Exhibit 4(v)
FIRST SUPPLEMENTAL
INDENTURE
SUPPLEMENTAL INDENTURE (this “
First Supplemental Indenture ”), dated as of
February 24, 2009, between American Greetings Corporation, an
Ohio corporation (the “ Issuer ”) and The Bank
of Nova Scotia Trust Company of New York, as trustee under the
Original Indenture referred to below (the “ Trustee
”).
W I T N E S
S E T H :
WHEREAS, the Issuer and the Trustee
entered into that certain Indenture, dated as of May 24, 2006
(the “ Original Indenture ”), providing for the
issuance by the Issuer of its 7 3/8% Senior Notes due 2016 (the
“ Notes ”);
WHEREAS, pursuant to
Section 8.01 of the Original Indenture, the Issuer and the
Trustee may enter into supplemental indentures to establish the
form or terms of a series of Additional Notes issued pursuant to
the Indenture;
WHEREAS, pursuant to
Section 2.02 of the Original Indenture, the aggregate
principal amount of the Notes may be increased by the issuing of
Additional Notes in an unlimited aggregate principal amount, so
long as permitted by the terms of the Original Indenture;
and
WHEREAS, the Issuer and the Trustee
have duly authorized the execution and delivery of this First
Supplemental Indenture to provide for the issuance of the
Additional Notes as set forth herein and have done all things
necessary to make this First Supplemental Indenture (together with
the Original Indenture, the “ Indenture ”) a
valid agreement of the parties hereto, in accordance with its
terms;
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Issuer and the Trustee
mutually covenant and agree for the equal and ratable benefit of
the Holders as follows:
1.
Definitions .
Capitalized terms used
herein without definition shall have the meanings assigned to them
in the Original Indenture or in the form of Note attached as
Exhibit A to the Original Indenture.
For all purposes of this
First Supplemental Indenture, except as otherwise herein expressly
provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and
(ii) the words “herein,” “hereof” and
“hereby” and other words of sim
