CSS Industries,
Inc.
CSS Management LLC
1845 Walnut Street, Suite 800
Philadelphia, PA 19103
Attention: Clifford E. Pietrafitta
Re: $10,000,000
Committed Line of Credit
We are pleased to inform you that PNC Bank,
National Association (the “Bank” ), has approved
your request for a committed line of credit to CSS Industries, Inc.
and CSS Management LLC (individually and collectively, the
“Borrower” ). All the details regarding your
line of credit are outlined in the following sections of this
letter.
1.
Facility and Use of Proceeds . This is a committed revolving
line of credit under which the Borrower may request and the Bank,
subject to the terms and conditions of this letter, will make
advances to the Borrower from time to time until the Expiration
Date, in an amount in the aggregate at any time outstanding not to
exceed $10,000,000 (the “Line of Credit” or the
“Loan” ). The “Expiration
Date” means the earlier of (a) September 29,
2008 (or such later date as may be designated by the Bank by
written notice to the Borrower) and (b) the date of the
termination of the revolving credit facility under the Senior Loan
Agreement (as hereinafter defined). Advances under the Line of
Credit will be used for working capital or other general business
purposes of the Borrower.
2.
Note . The obligation of the Borrower to repay advances
under the Line of Credit shall be evidenced by a committed line of
credit note (the “Note” ) in form and content
satisfactory to the Bank.
This letter (the “Letter
Agreement” ), the Note and the other agreements and
documents executed and/or delivered pursuant hereto, as each may be
amended, modified, extended or renewed from time to time, will
constitute the “Loan Documents.” Capitalized
terms not defined herein shall have the meaning ascribed to them in
the Loan Documents.
3.
Interest Rate . Interest on the unpaid balance of the Line
of Credit advances will be charged at the rates, and be payable on
the dates and times, set forth in the Note.
4.
Repayment . Subject to the terms and conditions of this
Letter Agreement, the Borrower may borrow, repay and reborrow under
the Line of Credit until the Expiration Date, on which date the
outstanding principal balance and any accrued but unpaid interest
shall be due and payable. Interest will be due and payable as set
forth in the Note, and will be computed on the basis of a year of
360 days and paid on the actual number of days that principal
is outstanding.
CSS Industries,
Inc.
CSS Management LLC
August 1, 2008
Page 2
5.
Security . The Borrower must cause to be executed and
delivered to the Bank in form and content satisfactory to the Bank
as security for the Loan a guaranty and suretyship agreement, under
which each of its respective subsidiaries which is a guarantor of
the Borrower’s obligations under the Senior Loan Agreement
(individually or collectively, the “Guarantor” )
will unconditionally jointly and severally guarantee the due and
punctual payment of all indebtedness owed to the Bank by the
Borrower under the Loan Documents.
In addition, the Loan will be cross-defaulted
with all other present and future obligations of the Borrower to
the Bank under that certain Amended and Restated Loan Agreement
dated as of April 23, 2004 among the Borrower, the Bank and certain
other lenders from time to time parties thereto and the Bank as
Administrative Agent for such lenders, as heretofore or hereafter
modified or amended (the “ Senior Loan Agreement
”).
6.
Covenants . Unless compliance is waived in writing by the
Bank, until payment in full of the Loan and termination of the
commitment for the Line of Credit:
(a) The Borrower will promptly submit to
the Bank such information as the Bank may reasonably request
relating to the Borrower’s affairs (including but not limited
to the financial information the Borrower is obligated to provide
to the Bank pursuant to the Senior Loan Agreement).
(b) The Borrower will notify the Bank in
writing of the occurrence of any Event of Default (as such term is
defined in the Senior Loan Agreement) or an act or condition which,
with the passage of time, the giving of notice or both would become
such an Event of Default.
7.
Representations and Warranties . To induce the Bank to
extend the Loan and upon the making of each advance to the Borrower
under the Line of Credit, the Borrower represents and warrants as
follows:
(a) The Borrower’s latest financial
statements provided to the Bank pursuant to the Senior Loan
Agreement are true, complete and accurate in all
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