
THE BANK OF NOVA SCOTIA,
as Co-Documentation Agents
 and
 PNC CAPITAL MARKETS LLC,
as the Lead Arranger and Sole Bookrunner
 $350,000,000 Credit Facility




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##### 



TABLE OF CONTENTS
 PageARTICLE I   DEFINITIONS AND TERMS
    
    
    1Section 1.01
    
    Certain Defined Terms
    
    
    1Section 1.02
    
    Computation of Time Periods
    
    
    40Section 1.03
    
    Accounting Terms
    
    
    40Section 1.04
    
    Terms Generally
    
    
    41Section 1.05
    
    Currency Equivalents
    
    
    41ARTICLE II   THE TERMS OF THE CREDIT FACILITY
    
    
    42Section 2.01
    
    Establishment of the Credit Facility
    
    
    42Section 2.02
    
    Revolving Facility
    
    
    42Section 2.03
    
    Canadian Sub-Facility
    
    
    44Section 2.04
    
    Reserved
    
    
    45Section 2.05
    
    Swing Line Facility
    
    
    45Section 2.06
    
    Revolving Facility Letters of Credit
    
    
    47Section 2.07
    
    Canadian Letters of Credit
    
    
    57Section 2.08
    
    Notice of Borrowing
    
    
    65Section 2.09
    
    Funding Obligations; Disbursement of Funds
    
    
    66Section 2.10
    
    Adjustment of Loans and Certain Other Obligations
    
    
    69Section 2.11
    
    Evidence of Obligations
    
    
    72Section 2.12
    
    Interest; Default Rate
    
    
    73Section 2.13
    
    Conversion and Continuation of Loans
    
    
    74Section 2.14
    
    Fees
    
    
    76Section 2.15
    
    Termination and Reduction of Commitments
    
    
    79Section 2.16
    
    Payments and Prepayments of Loans
    
    
    79Section 2.17
    
    Method and Place of Payment
    
    
    83Section 2.18
    
    Authority of Company; Liability of Foreign Subsidiary Borrowers
    
    
    85Section 2.19
    
    Eligibility and Addition/Release of Foreign Subsidiary Borrowers
    
    
    86Section 2.20
    
    Collateral and Collateral Release Date
    
    
    87Section 2.21
    
    Liability of Foreign Subsidiary Borrowers
    
    
    88ARTICLE III   TAXES, INCREASED COSTS AND ILLEGALITY
    
    
    88Section 3.01
    
    Interest Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available
    
    
    88Section 3.02
    
    Increased Costs
    
    
    89Section 3.03
    
    Taxes
    
    
    91Section 3.04
    
    Indemnity
    
    
    93Section 3.05
    
    Mitigation Obligations
    
    
    94ARTICLE IV   CONDITIONS PRECEDENT
    
    
    94Section 4.01
    
    Conditions Precedent at Closing Date
    
    
    94Section 4.02
    
    Conditions Precedent to Addition of Foreign Subsidiary Borrowers
    
    
    97
 (i)




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PageSection 4.03
    
    Conditions Precedent to All Credit Events
    
    
    99Section 4.04
    
    Post-Closing Covenants
    
    
    99ARTICLE V   REPRESENTATIONS AND WARRANTIES
    
    
    100Section 5.01
    
    Corporate Status, etc.
    
    
    100Section 5.02
    
    Corporate Power and Authority, etc.
    
    
    100Section 5.03
    
    No Violation
    
    
    101Section 5.04
    
    Governmental Approvals
    
    
    101Section 5.05
    
    Litigation
    
    
    101Section 5.06
    
    Use of Proceeds; Margin Regulations
    
    
    101Section 5.07
    
    Financial Statements, etc.
    
    
    102Section 5.08
    
    Solvency
    
    
    102Section 5.09
    
    No Material Adverse Change
    
    
    103Section 5.10
    
    Tax Returns and Payments
    
    
    103Section 5.11
    
    Title to Properties, etc.
    
    
    103Section 5.12
    
    Lawful Operations, etc.
    
    
    103Section 5.13
    
    Environmental Matters
    
    
    104Section 5.14
    
    Compliance with ERISA
    
    
    104Section 5.15
    
    Investment Company Act, etc.
    
    
    105Section 5.16
    
    Insurance
    
    
    105Section 5.17
    
    Burdensome Contracts; Labor Relations
    
    
    105Section 5.18
    
    Security Interests
    
    
    106Section 5.19
    
    True and Complete Disclosure
    
    
    106Section 5.20
    
    Certain Indentures
    
    
    107Section 5.21
    
    Defaults
    
    
    107Section 5.22
    
    Anti-Terrorism Law Compliance
    
    
    107ARTICLE VI   AFFIRMATIVE COVENANTS
    
    
    107Section 6.01
    
    Reporting Requirements
    
    
    107Section 6.02
    
    Books, Records and Inspections
    
    
    110Section 6.03
    
    Insurance
    
    
    111Section 6.04
    
    Payment of Taxes and Claims
    
    
    111Section 6.05
    
    Corporate Franchises
    
    
    112Section 6.06
    
    Good Repair
    
    
    112Section 6.07
    
    Compliance with Statutes, etc.
    
