{"id":41098,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/limited-guaranty-under-loan-agreement-american-greetings-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"limited-guaranty-under-loan-agreement-american-greetings-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/limited-guaranty-under-loan-agreement-american-greetings-corp.html","title":{"rendered":"Limited Guaranty Under Loan Agreement – American Greetings Corp."},"content":{"rendered":"

LIMITED GUARANTY <\/u><\/strong><\/p>\n

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
\nACKNOWLEDGED, the undersigned unconditionally guaranties to Wells Fargo Retail
\nFinance, LLC, (together, with any of its successors-in-interest the
\n“Agent<\/u>“), with an address at One Boston Place, 18th Floor, Boston,
\nMassachusetts 02108, in its capacity as Agent for the benefit of the Lenders
\nunder the Loan Agreement (as defined below), in accordance with the terms and
\nconditions hereof, the payment of the Guaranteed Amount (as defined below);
\nprovided, however, that in no event shall Guarantor’s Liability under this
\nGuaranty exceed the Maximum Guaranty Amount, plus Costs of Collection (as
\ndefined below) as provided herein.<\/p>\n

1. DEFINITIONS<\/u>. All initially capitalized terms used here shall have
\nthe same meaning as set forth in the Loan Agreement, unless otherwise defined
\nherein. As used herein, the following terms have the following meanings:<\/p>\n

“Costs of Collection<\/u>” means, all reasonable attorneys’ fees and
\nreasonable out-of-pocket expenses incurred by the Agent’s attorneys, and all
\nreasonable costs and expenses incurred by the Agent (including, without
\nlimitation, reasonable and documented costs and expenses associated with
\ntravel), which fees, costs and expenses arise out of enforcement against
\nGuarantor of this Guaranty.<\/p>\n

“Guaranteed Amount<\/u>” means as of any date of determination thereof, the
\nlesser of (i) the Maximum Guaranty Amount or (ii) the aggregate amount of the
\noutstanding Liabilities as of such date, plus<\/u> all reasonable and
\ndocumented Costs of Collection incurred by Agent or Lenders in connection with
\nthis Guaranty.<\/p>\n

“Guarantor L\/C<\/u>” means one or more irrevocable standby letters of
\ncredit, which must aggregate at all times at least the Maximum Guaranty Amount,
\nwhich Guarantor L\/C shall have a minimum tenor of 365 days from the date of
\nissuance, contain customary “evergreen” provisions, be for the account of the
\nGuarantor, be for the benefit of Agent, on behalf of the Lenders, and be issued
\nby an Acceptable Financial Institution (which at all times must remain an
\nAcceptable Financial Institution during the term of the Guarantor L\/C) and
\notherwise be in form and substance reasonably satisfactory to Agent in all
\nmaterial respects in Agent’s Permitted Discretion, together with any supplement
\nthereto, renewal thereof or replacement thereof.<\/p>\n

“Guarantor L\/C End Date<\/u>” means the earliest of (A) the date on which
\nall of the following have occurred: (i) all Liabilities due and payable under
\nthe Loan Agreement have been indefeasibly repaid to Agent and\/or Lenders in full
\n(except that any outstanding L\/C’s may be cash collateralized rather than paid
\nas permitted under the Loan Agreement), (ii) the Commitments have been
\nterminated and (iii) the Revolving Credit Termination Date shall have occurred
\nor (B) January 1, 2014.<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Key Date<\/u>” means the date after Acceleration of the Liabilities on
\nwhich any of the following events first occur:<\/p>\n

(a) Substantial completion by the Agent of the Agent’s disposition of the
\nCollateral or substantial completion of the exercise by the Agent of the Agent’s
\nrights and remedies as a secured creditor of the Borrowers, following the
\noccurrence of an Event of Default under the Loan Agreement or other Loan
\nDocument, in respect of the Collateral;<\/p>\n

(b) Substantial completion of store closing or going-out-of business sales in
\nrespect to substantially all of the Borrowers’ Inventory Collateral;<\/p>\n

(c) Consummation of a sale of substantially all of the assets of the
\nBorrowers or confirmation of reorganization plan in a bankruptcy proceeding or
\nother Insolvency Proceeding involving the Borrowers as debtors; or<\/p>\n

(d) The ninety-first (91st) day after Agent or Lenders have accelerated the
\nObligations on account of the occurrence of an Event of Default under the Loan
\nAgreement and has commenced to Liquidate the Collateral provided that such
\nAcceleration has not been rescinded in writing by the Agent.<\/p>\n

