Exhibit 4(b)
AMERICAN GREETINGS CORPORATION
and
THE HUNTINGTON NATIONAL BANK
as Trustee
FIRST SUPPLEMENTAL INDENTURE
11.75% Senior Subordinated Notes due 2008
Dated as of May 12, 2004
FIRST SUPPLEMENTAL INDENTURE, dated as of May 12, 2004,
between AMERICAN GREETINGS CORPORATION, an Ohio corporation (the "Company"), and
THE HUNTINGTON NATIONAL BANK, as Trustee (the "Trustee"), to the INDENTURE,
dated as of June 29, 2001, between the Company and the Trustee (the
"Indenture"). Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Indenture.
WHEREAS, the Company and the Trustee desire to amend the
Indenture;
WHEREAS, Section 9.02 of the Indenture permits amendment of
the Indenture in this respect by the Company and the Trustee, with the consent
of the Holders of at least a majority in principal amount of the Notes then
outstanding voting as a single class;
WHEREAS, the Company has commenced, pursuant to the Offer to
Purchase and Consent Solicitation Statement of the Company, dated April 14, 2004
(the "Offer to Purchase"), an offer to purchase all of the outstanding Notes
(the "Tender Offer") and a solicitation (the "Solicitation") to obtain the
consent of the Holders (the "Consent") of at least a majority in outstanding
principal amount of the Notes to the Proposed Amendments (as defined in the
Offer to Purchase);
WHEREAS, subject to the satisfaction or waiver of all
conditions to the Tender Offer and the Solicitation as set forth in the Offer to
Purchase, including the condition that Holders of at least a majority in
aggregate principal amount of the outstanding Notes consent to this Supplemental
Indenture, the Company is obligated to pay to each Holder a consent fee for each
$1,000 aggregate principal amount of Notes in respect of which a Consent has
been validly delivered and not revoked prior to the Consent Payment Deadline (as
defined in the Offer to Purchase); and
WHEREAS, the Holders of at least a majority in principal
amount of the Notes currently outstanding voting as a single class have provided
written consents to this Supplemental Indenture.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments to Articles One, Three, Four, Five and Six.
a. The Indenture is hereby amended by (i) deleting the text of
Sections 3.09, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16,
4.17, 4.18, 6.01(e) and 6.01(f) of the Indenture and replacing them with the
words "Intentionally Omitted," and deleting clause (iv) of Section 5.01 and the
word "and" immediately preceding that clause and inserting the word "and"
immediately preceding clause (iii) of Section 5.01, (ii) deleting all references
to such sections and clause in their entirety, including without limitation all
references, direct or indirect, thereto in Section 6.01, "Events of Default,"
and (iii) deleting Sections 4.03 and 4.04 of the Indenture and replacing each
with the words "The Company will comply with TIA Section 314(a)."
b. The Indenture is hereby amended by replacing all references
to the terms "Restricted Subsidiary" and "Unrestricted Subsidiary" with the term
"Subsidiary" and by
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deleting the definitions "Restricted Subsidiary" and "Unrestricted Subsidiary"
from Section 1.01 of the Indenture.
c. The Indenture is hereby amended by deleting those
definitions from the Indenture for which all references to such definitions will
be eliminated as a result of the provisions of the two preceding paragraphs.
2. Miscellaneous
a. Ratification of Agreement. As supplemented by this
Supplemental Indenture, the Indenture is in all respects ratified and confirmed
and the Indenture, as so supplemented by this Supplemental Indenture, shall be
read, taken and construed as one and the same instrument. Except as provided for
in this Supplemental Indenture, the Indenture shall remain in full force and
effect. The consent of the Holders to this Supplemental Indenture shall not
constitute an amendment or waiver of any provision of the Indenture except to
the extent expressly set forth herein, and shall not be construed as a waiver or
consent to any further or future action on the part of the Company.
b. Definitions. All capitalized terms used herein without
definition shall have the meanings specified to them in the Indenture.
c. Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all of such counterparts shall together constitute but one and
the same instrument.
d. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
e. Effectiveness. This Supplemental Indenture and the
amendments described in Section 1 hereof shall become effective upon the
occurrence of each of the following: (a) the receipt by the Trustee of (i) an
Officers' Certificate certifying that the Holders of at least a majority in
principal amount of the outstanding Notes have consented (and not validly
revoked such consents) to this Supplemental Indenture and (ii) evidence of such
consents by the Holders of at least a majority in principal amount of the
outstanding Notes; (b) the execution hereof by the Company and the Trustee; and
(c) the Acceptance Date (as defined in the Offer to Purchase).
f. Trustee. The Trustee accepts the modifications of the Trust
effected by this Supplemental Indenture, but only upon the terms and conditions
set forth in the Indenture. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Company, and the
Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this Supplemental
Indenture, and the Trustee makes no representation with respect thereto.
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g. Indemnification of Trustee. The Company agrees to indemnify
and hold harmless the Trustee from and against any and all claims, demands,
causes of action, losses, damages, liabilities, costs and expenses (including,
without limitation, attorneys' fees and court costs) at any time asserted
against or incurred by the Trustee by reason of, arising out of or in connection
with the execution of this Supplemental Indenture, except for the Trustee's own
negligent action, its own negligent failure to act, or its own willful
misconduct.
[signature page follows on the next page]
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IN WITNESS WHEREOF, each of the undersigned has caused this
Supplemental Indenture to be duly executed as of the date first above written.
AMERICAN GREETINGS CORPORATION
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President, Treasurer and Investor
Relations
THE HUNTINGTON NATIONAL BANK
as Trustee
By:
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Name:
Title:
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10983744.1
