FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”) dated as of September 23, 2009 is entered into among AGC FUNDING CORPORATION (the “ Seller ”), AMERICAN GREETINGS CORPORATION, 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 ”) and MARKET STREET FUNDING LLC (in its individual capacity, “ Market Street ”), as a Conduit Purchaser and as a Related Committed Purchaser.

RECITALS

1. The Seller, the Servicer, the Administrator, PNC, Market Street and the LC Bank are parties to the Amended and Restated Receivables Purchase Agreement dated as of October 24, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”); and

2. The parties hereto desire to amend the Agreement as set forth herein.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms . Capitalized terms that are used herein without definition and that are defined in Exhibit I to the Agreement shall have the same meanings herein as therein defined.

2. Amendments to Agreement .

(a) Section 1.2 of the Agreement is hereby amended by inserting in the appropriate order the following new clause (h) :

(h) At any time and from time to time upon at least ten (10) Business Days written notice to the Administrator, the Seller may repurchase the Purchased Interest in any Triggered Receivables on the terms hereinafter set forth. Upon deposit to the applicable Lock-Box Account of an amount equal to the purchase price or other payment for such Triggered Receivables paid by the Credit Protection Provider pursuant to the applicable Credit Protection Agreement and satisfaction of the terms and conditions set forth herein, the Agent (on behalf of the Purchasers) shall be deemed to have reconveyed all of its right, title and interest in, to and under the Purchased Interest in such Triggered Receivables to the Seller without recourse, representation or warranty of any kind (except for a representation that the Purchased Interest in such Triggered Receivables assigned

is (or concurrently with receipt by the Administrator of evidence that such purchase price or other payment has been deposited to the applicable Lock-Box Account shall become) free of any Adverse Claim created by the Administrator for itself and on behalf of the Purchasers), and the security interest of the Administrator (for itself and on behalf of the Purchasers) in the affected Triggered Receivables and any Related Security, Collections and proceeds with respect thereto shall be automatically released, all without further action of the Administrator, the Purchasers or any other Person; provided , that the Administrator shall, if requested, execute and deliver, at the Seller’s expense, to the Seller such documents and instruments as are reasonably requested and authorize the filing of such UCC-3 termination or amendment statements as are appropriate to release its interest (for itself and on behalf of the Purchasers) in the affected Triggered Receivables and any Related Security, Collections and proceeds with respect thereto.

(b) Clause third of Section 1.4(d)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

third to each Purchaser Agent ratably according to the aggregate of the Investment of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Investment (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%) (determined as if such Collections had been applied to reduce the Aggregate Investment); it being understood that each Purchaser Agent shall distribute the amounts described in the second and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to Discount and Investment, respectively,

(c) Clause fourth of Section 1.4(d)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

fourth to the LC Collateral Account for the benefit of the LC Bank, until the amount of cash collateral held in such LC Collateral Account equals the aggregate outstanding amount of the LC Amount (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%) (determined as if such Collections had been applied to reduce the aggregate outstanding amount of the LC Amount),

(d) Clause (b)  of Section 1.12 of the Agreement is hereby amended and restated in its entirety as follows:

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date. Each

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Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank.

(e) Section 4.2 of the Agreement is hereby amended by inserting, in the appropriate order, the following new clause (d) :

(d) To effect the sale, assignment or other transfer of Triggered Receivables, Seller hereby grants to Servicer a power of attorney to execute in the name of Seller any writing or instrument in connection with any assignment of Triggered Receivables permitted herein to a Credit Protection Provider, including without limitation any sale, assignment or transfer agreements on behalf of Seller.

(f) The amount specified as the “Commitment” with respect to Market Street in its capacity as a Related Committed Purchaser and as set forth below its Purchaser Agent’s signature to the Agreement is hereby amended and restated in its entirety as set forth below its Purchaser Agent’s signature hereto.

(g) The amount specified as the “Commitment” for PNC Bank, National Association in its capacity as LC Bank and as set forth below its signature in such capacity to the Agreement is hereby amended and restated in its entirety as set forth below its signature in such capacity hereto.

(h) Exhibit I to the Agreement is hereby amended by inserting in the appropriate order the following new definitions:

“ Adjusted LC Amount ” means, at any time, the LC Amount less the amount of cash collateral held in the LC Collateral Account at such time.

“ Credit Protection Agreement ” means, with respect to an Obligor listed on Schedule IV hereto (as such Schedule IV may be updated from time to time in accordance with clause (o)  of Section 1 of Exhibit IV ), any trade put agreement, credit default swap, credit insurance arrangement or other arrangement entered into by an Originator and a third party credit protection provider (the “ Credit Protection Provider ”) pursuant to which (a) such Originator has obtained credit protection with respect to all or a portion of the Receivables of such Obligor and has assigned its rights with respect thereto to the Seller and (b) the terms thereof require the Receivables of such Obligor to be assigned to the applicable Credit Protection Provider against payment for such Receivables upon the occurrence of a credit event or other triggering event set forth therein, in each case in form and substance reasonably satisfactory to the Administrator.

“ Credit Protection Provider ” has the meaning set forth in the definition of “Credit Protection Agreement”.

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“ Excluded Obligor ” means any Obligor with respect to which any Receivable has become a Triggered Receivable.

“ Triggered Receivable ” means any Receivable that is subject to a Credit Protection Agreement approved in writing by the Administrator (which approval shall not be unreasonably withheld or delayed) and for which (a) a credit event or other triggering event (in each case, as defined therein) has occurred under the related Credit Protection Agreement and (b) the Servicer, on behalf of the Seller, has exercised its right to require the Credit Protection Provider to make payment against the assignment of such Receivable.

(i) The definition of “Concentration Percentage” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“ Concentration Percentage ” means, at any time, the percentages set forth below:

(j) The definition of “Dilution Reserve Percentage” set forth in Exhibit I to the Agreement is hereby amended by deleting the number “2.0” therein and substituting the number “2.25” therefor.

(k) Clause (a)  of the definition of “Eligible Receivables” set forth in Exhibit I to the Agreement is hereby amended by renumbering sub-clause (iii)  as “(iv)” and by inserting, immediately prior to the word “and” prior to the renumbered sub-clause (iv) , the following new sub-clause (iii) :

(iii) not an Excluded Obligor

(l) Clause (ii)  of the definition of “Excess Concentration” set forth in Exhibit I to the Agreement is hereby amended and rest