Exhibit 10.1
EXECUTION COPY
[CSS]
FIFTH
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This FIFTH
AMENDMENT (this “ Amendment ”), dated as of
August 1, 2007, is among CSS FUNDING LLC, a Delaware limited
liability company, as seller (the “ Seller ”),
CSS INDUSTRIES, INC., a Delaware corporation (“ CSS
”), as initial servicer (in such capacity, together with its
successors and permitted assigns in such capacity, the “
Servicer ”), the Sub-Servicers party hereto, MARKET
STREET FUNDING LLC (f/k/a Market Street Funding Corporation), a
Delaware limited liability company (together with its successors
and permitted assigns, the “ Issuer ”), and PNC
BANK, NATIONAL ASSOCIATION, a national banking association (“
PNC ”), as administrator (in such capacity, together
with its successors and assigns in such capacity, the “
Administrator ”).
RECITALS
1. The
Seller, the Servicer, the Issuer and the Administrator are parties
to the Receivables Purchase Agreement, dated as of April 30,
2001 (as amended, supplemented or otherwise modified from time to
time, the “ Agreement ”).
2. The
Seller, the Servicer, the Issuer and the Administrator desire to
amend the Agreement as hereinafter set forth.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
SECTION 1.
Amendments to the Agreement .
1.1 The
definition of “Receivable” set forth in
Exhibit I to the Agreement is hereby amended and
restated in its entirety as follows:
“Receivable” means any indebtedness and other
obligations owed to the Seller (as assignee of any Originator) or
any Originator by, or any right of the Seller or any Originator to
payment from or on behalf of, an Obligor, whether constituting an
account, chattel paper, instrument or general intangible, arising
in connection with the sale of goods or the rendering of services
by any Originator, and includes the obligation to pay any finance
charges, fees and other charges with respect thereto;
provided , however , that Excluded Receivables shall
not constitute Receivables. Indebtedness and other obligations
arising from any one transaction, including indebtedness and other
obligations represented by an individual invoice or agreement,
shall constitute a Receivable separate from a Receivable consisting
of the indebtedness and other obligations arising from any other
transaction.
1.2
Exhibit I to the Agreement is hereby amended by adding
the following definition as alphabetically appropriate:
“Excluded Receivable” means, each account receivable
originated by Paper Magic, as an Originator, arising out of the
sale of goods or rendering of related services of Paper Magic after
August 1, 2007, the Obligor of which is Hudson’s Bay
Company or Zellers Inc. ( it being expressly understood and
agreed that any account receivable originated by Paper Magic,
as an Originator, arising out of the sale of goods or rendering of
related services of Paper Magic on or prior to August 1, 2007,
the Obligor of which is either Hudson’s Bay Company or
Zellers Inc., shall continue to be a “Receivable” for
all purposes of this Agreement and all other Transaction
Documents).
1.3 Schedule II to the Agreement is hereby amended by
adding Lock-Box Account number “2000030514674”
maintained at Wachovia Bank, National Association and the
associated P.O. Box “7576 “ .
SECTION 2.
Conditions to Effectiveness .
This Amendment
shall become effective as of August 1, 2007 subject to the
condi