“Liabilities<\/u>” means all Obligations, whether now existing or hereafter
\narising, of the Borrowers to the Agent and Lenders under the Loan Agreement and
\nother Loan Documents including, but not limited to, any interest arising after
\nthe commencement of any case with respect to any of the Borrowers under the
\nBankruptcy Code or other Insolvency Proceeding against any of the Borrowers as
\ndebtors (including the payment of interest and other amounts, which would accrue
\nand become due but for the commencement of such case, whether or not such
\namounts are allowed or allowable in whole or in part in any such case and
\nincluding loans, interest, fees, charges and expenses related thereto and all
\nother Liabilities of any Borrower to Agent or Lenders under the Loan Agreement
\nor other Loan Documents) due in connection with the Loan Agreement and the Loan
\nDocuments.<\/p>\n

“Loan Agreement<\/u>” means that certain First Amended and Restated Loan
\nand Security Agreement dated as of even date herewith by and between Schurman
\nFine Papers, d\/b\/a Papyrus, a California corporation, Papyrus Franchise
\nCorporation, a Delaware corporation, both with its principal executive offices
\nat 500 Chadbourne Road, Caller Box 6030, Fairfield, CA 94533, and 644064 N.B.
\nInc., a New Brunswick corporation with its principal executive offices at 44
\nChipman Hill, Postoffice Box 7289, Stn: A, Suite 1000, Saint John, NB E2L4S6,
\nCanada, and each of their respective Subsidiaries which are Borrowers under the
\nLoan Agreement, from time to time, (collectively, the “Borrowers”), and Wells
\nFargo Retail Finance, LLC, and its respective successors-in-interest, as the
\nAgent (the “Agent”), with an address at One Boston Place, 18th Floor, Boston,
\nMassachusetts 02108, and each of the Lenders under the Loan Agreement, as it may
\nbe amended, modified, supplemented extended, renewed or replaced in accordance
\nwith the terms thereof (provided that definitions from the Loan Agreement of
\n“Accelerate” and<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Liquidate” as used in the definition of “Key Date” herein shall be such
\ndefinitions as defined in the Loan Agreement on the date hereof).<\/p>\n

“Maximum Guaranty Amount<\/u>” means $12,000,000.<\/p>\n

“Subordinated Loan Documents<\/u>” means the “Loan Documents” as defined in
\nthe Loan Agreement, dated as of the date hereof, by and between Schurman Fine
\nPapers, d\/b\/a Papyrus and Guarantor, as it may be amended, modified,
\nsupplemented extended, renewed or replaced.<\/p>\n

“Transaction Documents<\/u>” means the Purchase & Sale Documents.<\/p>\n

2. GUARANTEE<\/u>.<\/p>\n

(a) The undersigned Guarantor absolutely and unconditionally guarantees and
\nagrees to be liable for the full and indefeasible payment in cash of the
\nGuaranteed Amount as in effect on the date when demand for payment is made
\nhereunder on or after the occurrence of the Key Date plus all reasonable and
\ndocumented Costs of Collection incurred by Agent in connection with this
\nGuaranty.<\/p>\n

(b) In order to secure the undersigned’s obligations hereunder with respect
\nto the Guaranteed Amount, the undersigned has arranged for the issuance of one
\nor more Guarantor L\/Cs in an aggregate amount at least equal to the Maximum
\nGuaranty Amount to the Agent as beneficiary. Guarantor agrees that, except as
\nexpressly permitted under Section 2(c) hereof, it shall at all times until the
\nGuarantor L\/C End Date has occurred, maintain Guarantor L\/Cs in an amount at
\nleast equal to the Maximum Guaranty Amount. Notwithstanding anything to the
\ncontrary contained in this Guaranty, Agent agrees that (i) so long as Guarantor
\nmaintains a Guarantor L\/C in full force and effect in an aggregate undrawn
\namount at least equal to the Maximum Guaranty Amount, Agent’s sole recourse
\nagainst Guarantor pursuant to this Guaranty shall be to draw upon the Guarantor
\nL\/C for the Guaranteed Amount plus any Costs of Collection (or to apply cash
\nproceeds from a draw on the Guarantor L\/C pursuant to Section 2(c) hereof) and
\nto recover any other Costs of Collection due hereunder from Guarantor and (ii)
\nexcept as provided in subparagraph 2(c) hereof, it shall not draw upon the
\nGuarantor L\/C or exercise any other right or remedy available to it against the
\nGuarantor until the Key Date has occurred. Guarantor acknowledges that if, for
\nany reason whatsoever, Agent has not received payment in full of the Liabilities
\nby the Key Date (regardless of whether Agent has been able to complete the
\nliquidation of the Collateral by such date), the Agent may, at any time after
\nthe second business day following the Key Date, draw upon the Guarantor L\/C
\n(without the requirement of further notice of the Guarantor or exhaustion or
\ncompletion of any other rights and remedies) in an amount equal to the
\nGuaranteed Amount due as of the date of such draw, plus Costs of Collection then
\ndue under subparagraph 2(a) hereof. The Guarantor acknowledges that the Agents’
\nand Lenders’ efforts to liquidate the Collateral or pursue other rights and
\nremedies may become subject to a stay, injunction or restraining order issued by
\na court in an Insolvency Proceeding or another court, which order prohibits or
\ndelays the Agent and Lenders from pursuing liquidation or sale of the Collateral
\nor other rights and remedies and further acknowledges and agrees that the<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

