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Exhibit
10(x)
THIRD AMENDMENT TO AMENDED
AND RESTATED
RECEIVABLES PURCHASE
AGREEMENT
THIS THIRD
AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
(this “ Amendment ”) dated as of March 28,
2008 is entered into among AGC FUNDING CORPORATION (the “
Seller ”), AMERICAN GREETINGS CORPORATION (in its
individual capacity, “ 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 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 ”), MARKET STREET
FUNDING LLC (in its individual capacity, “ Market
Street ”), as a Conduit Purchaser and as a Related
Committed Purchaser, LIBERTY STREET FUNDING LLC (f/k/a Liberty
Street Funding Corp.), as a Conduit Purchaser and THE BANK OF NOVA
SCOTIA (“ BNS ”), as a Related Committed
Purchaser and as purchaser agent for itself and Liberty
Street.
RECITALS
1. The Seller, the
Servicer, the Administrator, PNC, Market Street, the LC Bank, LSFC
and BNS 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 ”);
2. The Seller
desires to reduce the Purchase Limit under the
Agreement;
3. Liberty Street
and BNS (collectively, the “ Exiting Parties ”)
desire to cease to be parties to the Agreement; and
4. 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) 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.
(b) 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.
(c) The
definition of “Purchase Limit” set forth in Exhibit
I to the Agreement is hereby amended by deleting the amount
“150,000,000” therein and substituting the amount
“$90,000,000” therefor.
3. Exiting
Parties . Each of the parties hereto acknowledges and
agrees that upon the effectiveness of this Amendment, Liberty
Street shall cease to be a Conduit Purchaser and BNS shall cease to
be a Related Committed Purchaser and Purchaser Agent for itself and
Liberty Street under the Agreement. Each of the Exiting Parties
shall have no further rights or obligations under the Agreement or
any other Transaction Documents (other than any rights or
obligations that specifically survive termination of the Agreement
or any other Transaction Document). Each of the parties hereto
further acknowledges and agrees that the termination of Liberty
Street as a Conduit Purchaser and the termination of BNS as a
Related Committed Purchaser and Purchaser Agent for itself and
Liberty Street under the Agreement as contemplated hereby shall not
constitute a Facility Termination Date with respect to the
Purchaser Group of which Market Street is a member.
4.
Representations and Warranties . Each of the Seller
and the Servicer hereby represents and warrants to each Purchaser
and the Administrator as follows:
(a)
Representations and Warranties . The representations and
warranties of such Person contained in Exhibit III of
the Agreement are true and correct in all material respects as of
the date hereof (except to the extent that such representations and
warranties relate expressly to an earlier date, and in which case
such representations and warranties shall be true and correct in
all material respects as of such earlier date).
(b)
Enforceability . The executi
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