    
    112Section 6.08
    
    Compliance with Environmental Laws
    
    
    112Section 6.09
    
    Certain Subsidiaries to Join in Subsidiary Guaranty
    
    
    113Section 6.10
    
    Additional Security; Further Assurances
    
    
    113Section 6.11
    
    [Reserved]
    
    
    115Section 6.12
    
    Senior Debt
    
    
    115ARTICLE VII   NEGATIVE COVENANTS
    
    
    115Section 7.01
    
    Changes in Business
    
    
    115Section 7.02
    
    Consolidation, Merger, Acquisitions, Asset Sales, etc.
    
    
    115Section 7.03
    
    Liens
    
    
    117Section 7.04
    
    Indebtedness
    
    
    118Section 7.05
    
    Investments and Guaranty Obligations
    
    
    121
 (ii)




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PageSection 7.06
    
    Restricted Payments
    
    
    122Section 7.07
    
    Financial Covenants
    
    
    124Section 7.08
    
    Limitation on Certain Restrictive Agreements
    
    
    124Section 7.09
    
    Amendments to Certain Documents
    
    
    125Section 7.10
    
    Transactions with Affiliates
    
    
    125Section 7.11
    
    [Reserved]
    
    
    126Section 7.12
    
    Capital Expenditures
    
    
    126Section 7.13
    
    Anti-Terrorism Laws
    
    
    126ARTICLE VIII   EVENTS OF DEFAULT
    
    
    126Section 8.01
    
    Events of Default
    
    
    126Section 8.02
    
    Remedies
    
    
    128Section 8.03
    
    Application of Certain Payments and Proceeds
    
    
    129Section 8.04
    
    Equalization
    
    
    132Section 8.05
    
    Set-Off
    
    
    133ARTICLE IX   THE GLOBAL AGENT
    
    
    134Section 9.01
    
    Appointment and Authority
    
    
    134Section 9.02
    
    Rights as a Lender
    
    
    134Section 9.03
    
    Exculpatory Provisions
    
    
    134Section 9.04
    
    Reliance by Global Agent
    
    
    135Section 9.05
    
    Delegation of Duties
    
    
    136Section 9.06
    
    Resignation of Global Agent
    
    
    136Section 9.07
    
    Non-Reliance on Global Agent and Other Lenders
    
    
    137Section 9.08
    
    Other Agents
    
    
    137Section 9.09
    
    Global Agent's Fee
    
    
    137Section 9.10
    
    Authorization to Release Collateral and Guarantors
    
    
    137Section 9.11
    
    No Reliance on Global Agent's Customer Identification Program
    
    
    137ARTICLE X   GUARANTY
    
    
    138Section 10.01
    
    Guaranty by the Company
    
    
    138Section 10.02
    
    Additional Undertaking
    
    
    138Section 10.03
    
    Guaranty Unconditional
    
    
    139Section 10.04
    
    Company Obligations to Remain in Effect; Restoration
    
    
    139Section 10.05
    
    Waiver of Acceptance, etc
    
    
    140Section 10.06
    
    Subrogation
    
    
    140Section 10.07
    
    Effect of Stay
    
    
    140ARTICLE XI   MISCELLANEOUS
    
    
    140Section 11.01
    
    Reserved
    
    
    140Section 11.02
    
    Expenses; Indemnity; Damage Waiver
    
    
    140Section 11.03
    
    Holidays
    
    
    142Section 11.04
    
    Notices; Effectiveness; Electronic Communication
    
    
    143Section 11.05
    
    Successors and Assigns
    
    
    143Section 11.06
    
    No Waiver; Remedies Cumulative
    
    
    146
 (iii)




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PageSection 11.07
    
    CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE;SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    147Section 11.08
    
    Counterparts
    
    
    148Section 11.09
    
    Integration
    
    
    148Section 11.10
    
    Headings Descriptive
    
    
    148Section 11.11
    
    Amendment or Waiver
    
    
    149Section 11.12
    
    Survival of Indemnities
    
    
    151Section 11.13
    
    Domicile of Loans
    
    
    151Section 11.14
    
    Confidentiality
    
    
    151Section 11.15
    
    [Reserved]
    
    
    152Section 11.16
    
    No Duty
    
    
    152Section 11.17
    
    Lenders and Agent Not Fiduciary to Borrowers, etc.
    
    
    152Section 11.18
    
    Survival of Representations and Warranties
    
    
    152Section 11.19
    
    Severability
    
    
    153Section 11.20
    
    Independence of Covenants
    
    
    153Section 11.21
    
    Interest Rate Limitation
    
    
    153Section 11.22
    
    Judgment Currency
    
    
    154Section 11.23
    
    USA Patriot Act Notification
    
    
    154Section 11.24
    
    Amendment and Restatement; No Novation
    
    
    155
 EXHIBITSExhibit A-1
    
    
    
    Form of Revolving Facility NoteExhibit A-2
    
    
    
    Form of CDOR NoteExhibit A-3
    
    
    
    Form of Canadian Base Rate NoteExhibit A-4
    
    
    
    Form of Swing Line NoteExhibit A-5
    
    
    
    Form of New Lender JoinderExhibit B-1
    
    
    
    Form of Notice of BorrowingExhibit B-2
    
    
    
    Form of Notice of Continuation or ConversionExhibit B-3
    
    
    
    Form of Revolving Facility LC RequestExhibit B-4
    
    
    
    Form of Canadian LC RequestExhibit C-1
    
    
    
    Form of Subsidiary GuarantyExhibit C-2
    
    
    
    Form of Security AgreementExhibit D
    
    
    
    Form of Joinder AgreementExhibit E
    
    
    
    Form of Compliance CertificateExhibit F
    
    
    
    Form of Closing CertificateExhibit G
    
    
    
