CREDIT AGREEMENT dated as of August 9, 2013 among CENTURY MERGER COMPANY (which will be merged with and into AMERICAN GREETINGS CORPORATION on the Closing Date, with AMERICAN GREETINGS CORPORATION surviving such merger) and THE CANADIAN BORROWERS...Credit Agreement • August 13th, 2013 • American Greetings Corp • Greeting cards • New York
This CREDIT AGREEMENT is entered into as of August 9, 2013 among the following: (i) CENTURY MERGER COMPANY, an Ohio corporation (“Merger Sub”) (which will be merged with and into AMERICAN GREETINGS CORPORATION, an Ohio corporation (“AGC”), on the Closing Date, with AGC surviving such merger); (ii) the Canadian Borrowers (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) from time to time party hereto; (iii) Century Intermediate Holding Company, a Delaware corporation and direct parent company of Merger Sub (“Holdings”); (iv) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (v) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the revolver agent (in such capacity, the “Revolver Agent”), the Swing Line Lender, a LC Issuer and Collateral Agent; and (vi) BANK OF AMERICA, N.A. (“Bank of America”), as the global administrative agent (the “Global Agent”).
EIGHTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 13th, 2013 • American Greetings Corp • Greeting cards • New York
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of August 9, 2013 is entered into among AGC FUNDING CORPORATION (the “Seller”), AMERICAN GREETINGS CORPORATION (“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 a purchaser agent, as Assignee (as defined below), 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”) and MARKET STREET FUNDING LLC (in its individual capacity, “Market Street”), as a Conduit Purchaser, as Assignor (as defined below) and as a Related Committed Purchaser.