dates set forth in the definition of “Key Date” (or its right to draw on the
\nGuarantor L\/Cs on or after the occurrence of the Key Date) shall not be deemed
\nto have been extended by virtue of such stay, injunction or restraining order.
\nIf Agent determines that it has received indefeasible payment in full in cash of
\nall of the Liabilities at any time during or after the occurrence of the Key
\nDate without having to draw upon the Guarantor L\/C or that Agent only needs to
\ndraw upon a portion of the Guarantor L\/C in order for Guarantor’s obligations
\nthen due and payable hereunder to be paid in cash and satisfied in full,
\npromptly following such determination, after having drawn any amount necessary
\nfor it to receive payment of all obligations due hereunder, Agent shall return
\nthe Guarantor L\/C to Guarantor and Guarantor shall be permitted to terminate it
\nor permit it to expire.<\/p>\n

(c) Notwithstanding anything contained herein to the contrary, the Agent
\nshall also be permitted to draw upon the Guarantor L\/C at any time prior to the
\noccurrence of the Guarantor L\/C End Date if either or both of the following
\nevents described in the following clauses “i” or “ii” occur:<\/p>\n

(i) Prior to the date that is at least thirty (30) days before the expiry
\ndate of the Guarantor L\/C (if such expiry date is before January 1, 2014), the
\nexpiry date of the Guarantor L\/C has not been extended or a replacement
\nGuarantor L\/C has not been provided to Agent with a later expiry date and the
\nKey Date has not previously occurred. The Agent must provide notice of its
\nfailure to receive a notice of renewal of the Guarantor L\/C at least fifteen
\n(15) days prior to the Agent’s drawing on the Guarantor L\/C (the Agent may send
\nsuch a notice either before, on, or after the sixtieth (60th) day prior to the
\ndate of the expiration of the term (or renewal term) of any Guarantor L\/C,
\nprovided that the Agent may make a drawing premised on the failure to renew a
\nGuarantor L\/C (as opposed to the occurrence of the Key Date) only on or after
\nthe thirtieth (30th) day prior to the date of the expiration of the term (or
\nrenewal term) of a Guarantor L\/C.<\/p>\n

(ii) At any time after the date hereof, the issuer of any Guarantor L\/C
\nceases to comply with the definition of “Acceptable Financial Institution” set
\nforth in the Loan Agreement as determined by Agent in its Permitted Discretion.\n<\/p>\n

If, on or prior to the fifteenth (15th) day after the Agent receives the
\nproceeds of a drawing on the Guarantor L\/C made after the occurrence of one of
\nthe events described in the immediately preceding clauses “i” and “ii”, the
\nundersigned delivers a replacement Guarantor L\/C to the Agent that is identical
\nto the initial Guarantor L\/C from an Acceptable Financial Institution, or that
\ncontains modifications acceptable to the Agent in the Agent’s good faith
\ndiscretion, and is in an amount at least equal to the Maximum Guaranty Amount,
\nthen the Agent shall return the cash amount so drawn to the undersigned or as
\nthe undersigned may otherwise direct; provided that, if no such replacement
\nGuarantor L\/C is delivered prior to the expiration of such fifteen (15) day
\nperiod, the Agent shall retain all cash proceeds realized from the draw on the
\nGuarantor L\/C on deposit in a separate depositary account at Wells Fargo (such
\naccount, the “Guarantor Collateral Account<\/u>“) in respect to which Agent
\nshall have a duly perfected first lien security interest as security for
\nGuarantor’s obligations hereunder. Following the occurrence of the Key Date,
\nAgent<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

shall apply the funds in the Guarantor Collateral Account to reduce the
\nLiabilities in an amount not in excess of the Guaranteed Amount then due
\nhereunder (plus any Costs of Collection incurred by Agent or Lender) at any time
\nthat it would be entitled to draw on the Guarantor L\/C pursuant to Section 2(b)
\nhereof. Any funds remaining in the Guarantor Collateral Account following the
\nindefeasible payment in full in cash of all obligations of the Guarantor to the
\nAgent and Lenders hereunder shall be released to the undersigned or as the
\nundersigned otherwise directs.<\/p>\n