    Form of Assignment Agreement
 SCHEDULESSchedule 1
    
    
    
    Lenders, Commitments and Addresses for NoticesSchedule 2
    
    
    
    ReservedSchedule 3
    
    
    
    Subsidiary GuarantorsSchedule 4
    
    
    
    Existing Letters of CreditSchedule 4.01(iv)
    
    
    
    Closing Date Control AgreementsSchedule 4.01(xxi)
    
    
    
    Closing Date Landlords AgreementsSchedule 4.04(i)
    
    
    
    Post-Closing Control AgreementsSchedule 4.04(ii)
    
    
    
    Post-Closing Landlords Agreements
 (iv)




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##### 



Schedule 5.01
    
    
    
    Corporate StatusSchedule 7.03
    
    
    
    LiensSchedule 7.04
    
    
    
    IndebtednessSchedule 7.05
    
    
    
    InvestmentsSchedule 7.10
    
    
    
    Affiliate Transactions
 (v)




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##### 



AMENDED AND RESTATED CREDIT AGREEMENT
 Company Lender Lenders Global Agent
 RECITALS:
   AGREEMENT:
  ARTICLE I    DEFINITIONS AND TERMS
 Certain Defined Terms.
  Accepting Lender
 Acquisition
 Additional Security Document




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##### 



Adjusted Commitment Percentage
 Adjusted Eurodollar Rate Alternate Source
 London interbank offered rates quoted by BloombergAdjusted Eurodollar Rate =
    
    or appropriate successor as shown on Bloomberg Page BBAM11.00 - LIBOR Reserve Percentage
  Adjusted Foreign Currency Rate Alternate Source
 2




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##### 



London interbank offered rates quoted by BloombergAdjusted Foreign Currency Rate =
    
    or appropriate successor as shown on Bloomberg Page BBAM11.00  LIBOR Reserve Percentage
  Adjustment Date
 Affiliate
 Aggregate Canadian Sub-Facility Exposure
 Aggregate Credit Facility Exposure
 Aggregate Revolving Facility Exposure
 3




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##### 



Agreement
 AGSC
 Anti-Terrorism Laws
 Applicable Commitment Fee Rate
   Leverage Ratio
    
    Applicable Commitment Fee RateGreater than or equal to 0.50 to 1.00
    
    50.00 bpsLess than 0.50 to 1.00
    
    37.50 bps
 provided
 Applicable Margin
  4




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##### 



Applicable Margin for
    
    Applicable Margin forRevolving Loans that
    
    Revolving Loans thatLeverage Ratio
    
    are Base Rate Loans
    
    are Fixed Rate LoansGreater than or equal
to 2.50 to 1.00
    
    250.00 bps
    
    350.00 bpsGreater than or equal
to 2.00 to 1.00, but
Less than 2.50 to 1.00
    
    200.00 bps
    
    300.00 bpsGreater than or equal
to 1.50 to 1.00, but
Less than 2.00 to 1.00
    
    175.00 bps
    
    275.00 bpsGreater than or equal
to 0.50 to 1.00 but
less than 1.50 to 1.00
    
    150.00 bps
    
    250.00 bpsLess than 0.50 to 1.00
    
    125.00 bps
    
    225.00 bps
 provided
 Approved Bank
 5




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##### 



Approved Fund
 ASC
 Asset Sale provided
 Assignment Agreement Exhibit G
 Augmenting Lender
 Authorized Officer
 Bankruptcy Code Bankruptcy
 Base Rate plus plus
 Base Rate Loan
 Benefited Creditors
 6




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##### 



Borrower
 Borrowers
 Borrowing
 Business Day
 Canadian Administrative Branch
 Canadian Base Rate
 Canadian Base Rate Loan
 Canadian Base Rate Note Exhibit A-3
 Canadian Borrower provided, however,
 Canadian Borrowing
 7




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##### 



Canadian Commitment Schedule 1
 Canadian Commitment Percentage provided, however, Schedule 1
 Canadian Dollars
 Canadian LC Commitment Amount
 Canadian LC Issuance
 Canadian LC Outstandings
 Canadian LC Participant
 Canadian LC Participation
 Canadian LC Request
 Canadian Lender provided, however, provided
 8




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##### 



Income Tax Act Income Tax Act
 Canadian Lending Installation
 Canadian Letter of Credit
 Canadian Obligations
 Canadian Payment Office
 Canadian Revolving Loan
 Canadian Sub-Facility provided, however,
 Canadian Sub-Facility Exposure
 Canadian Sub-Facility Note
 Capital Distribution
 9




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##### 



Capital Lease
 Capitalized Lease Obligations
 Cash Dividend
 Cash Equivalents
  (provided
 Approved Bank
    10




---



##### 



Cash Management Agreements
 Cash Proceeds
 CDOR Loan
 CDOR Note Exhibit A-2
 CDOR Rate provided,
however,
 11




---



##### 



CERCLA et seq.
 Change in Law
 Change of Control provided, however,
 Charges
 CIP Regulations
 Claims
 Closing Date
 Code
 Collateral
 Collateral Agent
 Collateral Assignment Agreement
 12




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##### 



Collateral Release Date
 Commercial Letter of Credit
 Commitment
 Commitment Fees
 Commodities Hedge Agreement
 Company
 Company Guaranteed Obligations
 Compliance Certificate
 Computation Date
 Confidential Information
 Consideration
 Consolidated Capital Expenditures
 13




