Exhibit 10.5
FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this
"Amendment") is dated as of January 18, 2012 by and among (i) AMERICAN GREETINGS
CORPORATION, an Ohio corporation (the "Company"); EACH OF THE DOMESTIC
SUBSIDIARIES OF THE COMPANY PARTY HERETO (each such Domestic Subsidiary,
together with the Company, collectively, the "Grantors" and, individually,
"Grantor"); and (iii) PNC BANK, NATIONAL ASSOCIATION, as collateral agent (the
"Collateral Agent"), for the benefit of the Secured Creditors (as hereinafter
defined):
WITNESSETH:
WHEREAS, the Grantors and the Collateral Agent are parties to that certain
Amended and Restated Pledge and Security Agreement dated as of June 11, 2010 (as
heretofor further amended, restated, modified or supplemented from time to time,
the "Existing Security Agreement") entered into in connection with that certain
Amended and Restated Credit Agreement dated as of June 11, 2010 (as heretofor
further amended, restated, modified or supplemented from time to time, the
"Existing Credit Agreement") among the Company, the Foreign Subsidiary Borrowers
(as defined therein), the Lenders (as defined therein) and the Collateral Agent
(as defined therein); and
WHEREAS, the parties to the Existing Credit Agreement have amended the Existing
Credit Agreement pursuant to that certain First Amendment thereto dated as of
even date herewith (the "First Amendment to Credit Agreement", and together with
the Existing Credit Agreement, the "Credit Agreement"); and
WHEREAS, it is a condition precedent to the First Amendment to Credit Agreement
that the parties to the Existing Security Agreement enter into this Amendment;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1. Recitals. The foregoing recitals are incorporated herein by reference.
2. Defined Terms. All terms used in this Amendment and not otherwise defined
herein shall have the meaning given to them in the Existing Security Agreement,
as amended hereby.
3. Amendments to Existing Security Agreement.
(a) Section 5.1. Section 5.1 [Deposit Accounts] of the Existing Security
Agreement is hereby amended and restated in its entirety to read as follows:
5.1 Deposit Accounts.
(a) The Grantors shall cause all deposit accounts to be subject at all times
(subject to Section 4.04(i) of the Credit Agreement) to a fully effective
Deposit Account Control Agreement except (i) any payroll account used
exclusively for funding the payroll obligations of the Grantors in the ordinary
course of business, (ii) any other deposit account (other than a deposit account
listed on Schedule 4.01(iv) of the Credit Agreement) so long as at any date of
determination the aggregate average monthly balance for the 12 months ending on
such date in any such deposit account is not in excess of $5,000,000 and the
aggregate average monthly balance for the 12 months ending on such date of all
deposit accounts that are not subject to Deposit Account Control Agreements is
not in excess of $10,000,000, or (iii) any other deposit account so