(d) Any amounts paid by the Guarantor pursuant to this Guarantee on account
\nof the Guaranty Amount (including by virtue of draws on the Guarantor L\/C) shall
\nreduce the Maximum Guaranty Amount and once so reduced, the Maximum Guaranty
\nAmount may not be increased above such decreased amount, except with the
\nGuarantor’s prior written consent.<\/p>\n

(e) Agent agrees that in the event that Agent seeks to replace any original
\nGuarantor L\/C provided by Guarantor which has been lost stolen or destroyed,
\nAgent will deliver to Guarantor a Lost Letter of Credit Indemnity Agreement in
\nthe form attached hereto as Exhibit A<\/u>.<\/p>\n

(f) Agent shall use commercially reasonable efforts to give notice to the
\nGuarantor pursuant to Section 11 hereof of the occurrence of any Key Date with
\nthe understanding that, in the event AG is party to any Insolvency Proceeding,
\nthe parties agree that Agent shall have no obligation under this Guaranty to
\nsend any such notice to AG or any other Person. Agent’s failure to notify
\nGuarantor (or of Guarantor to receive such notice) of the occurrence of the Key
\nDate shall not waive, diminish, restrict, stay, interfere with, impair, or
\notherwise negatively impact the Agent’s rights and remedies hereunder (including
\nAgent’s right to request and receive a drawing on the Guarantor L\/C) or under
\nany other Loan Document or at law or equity. Guarantor agrees that Agent is
\nunder no obligation to provide any notice to Guarantor of Agent’s intention to
\ndraw on a Guarantor L\/C or of any actual drawings on the Guarantor L\/C.<\/p>\n

3. OBLIGATIONS NOT AFFECTED<\/u>. The obligations of the undersigned
\nhereunder shall not be affected by: any fraudulent, illegal, or improper act by
\nthe Borrowers, the undersigned or any person liable or obligated to the Agent or
\nany Lender for or on the Liabilities; any release, discharge, or invalidation,
\nby operation of law or otherwise, of the Liabilities; or the legal incapacity of
\nthe Borrowers, the undersigned, or any other person liable or obligated to the
\nAgent or any Lender for or on the Liabilities. Interest and Agent’s and Lenders’
\nExpenses included in the Liabilities shall continue to accrue and shall continue
\nto be deemed Liabilities guarantied hereby notwithstanding any stay to the
\nenforcement thereof against the Borrowers or the disallowance of any claim
\ntherefor against the Borrowers.<\/p>\n

4. INCORPORATION OF ALL DISCUSSIONS<\/u>. This Guarantee and the Loan
\nAgreement incorporate all discussions and negotiations between the undersigned
\nand the Agent, for the benefit of the Lenders, concerning the guaranty provided
\nby the undersigned hereby. No such discussions or negotiations shall limit,
\nmodify, or otherwise affect the provisions hereof. No provision hereof may be
\naltered, amended, waived cancelled or modified, except by a written<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

instrument executed, sealed, and acknowledged by a duly authorized officer of
\nthe Agent and the undersigned.<\/p>\n

5. GENERAL WAIVERS<\/u>. The undersigned waives: presentment, demand,
\nnotice, and protest with respect to the Liabilities and this Guaranty (except as
\nprovided herein); any delay on the part of the Agent; any claim which the
\nundersigned may have or to which the undersigned may become entitled to the
\nextent that such claim might otherwise cause any transfer to the Agent by or on
\nbehalf of the Borrowers to be avoided as having been, or in the nature of, a
\npreference; and notice of acceptance of this Guaranty.<\/p>\n

6. WAIVER OF SURETYSHIP<\/u>. The undersigned hereby expressly waives all
\nsuretyship defenses, including, without limitation: (i) surrender, release,
\nexchange, substitution, dealing with or taking any additional collateral, and
\n(ii) any impairment of Collateral, including but not limited to failure to
\nperfect a security interest in the Collateral.<\/p>\n