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##### 



Consolidated Depreciation and Amortization Expense
 Consolidated EBITDA plus less provided, however,
 Consolidated Income Tax Expense
 Consolidated Interest Expense provided, however,
 14




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##### 



Consolidated Net Income
 Consolidated Total Debt
 Continue, Continuation Continued
 Control Agreement
 Convert, Conversion Converted
 Credit Event
 Credit Facility
 Credit Facility Exposure
 Credit Party
 15




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##### 



Daily LIBOR Rate minus
 Declining Lender
 Default
 Default Rate plus plus
 Defaulting Lender
 Designated Foreign Currency
 Designated Hedge Agreement
 16




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##### 



Designated Hedge Creditor
 Dollars, U.S dollars
 Dollar Equivalent
 Domestic Credit Party
 Domestic Lending Office
 Domestic Subsidiary
 EBITDA plus
 17




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##### 



Eligible Assignee provided, however,
 Environmental Claims Claims
 Environmental Law et seq.; et seq.; et seq.; et seq.; et seq., et seq. et seq.
 Equalization Date
 18




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##### 



Equalization Percentage
 ERISA
 ERISA Affiliate
 Eurodollar Loan
 Event of Default
 Event of Loss
 Excluded Taxes
 19




---



##### 



Executive Order No. 13224
 Exemption Certificate
 Existing Credit Agreement
 Existing Letters of Credit Schedule 4
 Federal Funds Effective Rate provided
 Federal Funds Open Rate Alternate Source
 Fee Letter
 Fees
 20




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##### 



Financial Projections
 Fitch
 Fixed Commitment Percentage provided, however, Schedule 1
 Fixed Rate Loan
 Foreign Credit Party
 Foreign Currency Exposure
 Foreign Currency Loan
 Foreign Lender
 Foreign Lending Office
 Foreign Revolving Facility Borrower provided, however,
 Foreign Revolving Facility Borrower Obligations
 Foreign Subsidiary
 21




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##### 



Foreign Subsidiary Borrower
 Foreign Subsidiary Borrower Exposure
 Foreign Subsidiary Guaranty
 Funding Amount pro rata
 Funding Percentage
 GAAP
 Global Agent
 Governmental Authority
 Guaranty Obligations Primary Indebtedness Primary Obligor provided, however,
 22




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##### 



Hazardous Materials
 Hedge Agreement
 Increasing Lender
 Indebtedness provided, however
 23




---



##### 



Indemnified Taxes
 Indemnitees
 Indentures
 Insolvency Event Bankruptcy and Insolvency Act Companies
Creditors Arrangement Act Winding-Up and Restructuring Act conservator
 Interest Coverage Ratio
 Interest Period provided, however,
 24




---



##### 



provided, however,
 Investment
 Investment Grade Rating
 Joinder Agreement
 Judgment Amount
 Landlords Agreement
 Law
 LC Documents
 25




---



##### 



LC Fee
 LC Issuance
 LC Issuer
 LC Obligor
 Leaseholds
 Lender Lenders Lenders
 Lender Register
 Letter of Credit
 Leverage Ratio
 LIBOR Reserve Percentage Eurocurrency
Liabilities
 Lien
 Loan
 26




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##### 



Loan Documents
 Loss
 Margin Stock
 Material Adverse Effect
 Material Indebtedness
 Material Leased Location
 Maximum Credit Facility Amount
 Maximum Dividend Amount
 Maximum Foreign Exposure Amount
 Maximum Rate
 Maximum Share Repurchase Amount
 Minimum Borrowing Amount
 27




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##### 



Moodys
 Moodys Rating
 Multiemployer Plan
 Multiple Employer Plan
 Net Cash Proceeds
 New Lender
 1934 Act
 Non-Canadian Lender
 Non-Consenting Lender
 Non-Defaulting Lender
 Note
 28




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##### 



Notice of Adjustment
 Notice of Borrowing
 Notice of Continuation or Conversion
 Notice of Swing Line Refunding
 Notice Office
 Obligations
 Operating Lease
 Organizational Documents
 Original Due Date
 Other Taxes
 Payment Office
 Payment Sharing Percentage
 29




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##### 



PBGC
 Permitted Acquisition
  provided
  pro forma
 pro forma pro
forma
 Permitted Acquisition Amount
 Permitted Asset Dispositions
 Permitted Creditor Investment
 30




---



##### 



Permitted Foreign Subsidiary Loans and Investments
 Permitted Holders
 Permitted Lien
 Permitted Note Purchase
 Permitted Receivables Facility
 31




---



##### 



Person
 Plan
 PNC
 Primary Indebtedness
 Primary Obligor
 Prime Rate
 Principal Office
 Published Rate The Wall
Street Journal Money Rates
 Purchase Date
 Quoted Rate
 Ratings Agencies
 RCRA et seq.
 Real Property
 32




---



##### 



Receivables Facility Documents
 Receivables Related Assets Account Receivable
 Receivables Subsidiary
 Regulation D
 Regulation U
 Related Parties
 33




---



##### 



Reportable Event
 Required Lenders
 Restricted Payment
 Revolving Borrowing
 Revolving Commitment Schedule 1
 Revolving Facility
 Revolving Facility Availability Period
 Revolving Facility Borrower
 Revolving Facility Exposure
 Revolving Facility LC Commitment Amount
 34




