Re: $50,000,000 4.48% Senior Notes due December 13, 2009

EXHIBIT 10.1

Execution Copy

CSS Industries, Inc.

Second Amendment
Dated as of March 25, 2009

to

Note Purchase Agreements
Dated as of December 12, 2002

R e: $50,000,000 4.48% Senior Notes due December 13, 2009

Second Amendment to Note Purchase Agreements

This Second Amendment dated as of March 25, 2009 (the or this “Second Amendment” ) to the Note Purchase Agreements dated as of December 12, 2002 is between CSS Industries, Inc. , a Delaware corporation (the “Company” ), and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders” ).

R e c i t a l s:

A. The Company and each of Connecticut General Life Insurance Company, Nationwide Life Insurance Company, Pacific Life Insurance Company, Nationwide Life Insurance Company of America, and Nationwide Life and Annuity Insurance Company have heretofore entered into separate and several Note Purchase Agreements each dated as of December 12, 2002, as amended by the First Amendment to Note Purchase Agreement Dated as of October 27, 2004 (as amended, the “Note Purchase Agreements” ). The Company has heretofore issued $50,000,000 aggregate principal amount of its 4.48% Senior Notes due December 13, 2009 (the “Notes” ) pursuant to the Note Purchase Agreements. The Notes held by Connecticut General Life Insurance Company were heretofore transferred to Prudential Retirement Insurance and Annuity Company.

B. The Company and the Noteholders now desire to amend the Note Purchase Agreements in the respects, but only in the respects, hereinafter set forth.

C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreements, as amended by this Second Amendment, unless herein defined or the context shall otherwise require.

D. All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, Therefore , upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Second Amendment set forth in Section 4.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1. Amendments.

Section 1.1. Sections 7.1(a) and (b) of the Note Purchase Agreements shall be and is hereby amended to read in its entirety as follows:

(a) Quarterly Statements — promptly, and in any event within forty-five (45) days (or such shorter period as the SEC may require) after the end of each of the first three quarterly fiscal periods in each fiscal year of the Company, as at the end of such quarterly fiscal period setting forth, in each case, in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, duplicate copies of

(i) a balance sheet and a statement of income, in each case, on a consolidated and consolidating basis for the Company and its Subsidiaries, and

(ii) a cash flow statement on a consolidated basis for the Company and its Subsidiaries,

all in reasonable detail and certified by the chief financial officer, treasurer or vice president of finance of the Company to have been prepared in accordance with GAAP (without footnotes) and as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided, that any election by the Company to measure an item of Indebtedness in such financial statements using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made;

(b) Annual Statements — promptly, and in any event within ninety (90) days (or such shorter period as the SEC may require) after the end of each fiscal year of the Company, as at the end of such fiscal year, setting forth, in each case, in comparative form the corresponding figures as at the end of the previous fiscal year, duplicate copies of

(i) a balance sheet and a statement of income, in each case, on a consolidated and consolidating basis for the Company and its Subsidiaries, and,

(ii) a cash flow statement and a retained earnings statement, in each case, on a consolidated basis for the Company and its Subsidiaries,

all in reasonable detail, audited and certified without qualifications or limitations as to scope, except those which are acceptable to the Required Holders, (as to the consolidated statements) by independent public accountants of recognized standing, selected by the Company and satisfactory to the Required Holders, to have been prepared in accordance with GAAP and shall state that such financial statements present fairly in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows; provided, that any election by the Company to measure an item of Indebtedness in such financial statements using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made;

Section 1.2. Section 10.3 of the Note Purchase Agreements shall be and is hereby amended to read in its entirety as follows:

“Section 10.3. Fixed Charge Coverage Ratio . The Company will not, at any time, permit the Fixed Charge Coverage Ratio to be less than 1.15 to 1.”

Section 1.3. The definitions of “Consolidated Net Worth”, “Fixed Charge Coverage Ratio” and “Leverage Ratio” set forth in Schedule B to the Note Purchase Agreements shall be and are hereby amended in their entirety to read as follows:

“Consolidated Net Worth” means, as of the date of determination, all items which, in accordance with GAAP, would be included under shareholders’ equity on a consolidated balance sheet of the Company and its Subsidiaries, as of the end of the immediately preceding fiscal quarter of the Company; provided, that for purposes of Section 10.2 , determinations of Consolidated Net Worth shall exclude all non-cash charges resulting from the application of Financial Accounting Standard No. 142; provided, further, that for purposes of determinations of Consolidated Net Worth, any election by the Company to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

“Fixed Charge Coverage Ratio” means, at any time, the ratio of (a) the sum of the Company’s (i) Consolidated EBITDA fo