7. WAIVER OF SUBROGATION<\/u>. The undersigned shall not exercise any right
\nagainst the Borrowers, by way of subrogation, set-off, reimbursement, indemnity,
\ncontribution, or the like with respect to any amounts paid or deemed paid from a
\ndraw under the Guarantor L\/C in respect of the guaranteed obligations unless and
\nuntil the Guarantor L\/C End Date (defined for purposes of this Section 7 without
\nregard to clause “B” of the definition of such term contained herein) has
\noccurred; provided, however, that nothing contained herein shall restrict the
\nability of the Guarantor to exercise any rights or remedies available to it
\nunder any other agreement with any Borrower or affiliate, including, without
\nlimitation, under any Transaction Document or Subordinated Loan Document.<\/p>\n

8. SUBORDINATION<\/u>. The payment of any amounts due with respect to any
\nindebtedness of the Borrowers now or hereafter owed to the undersigned arising
\nin any way from the exercise of the Agent’s rights and remedies under this
\nGuaranty is hereby subordinated to the prior payment in full of the Liabilities.
\nAny amounts which are collected, enforced and received by the undersigned in
\nviolation of this Section 8 shall be held by the undersigned as trustee for the
\nAgent and shall be paid over to the Agent on account of the Liabilities without
\naffecting in any manner the liability of the undersigned under this Guaranty.\n<\/p>\n

9. AGENT’S BOOKS AND RECORDS<\/u>. The books and records of the Agent
\nshowing the account between the Agent and the Borrowers shall be admissible in
\nany action or proceeding and constitute prima facie evidence and proof of the
\nitems contained therein.<\/p>\n

10. CHANGES IN LIABILITIES<\/u>. Subject to the terms of the Loan
\nAgreement, the undersigned assents to any indulgence or waiver which the Agent
\nmight grant or give the Borrowers and\/or any other person liable or obligated to
\nthe Agent or Lenders for or on the Liabilities. The undersigned authorizes the
\nAgent and Lenders to alter, amend, cancel, waive, or modify any term or
\ncondition of the Liabilities and of the obligations of any other person liable
\nor obligated to the Agent or any Lender for or on the Liabilities, without
\nnotice to, or consent from, the undersigned. No compromise, settlement, or
\nrelease by the Agent of the Liabilities or of the<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

obligations of any such other person (whether or not jointly liable with the
\nundersigned) and no release of any collateral securing the Liabilities or
\nsecuring the obligations of any such other person shall affect the obligations
\nof the undersigned hereunder provided that such compromise, settlement or
\nrelease is in accordance with the provisions of the Loan Agreement. No action by
\nthe Agent which has been assented to herein shall affect the obligations of the
\nundersigned to the Agent or the Lenders hereunder.<\/p>\n

11. NOTICES.<\/u> Unless otherwise provided in this Guaranty, all notices
\nhereunder shall be in writing and shall be personally delivered or sent by
\nregistered or certified mail (postage prepaid, return receipt requested),
\novernight courier, by one party to the other party hereunder at the address set
\nforth below:<\/p>\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n

To Agent:<\/p>\n<\/td>\n

\n<\/td>\n\n

Wells Fargo Retail Finance, LLC
\nOne Boston Place, 18th Floor
\nBoston, MA 02108
\nAttn: Joseph Burt
\nFax No. (617) 523-4032<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

With copies to:<\/p>\n<\/td>\n

\n<\/td>\n\n

Brown Rudnick LLP
\nOne Financial Center
\nBoston, MA 02111
\nAttn: Steven Levine, Esquire
\nFax No. (617) 856-8201<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

To Guarantor:<\/p>\n<\/td>\n

\n<\/td>\n\n

American Greetings Corporation
\nOne American Road
\nCleveland, OH 44144
\nAttn: Catherine M. Kilbane, SVP<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

With copies to:<\/p>\n<\/td>\n

\n<\/td>\n\n

Jones Day
\nOne American Road
\n901 Lakeside Avenue
\nCleveland, OH 44114
\nAttn: Rachel L. Rawson
\nFax: (216) 579-0212<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All notices or demands sent in accordance with this Section 11<\/u>, other
\nthan notices by Agent in connection with enforcement of any of its rights or
\nremedies hereunder, shall be deemed received on the earlier of the date of
\nactual receipt or 3 Business Days after the deposit thereof in the mail.
\nGuarantor acknowledges and agrees that notices sent by the Agent in connection
\nwith the exercise of its rights and remedies hereunder shall be deemed sent when
\ndeposited in the mail or personally delivered, or, where permitted by law,
\ntransmitted by telefacsimile or any other method set forth above.<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