---



##### 



Revolving Facility LC Issuance
 Revolving Facility LC Outstandings
 Revolving Facility LC Participant
 Revolving Facility LC Participation
 Revolving Facility LC Request
 Revolving Facility Letter of Credit
 Revolving Facility Note Exhibit A-1
 Revolving Facility Termination Date
 Revolving Lender
 Revolving Loan
 Revolving/Canadian Facility Exposure
 Sale and Lease-Back Transaction
 S&P
 S&P Rating
 35




---



##### 



Scheduled Add-Backs
 SEC
 SEC Regulation D
 Security Agreement
 Security Documents
 Senior Indenture
 Senior Indenture (2006)
 Share Repurchase
 Standard Permitted Lien
 36




---



##### 



provided
 Standby Letter of Credit
 Stated Amount
 Subordinated Indebtedness
 Subordinated Indenture
 Subsidiary
 37




---



##### 



provided, however provided, however, further Subsidiary
 Subsidiary Guarantor Schedule 3 provided, however, further
 Subsidiary Guaranty
 Swing Line Commitment
 Swing Line Facility
 Swing Line Lender
 Swing Line Note Exhibit A-4
 Swing Line Participation Amount
 Swing Loan
 Swing Loan Participation
 Synthetic Lease
 Taxes
 Testing Period
 38




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##### 



except
 Total Canadian Commitment
 Total Revolving Commitment
 Type
 UCC
 Unfunded Plan Status
 United States
 Unpaid Drawing
 Unutilized Commitment
 Unutilized Revolving Commitment
 Unutilized Total Commitment
 39




---



##### 



Unutilized Total Revolving Commitment
 US Base Rate Loan
 USA Patriot Act
 Voting Power
 World Headquarters Initiative
 Computation of Time Periods.
  Accounting Terms.
 provided provided that
 40




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##### 



Terms Generally.
  Currency Equivalents.
 provided, however,
 41




---



##### 



ARTICLE II    THE TERMS OF THE CREDIT FACILITY
 Establishment of the Credit Facility.
 provided, however
 Revolving Facility.
 In General provided pro rata
 42




---



##### 



Foreign Currency Loans Accepting Lender Declining Lender Augmenting Lender provided
 Increase in Revolving Commitments
 Increasing Lenders and New Lenders Increasing Lender New Lender
 No Obligation to Increase
 Defaults
 Aggregate Revolving Commitments
 43




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##### 



Minimum Revolving Commitments
 Notes
 Approval of New Lenders
 Increasing Lenders
 New LendersJoinder Exhibit A-5
 Treatment of Outstanding Loans and Letters of Credit
 Repayment of Outstanding Loans; Borrowing of New Loans provided pro rata
 Outstanding Letters of Credit Repayment of Outstanding Loans; Borrowing of
New Loans pro rata pro rata
 Canadian Sub-Facility.
  44




---



##### 



provided pro rata
 Reserved.
 Swing Line Facility.
 Swing Loans
 Swing Loan Refunding Notice
of Swing Line Refunding
 45




---



##### 



Swing Loan Participation Purchase Date Swing Loan Participation Swing Line
Participation Amount provided, however,
 46




---



##### 



Obligations Unconditional
 Revolving Facility Letters of Credit.
 evolving Facility LC Issuance provided, however,
 Revolving Facility LC Requests Exhibit B-3 Revolving Facility LC
Request
 47




---



##### 



Auto-Renewal Letters of Credit provided, however, provided, however,
 Existing Letters of Credit
 48




---



##### 



Reserved
 Notice of Revolving Facility LC Issuance
 Defaulting Lender
 Reimbursement Obligations
 Revolving Facility Borrowers Obligations Generally; Effect as Borrowing
 49




---



##### 



Obligations Absolute provided, however,
 50




---



##### 



Determinations to Honor Drawing Requests
 Indemnity
 Liability for Acts and Omissions
 51




---



##### 



Order
  Revolving Facility LC Participations
 Revolving Facility LC Participant
 52




---



##### 



Revolving
Facility LC Participation
  provided,
however,
 53




---



##### 



54




---



##### 



55




---



##### 



provided, however,
 56




---



##### 



Canadian Letters of Credit.
 Canadian LC Issuance provided, however,
 Canadian LC Requests Exhibit B-4 Canadian LC Request
 57




---



##### 



Auto-Renewal Letters of Credit provided, however, provided, however,
 Reserved
 Notice of Canadian LC Issuance
 Defaulting Lender
 58




---



##### 



Reimbursement Obligations
 Canadian Borrowers Obligations Generally; Effect as Borrowing
 Obligations Absolute
 59




---



##### 



provided, however,
 Determinations to Honor Drawing Requests
 Indemnity
 Liability for Acts and Omissions
 60




---



##### 



Order
  61




---



##### 



Canadian LC Participations
 Canadian LC Participant Canadian LC Participation
  provided, however,
 62




---



##### 



63




---



##### 



64




---



##### 



provided, however,
 Notice of Borrowing.
 Time of Notice
 65




---



##### 



Notice of Borrowing Exhibit B-1 Notice of
Borrowing
 Minimum Borrowing Amount
 Maximum Borrowings provided, however,
 Funding Obligations; Disbursement of Funds.
 Several Nature of Funding Obligations
 66




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##### 



Funding Obligations pro rata pro rata
 Notice to Lenders
 Funding of Loans
 Revolving Loans
 67




---



##### 



Canadian Revolving Loans
 Reserved
 Swing Loans
  Cash Management Agreements
 Advance Funding
 68




