Credit, Security, Guaranty and Pledge Agreement

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Exhibit 10.25

INTRODUCTORY STATEMENT

        WHEREAS, the Lenders have made available to the Borrower a credit facility pursuant to the terms of the Credit Agreement;

        WHEREAS, the Borrower has requested that the Maturity Date of the Credit Agreement be extended from May 31, 2009 to March 31, 2010;

        WHEREAS, the Borrower and each of the Lenders have agreed that the interest rate margins and unused commitment fees under the Credit Agreement be increased, and that certain other modifications be made to the Credit Agreement as more fully set forth in this Amendment;

        WHEREAS, the Administrative Agent and each of the Lenders have agreed that the Hallmark L/C shall be replaced with the Hallmark Cards Facility Guarantee; and

        WHEREAS, the Administrative Agent and each of the Lenders have agreed to make certain modifications to the Credit Agreement in order to accommodate the items described in the preceding recitals.

        NOW THEREFORE, the parties hereto hereby agree as follows:

        Section 1.     Defined Terms.     Capitalized terms used herein and not otherwise defined herein shall have the meaning given them in the Credit Agreement.

        Section 2.     Amendments to Credit Agreement     Upon the Amendment Effective Date (as defined below):

        (A)  Article 1 of the Credit Agreement is hereby amended by:

        (1)   deleting the definitions of "Alternate Base Rate", "Applicable Margin", "Commitment Termination Date", "LIBO Rate" and "Maturity Date" appearing therein and inserting in lieu thereof the following replacement definitions:

" Alternate Base Rate " shall mean for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect for such day plus ¹ / 2 of 1% and (c) the LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. For purposes hereof, " Prime Rate " shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in

effect at its principal office in New York City. " Federal Funds Effective Rate " shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the one-month LIBO Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate, the one-month LIBO Rate or the Federal Funds Effective Rate, respectively.

" Applicable Margin " shall mean (i) in the case of Alternative Base Rate Loans, 1.25% per annum and (ii) in the case of Eurodollar Loans, 2.25% per annum.

" Commitment Termination Date " shall mean the earlier to occur of (i) March 30, 2010 and (ii) such earlier date on which the Total Commitment shall terminate in accordance with Section 2.8(a) or Article 7 hereof.

" LIBO Rate " shall mean, with respect to the Interest Period for a Eurodollar Loan (or, as applicable, for purposes of determining the Alternate Base Rate with respect to any Alternate Base Rate Loan), an interest rate per annum equal to the quotient (rounded upwards, if necessary to the next ¹ / 100 of 1%) of (A) (i) the rate appearing on the Reuters BBA LIBOR Rates Page 3750 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period or (ii) if the rate described in clause (A)(i) is not available on any relevant date of determination, the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, divided by (B) one minus the applicable statutory reserve requirements of the Agent, expressed as a decimal (including without duplication or limitation, basic, supplemental, marginal and emergency reserves), from time to time in effect under Regulation D or similar regulations of the Board of Governors of the Federal Reserve System. It is agreed that for purposes of this definition, Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D.

" Maturity Date " shall mean March 31, 2010.

        (B)  Article 1 of the Credit Agreement is hereby further amended by inserting the following definitions in appropriate alphabetical order:

" Amendment No. 15 " shall mean that certain Amendment No. 15 dated as of March 2, 2009 to this Credit Agreement.

" Hallmark Cards Facility Guarantee " shall mean a guarantee agreement substantially in the form of Exhibit S hereto, as the same may be amended, supplemented, extended or replaced from time to time, which shall provide for a guarantee by Hallmark Cards in favor of the Agent (on behalf of itself, the Issuing Bank and the Lenders) of any and all Obligations from time to time outstanding hereunder.

        (C)  Section 2.7 of the Credit Agreement is hereby amended by deleting the words "(the " Commitment Fees ") of 0.15% per annum," appearing therein and inserting in lieu thereof the words "(the " Commitment Fees ") of 0.375% per annum,".

        (D)  Section 3.17 of the Credit Agreement is hereby amended by deleting the words "Schedule 3.17 is a true and complete listing as of the Amendment No. 12 Effective Date" appearing therein and inserting in lieu thereof the words " Schedule 3.17 is a true and complete listing as of the effectiveness of Amendment No. 15".

        (E)  Section 5.1(c) of the Credit Agreement is hereby amended by deleting the words "Sections 6.10, 6.15, 6.23 and 6.24 hereof" appearing in clause (ii) thereof and inserting in lieu thereof the words "Sections 6.5(iv)(a) and 6.15 hereof".

        (F)  Section 6.5 of the Credit Agreement is hereby amended by deleting clause (iv) appearing therein and inserting in lieu thereof the following replacement clause (iv):

"(iv) payments to Hallmark, Hallmark Cards or an Affiliate (a) in payment with respect to a valid outstanding obligation (but not any principal payment with respect to any Indebtedness, including any Indebtedness which is subject to the terms of the Hallmark Cards Subordination and Sup