12. COSTS OF ENFORCEMENT<\/u>. The undersigned will pay on demand, without
\nlimitation, all reasonable and documented Costs of Collection that have not been
\nreimbursed with the proceeds of a draw on the Guarantor L\/C.<\/p>\n

13. BINDING EFFECT<\/u>. This instrument shall inure to the benefit of the
\nAgent, its successors and assigns; shall be binding upon the successors and
\nassigns of the undersigned; and shall apply to all Liabilities of the Borrowers
\nand any successor to the Borrowers, including any successor by operation of law.\n<\/p>\n

14. AGENT’S RIGHTS AND REMEDIES<\/u>. The rights, powers, privileges, and
\ndiscretions of the Agent hereunder (herein, the “Agent’s Rights and
\nRemedies<\/u>“) shall be cumulative and not exclusive of any rights or remedies
\nwhich it would otherwise have. No delay or omission by the Agent in exercising
\nor enforcing any of the Agent’s Rights and Remedies shall operate as, or
\nconstitute a waiver thereof. No waiver by the Agent of any of the Agent’s Rights
\nand Remedies or of any default or remedies under any other agreement with the
\nundersigned, or of any default under any agreement with the Borrowers, or any
\nother person liable or obligated for or on the Liabilities, shall operate as a
\nwaiver of any other of the Agent’s Rights and Remedies or of any default or
\nremedy hereunder or thereunder. No exercise of any of the Agent’s Rights and
\nRemedies and no other agreement or transaction of whatever nature entered into
\nbetween the Agent the undersigned, and the Borrowers; and\/or any such other
\nperson at any time shall preclude any other exercise of the Agent’s Rights and
\nRemedies, but without prejudice to the definition of Key Date. No waiver by the
\nAgent of any of the Agent’s Rights and Remedies on any one occasion shall be
\ndeemed a waiver on any subsequent occasion, nor shall it be deemed a continuing
\nwaiver. All of the Agent’s Rights and Remedies, and all of the Agent’s rights,
\nremedies, powers, privileges, and discretions under any other agreement or
\ntransaction with the undersigned, the Borrowers, or any such other person, shall
\nbe cumulative and not alternative or exclusive, and may be exercised by the
\nAgent at such time or times and in such order of preference as the Agent in its
\nsole discretion may determine.<\/p>\n

15. COPIES AND FACSIMILES<\/u>. This instrument and all documents which
\nhave been or may be hereinafter furnished by the undersigned to the Agent may be
\nreproduced by the Agent by any photographic, microfilm, xerographic, digital
\nimaging, or other process. Any such reproduction shall be admissible in evidence
\nas the original itself in any judicial or administrative proceeding (whether or
\nnot the original is in existence and whether or not such reproduction was made
\nin the regular course of business). Any facsimile which bears proof of
\ntransmission shall be binding on the party which or on whose behalf such
\ntransmission was initiated and likewise so admissible in evidence as if the
\noriginal of such facsimile had been delivered to the party which or on whose
\nbehalf such transmission was received.<\/p>\n

16. CHOICE OF LAWS<\/u>. This instrument shall be governed, construed, and
\ninterpreted in accordance with the laws of the State of New York.<\/p>\n

17. CONSENT TO JURISDICTION<\/u>.<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(a) The undersigned agrees that any legal action, proceeding, case, or
\ncontroversy brought against or by the undersigned with respect to this Guaranty,
\nmay be brought in the United States District Court of the Southern District of
\nNew York (or any appellate court thereof). By execution and delivery of this
\nGuaranty, the undersigned accepts, submits, and consents generally and
\nunconditionally, to the jurisdiction of the aforesaid courts.<\/p>\n

(b) The undersigned WAIVES<\/u> personal service of any and all process and
\nirrevocably consents to the service of process out of any of the aforementioned
\ncourts in any such action or proceeding by the mailing of copies thereof by
\ncertified mail, postage prepaid, to the undersigned at the address listed
\nunderneath its signature or such other address of the undersigned of which the
\nAgent then has been provided with written notice by Guarantor, such service to
\nbecome effective five (5) business days after such mailing.<\/p>\n

(c) The undersigned WAIVES<\/u>, at the option of Agent, any objection
\nbased on forum non conveniens<\/u> and any objection to venue of any action or
\nproceeding instituted hereunder in the aforementioned courts.<\/p>\n