---



##### 



Adjustment of Loans and Certain Other Obligations.
 Requirement for Adjustment then
 Notice of Adjustment
 69




---



##### 



Notice of Adjustment
 Manner of Adjustment
   provided, however,
  70




---



##### 



Determination of Loans to be Repaid
 Payment Obligations provided
 Participations
 Obligations Unconditional
 71




---



##### 



Breakage Compensation
 Evidence of Obligations.
 Loan Accounts of Lenders
 Loan Accounts of Global Agent; Lender Register Lender Register
 Effect of Loan Accounts, etc prima facie provided,
 Notes
 72




---



##### 



provided, however,
 Interest; Default Rate.
 Interest on Revolving Loans plus plus plus
 Interest on Canadian Revolving Loans
 plus
  Reserved
 Interest on Swing Loans
 Default Interest
 73




---



##### 



Accrual and Payment of Interest ,
 Computations of Interest and Discounts
 Information as to Interest Rates
 Conversion and Continuation of Loans.
 Conversion and Continuation of Revolving Loans provided, however,
 74




---



##### 



Conversion and Continuation of Canadian Revolving Loans provided, however,
 Notice of Continuation and Conversion
 75




---



##### 



Exhibit B-2 Notice of
Continuation or Conversion
 Fees.
 Commitment Fees
 Commitment Fees times provided, however provided further
  Reserved
 LC Fees for Revolving Facility Letters of Credit
  76




---



##### 



times
 times
 provided further
 LC Fees for Canadian Facility Letters of Credit
 times
 times
 77




---



##### 



provided further
 Fronting Fees
   Additional Charges of LC Issuer
 Global Agent Fees
 Computations of Fees
 78




---



##### 



Termination and Reduction of Commitments.
 Mandatory Termination of Commitments
 Voluntary Termination of the Commitments
 Partial Reduction of Commitments provided, however,
 Payments and Prepayments of Loans.
 Voluntary Prepayments except
 79




---



##### 



provided, however,
 Replacement of a Lender provided
     80




---



##### 



Mandatory Payments
 Maturity
 Adjustment Dates
 Loans Exceed the Commitments
 Revolving Facility LC Outstandings Exceed Commitment then
 81




---



##### 



Certain Proceeds of Indebtedness
 Certain Proceeds of Asset Sales provided,
 Certain Proceeds of an Event of Loss
 82




---



##### 



Applications of Certain Prepayment Proceeds first, second,
 Reserved
 Particular Loans to be Prepaid provided, however,
 Breakage and Other Compensation Excess Amount provided
 Method and Place of Payment.
 Generally
 83




---



##### 



Application of Payments
 Payment of Obligations provided, however,
 Canadian Obligations
 Timing of Payments
 84




---



##### 



Distribution to Lenders provided,
however, second
 Authority of Company; Liability of Foreign Subsidiary Borrowers.
 Authority of the Company
 85




---



##### 



Foreign Revolving Facility Borrowers
 Canadian Borrowers
 Eligibility and Addition/Release of Foreign Subsidiary Borrowers.
 No Foreign Subsidiary Borrowers as of the Closing Date
 Eligibility of Foreign Subsidiaries provided
 86




---



##### 



Notification to Lenders
 Release of Foreign Subsidiary Borrowers
 Collateral and Collateral Release Date.
  87




---



##### 



Collateral Release Date
 Liability of Foreign Subsidiary Borrowers.
  ARTICLE III    TAXES, INCREASED COSTS AND ILLEGALITY
 Interest Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available.
 Unascertainable
   Illegality; Increased Costs; Deposits Not Available
  88




---



##### 



Global Agents and Lenders Rights
 Increased Costs.
 Increased Costs Generally
  89




---



##### 



Capital Requirements
 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans
 Delay in Requests
 90




---



##### 



provided
 Taxes.
 Payments Free of Taxes provided
 Payment of Other Taxes by the Borrowers
 Indemnification by the Borrowers
 Evidence of Payments
 91




---



##### 



Status of Lenders
     Exemption Certificate
 92




---



##### 



Treatment of Certain Refunds
 Indemnity.
     93




---



##### 



Mitigation Obligations
  ARTICLE IV    CONDITIONS PRECEDENT
 Conditions Precedent at Closing Date.
  Credit Agreement
 Notes
 Subsidiary Guaranty Subsidiary Guaranty Exhibit C-1
 Security Agreement, Collateral Assignments and Control Agreements Security Agreement
 94




---



##### 



Exhibit C-2 Schedule
4.01(iv
 Fees
 Corporate Resolutions and Approvals
 Incumbency Certificates
 Opinions of Counsel
 Recordation of Security Documents, Delivery of Collateral, Taxes, etc
 95




---



##### 



Evidence of Insurance
 Search Reports
 Corporate Charter, Other Organizational Documents and Good Standing
Certificates
 Closing Certificate Exhibit F
 Proceedings and Documents
 No Material Adverse Effect
 No Litigation
 96




---



##### 



Due Diligence
 Regulatory Approvals and Consents
 Indentures and Receivables Purchase Agreement
 Existing Indebtedness
 Landlords Agreements Schedule 4.01(xxi
 Miscellaneous
  Conditions Precedent to Addition of Foreign Subsidiary Borrowers.
  Joinder Agreement
 97




---



##### 



Joinder
Agreement Exhibit D
 Notes
 Corporate Resolutions and Approvals
 Incumbency Certificates
 Opinions of Counsel
 Organizational Documents
 Amendments to Loan Documents
 Proceedings and Documents
 Miscellaneous
 98




