0001193125-07-095931 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards

THIS EMPLOYMENT AGREEMENT made at Cleveland, Ohio, this _____ day of _____________, ____, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation (herein called the “Corporation”) and _______________________________ (herein called “Employee”).

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AMERICAN GREETINGS CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards

WHEREAS, the individual identified on the attached form, (the “Optionee”) is a director of American Greetings Corporation (the “Company”); and

Effective February 4, 2000 Josef A. Mandelbaum Cleveland, Ohio 44118 Dear Josef:
Employment Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards • Ohio

This letter agreement (the “Agreement”) sets forth the terms and conditions on which you have agreed to serve as the President and Chief Executive Officer of AmericanGreetings.com, Inc. (the “Company”):

AMENDMENT NO. 1
Credit Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards • New York

This AMENDMENT NO. 1 (this “Amendment”) is entered into as of July 3, 2006, by and among the following: (i) AMERICAN GREETINGS CORPORATION, an Ohio corporation (the “Company”); (ii) the Subsidiary Guarantors, as defined in the Credit Agreement referred to below; (iii) the Lenders, as defined in the Credit Agreement; and (iv) NATIONAL CITY BANK, as Global Agent and as Collateral Agent, each as defined in the Credit Agreement.

OMNIBUS AMENDMENT TO RECEIVABLES SALE AGREEMENT and SALE AND CONTRIBUTION AGREEMENT and RECEIVABLES PURCHASE AGREEMENT
Receivables Sale Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards • New York

THIS OMNIBUS AMENDMENT (this “Amendment”) dated as of February 28, 2007, is entered into among AGC FUNDING CORPORATION (“Funding”), AMERICAN GREETINGS CORPORATION (“Greetings”), GIBSON GREETINGS, INC. (“Gibson”), PLUS MARK, INC. (“Plus Mark”), THE MEMBERS OF VARIOUS PURCHASER GROUPS LISTED ON THE SIGNATURE PAGES HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, together with its successors and permitted assigns in such capacity, the “LC Bank”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 26, 2007, by and among the following: (i) AMERICAN GREETINGS CORPORATION, an Ohio corporation (the “Company”); (ii) the Subsidiary Guarantors, as defined in the Credit Agreement referred to below; (iii) the Lenders, as defined in the Credit Agreement, signatory hereto; and (iv) NATIONAL CITY BANK, as Global Agent, as defined in the Credit Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards

THIS EMPLOYMENT AGREEMENT made at Cleveland, Ohio, this 14th day of April, 2003, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation (herein called the “Corporation”) and Stephen J. Smith (herein called “Employee”).

FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of January 12, 2007 is entered into among AGC FUNDING CORPORATION (the “Seller”), AMERICAN GREETINGS CORPORATION (in its individual capacity, “Greetings”), in its capacity as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC”), as purchaser agent for Market Street Funding LLC, as Administrator for each Purchaser Group (in such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, together with its successors and permitted assigns in such capacity, the “LC Bank”), MARKET STREET FUNDING LLC (in its individual capacity, “Market Street”), as a Conduit Purchaser and as a Related Committed Purchaser, LIBERTY STREET FUNDING CORP. (“LSFC”), as a Conduit Purchaser and THE BANK OF NOVA SCOTIA (“BNS”), as a Related Committed Purchaser an

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • April 30th, 2007 • American Greetings Corp • Greeting cards • New York

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 16, 2007, by and among the following: (i) AMERICAN GREETINGS CORPORATION, an Ohio corporation (the “Company”); (ii) the Subsidiary Guarantors, as defined in the Credit Agreement referred to below; (iii) the Lenders, as defined in the Credit Agreement, signatory hereto; and (iv) NATIONAL CITY BANK, as Global Agent, as defined in the Credit Agreement.

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