(d) Nothing herein shall affect the right of the Guarantor or Agent to bring
\nlegal actions or proceedings in any other competent jurisdiction.<\/p>\n

18. BROAD SCOPE OF GUARANTY<\/u>. Subject to the limitations set forth
\nherein in Section 2 of this Guaranty and elsewhere herein, it is the intention
\nof the undersigned that the provisions of the within Guaranty be liberally
\nconstrued to the end that the Agent, for the benefit of the Lenders, may be put
\nin as good a position as if the Borrowers had promptly, punctually, and
\nfaithfully performed all Liabilities and that the undersigned had promptly,
\npunctually, and faithfully performed hereunder.<\/p>\n

19. SEVERABILITY<\/u>. Any determination that any provision herein is
\ninvalid, illegal, or unenforceable in any respect in any instance shall not
\naffect the validity, legality, or enforceability of such provision in any other
\ninstance and shall not affect the validity, legality, or enforceability of any
\nother provision contained herein.<\/p>\n

20. RIGHT OF SET-OFF<\/u>. Any and all deposits or other sums at any time
\ncredited by or due to the undersigned from the Agent or any Lender or from any
\nparticipant with any Lender in the Liabilities (a “Participant”) and any cash,
\nsecurities, instruments or other property of the undersigned in the possession
\nof the Agent, any Lender or any Participant, whether for safekeeping or
\notherwise (regardless of the reason the Agent, any Lender or any Participant had
\nreceived the same) may be applied or set off against the obligations of the
\nundersigned to the Agent hereunder.<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

21. TERMINATION<\/u>. The obligations of the undersigned hereunder shall
\nremain in full force and effect as to all Liabilities, without regard to any
\nreduction of the Liabilities (other than on account of payments made pursuant to
\nthe within Guaranty and as provided in Section 2 hereof) until the Guarantor L\/C
\nEnd Date. This Guaranty shall continue to be effective or, if previously
\nterminated, shall be automatically reinstated, without any further action, if at
\nany time payment made or value received with respect to a Liability is rescinded
\nor must otherwise be returned by the Agent or any Lender upon the insolvency,
\nbankruptcy or reorganization of the undersigned, or otherwise, all as though
\nsuch payment had not been made or value received. THE UNDERSIGNED GUARANTOR
\nACKNOWLEDGES THAT ITS TERMINATION OF THIS GUARANTY OR FAILURE TO MAINTAIN A
\nGUARANTOR L\/C AS REQUIRED HEREUNDER FROM AN ACCEPTABLE FINANCIAL INSTITUTION
\nWITHOUT AGENT’S PRIOR WRITTEN CONSENT SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER
\nTHE LOAN AGREEMENT.<\/p>\n

22. MISCELLANEOUS<\/u>. The undersigned represents and warrants that, prior
\nto the execution of this Guaranty, the undersigned carefully read and reviewed
\nall of the provisions of this Guaranty and was afforded an opportunity to
\nconsult with counsel independently selected by the undersigned. The undersigned
\nfurther represents and warrants that the undersigned has freely and willingly
\nexecuted this Guaranty with full appreciation of the legal effect of this
\nGuaranty. The undersigned recognizes that the titles to the paragraphs of the
\nwithin Guaranty are for ease of reference; are not part of this Guaranty; and do
\nnot alter or affect substantive provisions hereof.<\/p>\n

23. WAIVER OF JURY TRIAL<\/u>. The undersigned makes the following waiver
\nknowingly, voluntarily, and intentionally, and understands that the Agent, in
\nthe establishment and maintenance of the Agent relationship with the Borrowers
\nand the undersigned, is relying thereon. THE UNDERSIGNED HEREBY IRREVOCABLY
\nWAIVES<\/u> ANY PRESENT OR FUTURE RIGHT OF THE UNDERSIGNED, THE BORROWERS OR
\nANY ENDORSER OR ANY OTHER GUARANTOR OF THE BORROWERS, OR ANY OTHER SIMILAR
\nPERSON, TO A TRIAL BY JURY OF ANY CASE OR CONTROVERSY IN WHICH THE AGENT IS OR
\nBECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE
\nAGENT OR IN WHICH THE AGENT IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
\nCONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF THIS GUARANTY OR THE LOAN
\nDOCUMENTS.<\/p>\n