---



##### 



Conditions Precedent to All Credit Events.
  Notice
 No Default; Representations and Warranties
  Post-Closing Covenants.
     99




---



##### 



ARTICLE V    REPRESENTATIONS AND WARRANTIES
  Corporate Status, etc.
 Schedule 5.01
 Corporate Power and Authority, etc.
  100




---



##### 



No Violation.
  Governmental Approvals.
  Litigation.
  Use of Proceeds; Margin Regulations.
   101




---



##### 



Financial Statements, etc.
  Financial Projections provided,
however,
 Solvency.
  102




---



##### 



No Material Adverse Change.
 except for
 Tax Returns and Payments.
  Title to Properties, etc.
  Lawful Operations, etc.
  103




---



##### 



except
 Environmental Matters.
   Compliance with ERISA.
  104




---



##### 



Investment Company Act, etc.
  Insurance.
  Burdensome Contracts; Labor Relations.
  105




---



##### 



except
 Security Interests.
 except
 True and Complete Disclosure.
  106




---



##### 



Certain Indentures.
  Defaults.
  Anti-Terrorism Law Compliance.
  ARTICLE VI    AFFIRMATIVE COVENANTS
  Reporting Requirements.
  Annual Financial Statements
 107




---



##### 



Quarterly Financial Statements
 Officers Compliance Certificates Compliance Certificate Exhibit E
 Forecasts
 Notices
   108




---



##### 



ERISA
         Environmental Matters
 109




---



##### 



SEC Reports and Registration Statements
 Annual, Quarterly and Other Reports
 Other Notices
 Other Information
 Books, Records and Inspections.
  110




---



##### 



Insurance.
    Payment of Taxes and Claims.
 provided, however,
 111




---



##### 



Corporate Franchises.
 provided, however,
 Good Repair.
  Compliance with Statutes, etc.
  Compliance with Environmental Laws.
  except
   112




---



##### 



Certain Subsidiaries to Join in Subsidiary Guaranty.
 provided,
however,
 Additional Security; Further Assurances.
 Additional Security
 113




---



##### 



Additional Security Document
 Foreign and Non-Material Subsidiaries
 Further Assurances
 Landlord/Mortgagees Waivers
 114




---



##### 



pari passu
 ARTICLE VII    NEGATIVE COVENANTS
  Changes in Business.
  Consolidation, Merger, Acquisitions, Asset Sales, etc.
 except
 provided provided provided
 115




---



##### 



provided
   provided
  116




---



##### 



provided
     Liens.
 except
  Schedule 7.03
 provided provided
 117




---



##### 



provided provided further
  Indebtedness.
 except:
  118




---



##### 



Schedule 7.04
 provided
 provided,
  provided
  119




---



##### 



provided
   provided
 pro
forma
 provided pro forma
  120




---



##### 



provided
 Investments and Guaranty Obligations.
 except:
     provided
 Schedule 7.05
      121




---



##### 



provided
    Restricted Payments.
 except:
 122




---



##### 



provided pro forma pro forma provided pro forma
 provided pro forma pro forma provided pro forma
 provided
 123




---



##### 



pro forma pro forma pro forma
 Financial Covenants.
 Leverage Ratio
 Interest Coverage Ratio
 Limitation on Certain Restrictive Agreements.
 except
 124




---



##### 



Amendments to Certain Documents.
 provided
 Transactions with Affiliates.
 except
 125




---



##### 



provided provided
 Anti-Terrorism Laws.
  ARTICLE VIII    EVENTS OF DEFAULT
 Events of Default.
 Event
of Default
 Payments
 Representations, etc.
 126




---



##### 



Certain Covenants
 Other Covenants
 Cross Default Under Other Agreements
 Invalidity of Loan Documents
 Judgments
 127




---



##### 



Insolvency Event
 ERISA
 [Reserved]
 Change of Control
 Remedies.
     128




---



##### 



provided
 Application of Certain Payments and Proceeds.
  Obligations Generally
 first,
 second,
 third,
 fourth, pro rata
 fifth,
 sixth,
 129




---



##### 



finally,
 Foreign Revolving Facility Borrower Obligations
 first,
 second,
 third,
 fourth,
 fifth,
 sixth,
 130




---



##### 



finally,
 Canadian Obligations
 first,
 second,
 third,
 fourth,
 fifth,
 sixth,
 finally,
 131




---



##### 



Equalization.
 Equalization Prior to Equalization Date
 Generally then
 Canadian Sub-Facility then
 Recovery of Amounts
 Equalization after Equalization Date
 132




---



##### 



Consent of Borrowers
 Defaulting Lenders
 Set-Off.
  133




---



##### 



ARTICLE IX    THE GLOBAL AGENT
 Appointment and Authority.
  Rights as a Lender.
  Exculpatory Provisions.
    134




---



##### 



Reliance by Global Agent.
  135




---



##### 



Delegation of Duties.
  Resignation of Global Agent.
   136




---



##### 



Non-Reliance on Global Agent and Other Lenders.
  Other Agents.
  Global Agents Fee.
  Authorization to Release Collateral and Guarantors.
  No Reliance on Global Agents Customer Identification Program.
 CIP
Regulations
 137




---



##### 



ARTICLE X    GUARANTY
 Guaranty by the Company.
 Company Guaranteed
Obligations
 Additional Undertaking.
  138




---



##### 



Guaranty Unconditional.
         Company Obligations to Remain in Effect; Restoration.
  139




