AMERICAN GREETINGS CORPORATION as Issuer, and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of 7.375% Senior Notes due 2021First Supplemental Indenture • November 29th, 2011 • American Greetings Corp • Greeting cards • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , between American Greetings Corporation, an Ohio corporation (the “Issuer”), and The Bank of Nova Scotia Trust Company of New York, a trust company organized and existing under the laws of the State of New York, as trustee (the “Trustee”).
AMERICAN GREETINGS CORPORATIONUnderwriting Agreement • November 29th, 2011 • American Greetings Corp • Greeting cards • New York
American Greetings Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of $225,000,000 principal amount of its 7.375% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The net proceeds from the issuance of the Securities will be used primarily to purchase the Company’s 7.375% Senior Notes due 2016, and 7.375% Notes due 2016, pursuant to (i) the tender offers commenced on November 15, 2