24. AUTHORIZATION<\/u>. Guarantor is a corporation duly organized and in
\ngood standing under the laws of the State of Ohio. The execution, delivery and
\nperformance of this Guaranty is within the corporate powers of Guarantor, has
\nbeen duly authorized and is not in contravention of (i) law or (ii) the terms of
\nthe organizational documentation of Guarantor, or (iii) any indenture, agreement
\nor undertaking to which Guarantor is a party or by which Guarantor or its
\nproperty are bound. This Guaranty constitutes the legal, valid and binding
\nobligation of Guarantor enforceable in accordance with its terms, except as may
\nbe limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
\nrelating to or limiting creditors’ rights generally or by equitable principles
\nrelating to enforceability. Guarantor is a holder of the<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Borrowers’ Common Stock and in its capacity as such, will derive material
\nfinancial benefit from the extensions of credit to the Borrowers to be made
\nunder the Loan Agreement.<\/p>\n

25. AMENDMENTS TO LOAN DOCUMENTS<\/u>. Notwithstanding any other provision
\nof this Guaranty, Agent and Lenders shall not, without Guarantor’s prior written
\nconsent: (i) increase the aggregate amount of Guarantor L\/C required to be
\nprovided by the Guarantor above the Maximum Guaranty Amount, (ii) amend or
\notherwise modify Section 6.21 of the Loan Agreement, or (iii) extend the
\nRevolving Credit Maturity Date beyond June 30, 2013 if a condition of such
\nextension requires that the Guarantor L\/C must be maintained beyond January 1,
\n2014.<\/p>\n

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]<\/p>\n

Liquidity Guarantee<\/em><\/p>\n

11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

It is intended that this Guaranty take effect as a sealed instrument this
\n12<\/u> day of April, 2009.<\/p>\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

AMERICAN GREETINGS CORPORATION<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Catherine M. Kilbane<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Catherine M. Kilbane<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

SVP<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Liquidity Guarantee<\/em><\/p>\n

1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

EXHIBIT A<\/strong><\/p>\n

LOST LETTER OF CREDIT
\nINDEMNITY AGREEMENT<\/p>\n

This Agreement is made between [____________________] (the “Bank<\/u>“) and
\n[______________________________] (the “Guarantor<\/u>“) with respect to that
\ncertain Irrevocable Standby Letter of Credit No. [______ ](the “L\/C<\/u>“)
\nissued by [_______________________] (the “Issuer<\/u>“) to Bank as beneficiary
\non behalf of Guarantor as applicant.<\/p>\n

WHEREAS<\/p>\n

1 The L\/C requires that Issuer, promptly, upon Bank’s demand, issue a
\ncertified true copy of the L\/C to replace the original L\/C in the event that the
\noriginal L\/C is lost, stolen or destroyed (a “Lost L\/C<\/u>“), and Bank has
\nrequested the issuance of such a certified true copy (a “Replacement
\nL\/C<\/u>“).<\/p>\n

2. In connection with the issuance of the replacement L\/C Bank may be
\nrequired to issue to Issuer an Indemnity Agreement in the form exhibited to the
\nL\/C (an “Issuer Indemnity<\/u>“).<\/p>\n

3. The Bank has additionally agreed to enter into this agreement in favor of
\nthe Guarantor.<\/p>\n

BANK HEREBY AGREES,<\/p>\n

1. To indemnify and hold harmless each of the Guarantor, its members, its
\naffiliates and the respective successors and assigns of the foregoing from and
\nagainst any and all liability, loss, damage and expense (including reasonable
\nattorneys’ fees) (collectively “Losses<\/u>“) arising from or on account of
\nany Lost L\/C, including on account of the presentment for payment of any Lost
\nL\/C.<\/p>\n

2. Notwithstanding anything to the contrary herein, the Bank not be liable to
\nGuarantor pursuant to Section 1 to the extent that the Bank has indemnified for
\nsuch Losses by payment to Issuer pursuant to the Issuer Indemnity.<\/p>\n

3. This Agreement shall be governed by and construed in accordance with the
\nlaws of the State of California. EACH OF THE PARTIES HERETO HEREBY WAIVE THEIR
\nRESPECTIVE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR
\nPURSUANT TO THIS INDEMNITY AGREEMENT.<\/p>\n

1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

4. This Agreement may only be amended by a written instrument signed by all
\nof the parties hereto.<\/p>\n

IN WITNESS WHEREOF, this Agreement has been duly executed as an instrument
\nunder seal this _____ day of ___________, 20_.<\/p>\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By__________________________________
\nName:
\nTitle:<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By __________________________________
\nName:
\nTitle:<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Liquidity Guarantee<\/em><\/p>\n

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