---



##### 



Waiver of Acceptance, etc.
  Subrogation.
  Effect of Stay.
  ARTICLE XI    MISCELLANEOUS
 Reserved.
 Expenses; Indemnity; Damage Waiver.
 Costs and Expenses
 140




---



##### 



Indemnification by the Borrowers Indemnitee
 141




---



##### 



Reimbursement by Lenders
 General Limitation of Liability; Waiver of Consequential Damages, Etc
   Payments
 Holidays.
  142




---



##### 



Notices; Effectiveness; Electronic Communication.
 Notices Generally Schedule 1
  Electronic Communications provided provided provided
 Change of Address, Etc
 Successors and Assigns.
 Successors and Assigns Generally provided, however,
 143




---



##### 



provided, further,
 Participations provided
      provided further,
 Assignments by Lenders
  144




---



##### 



provided, however,
  Income Tax Act Income Tax Act
      145




---



##### 



No SEC Registration or Blue Sky Compliance
 Representations of Lenders provided, however,
 No Waiver; Remedies Cumulative.
  146




---



##### 



CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.
 Governing Law ICC UCP ISP98
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 147




---



##### 



SERVICE OF PROCESS
 WAIVER OF JURY TRIAL
 Counterparts.
  Integration.
  Headings Descriptive.
  148




---



##### 



Amendment or Waiver.
 unless provided, however,
        except
 except,
 149




---



##### 



except
        Non-Consenting Lender
 150




---



##### 



Survival of Indemnities.
  Domicile of Loans.
 ; provided,
however,
 Confidentiality.
 except provided
 Confidential Information
 151




---



##### 



provided, however,
  [Reserved]
 No Duty.
  Lenders and Agent Not Fiduciary to Borrowers, etc.
  Survival of Representations and Warranties.
  152




---



##### 



Severability.
  Independence of Covenants.
  Interest Rate Limitation.
 Maximum Rate Charges Maximum Rate
 Canadian Interest Limitation
 153




---



##### 



Judgment Currency.
 Judgment Amount Original Due Date Loss
 USA Patriot Act Notification.
  154




---



##### 



Amendment and Restatement; No Novation.
  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
 155




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
  AMERICAN GREETINGS CORPORATIONBy:
    /s/ Gregory M. SteinbergName:
    Gregory M. SteinbergTitle:
    Treasurer




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 PNC BANK, NATIONAL ASSOCIATION, as a 
Lender, a LC Issuer, the Swing Line Lender and the 
Global AgentBy:
    /s/ Christine S. BrownName:
    Christine S. BrownTitle:
    Senior Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 PNC BANK CANADA BRANCH, as a Canadian 
LenderBy:
    /s/ Mike Danby  /  /s/ Bill HinesName:
    Mike Danby  /    Bill HinesTitle:
    Assistant Vice President  / Senior  Vice 
President & Principal Officer




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 BANK OF AMERICA, N.A., as a Lender and a
Co-Syndication AgentBy:
    /s/ Matthew BuzzelliName:
    Matthew BuzzelliTitle:
    Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 JPMORGAN CHASE BANK, N.A., as a Lender, 
as a Canadian Lender and a Co-Syndication AgentBy:
    /s/ Gregory MartinName:
    Gregory MartinTitle:
    Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 KEYBANK NATIONAL ASSOCIATION, as a 
Lender and a Co-Documentation AgentBy:
    /s/ Marianne T. MeilName:
    Marianne T. MeilTitle:
    Senior Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 THE BANK OF NOVA SCOTIA, as a Lender, as 
a Canadian Lender and a Co-Documentation AgentBy:
    /s/ Michelle C. PhillipsName:
    Michelle C. PhillipsTitle:
    Director




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 RBS CITIZENS, NATIONAL ASSOCIATION,
as a LenderBy:
    /s/ Joshua BotnickName:
    Joshua BotnickTitle:
    Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 WELLS FARGO BANK, N.A., as a LenderBy:
    /s/ Nick KeplerName:
    Nick KeplerTitle:
    Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 THE NORTHERN TRUST COMPANY, as a 
LenderBy:
    /s/ Jeffrey P. SullivanName:
    Jeffrey P. SullivanTitle:
    Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 FIFTH THIRD BANK, as a LenderBy:
    /s/ Roy C. LanctotName:
    Roy C. LanctotTitle:
    Vice president




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 U.S. BANK NATIONAL ASSOCIATION, as a 
LenderBy:
    /s/ Michael P. DickmanName:
    Michael P. DickmanTitle:
    Vice President




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 THE BANK OF TOKYO  MITSUBISHI UFJ,
LTD.,as a LenderBy:
    /s/ Victor PierzchalskiName:
    Victor PierzchalskiTitle:
    Authorized Signatory




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 BARCLAYS BANK PLC, as a LenderBy:
    /s/ M. RigbyName:
    M. RigbyTitle:
    Relationship Director




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 THE GOVERNOR AND COMPANY OF THE 
BANK OF IRELAND, as a LenderBy:
    /s/ Orla JonesName:
    Orla JonesTitle:
    Authorized SignatoryBy:
    /s/ David RaffertyName:
    David RaffertyTitle:
    Authorized Signatory




---



##### 



[SIGNATURE PAGE TO AMERICAN GREETINGS CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT]
 UBS AG, STAMFORD BRANCH, as a LenderBy:
    /s/ Mary E. EvansName:
    Mary E. EvansTitle:
    Associate DirectorBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director