SEVENTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
This SEVENTH AMENDMENT (this “
Amendment ”), dated as of May 8, 2009, 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 ”).
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 Section 1.6 is hereby amended by
amending and restating clause (b) thereof in its entirety as
follows:
1.2 The definition of “Alternate
Rate” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety as follows:
“Alternate Rate” for any Settlement
Period for any Portion of Capital of the Purchased Interest means
an interest rate per annum equal to: the higher of: (a) 2.00%
per annum above the Euro-Rate for such Settlement Period; provided,
however, that if (x) it shall become unlawful for any
Purchaser or Program Support Provider to obtain funds in the London
interbank eurodollar market in order to make, fund or maintain any
Purchased Interest, or if such funds shall not be reasonably
available to any Purchaser or Program Support Provider, or
(y) there shall not be at least two Business Days prior to the
commencement of an applicable Settlement Period to determine a
Euro-Rate in accordance with its terms, then the “Alternate
Rate” shall be equal to the Base Rate in effect for each day
during the remainder of such Settlement Period or (b) the Base
Rate for such Settlement Period; provided, however, that the
“Alternate Rate” for any day while a Termination Event
exists shall be an interest rate equal to 3.00% per annum above the
Alternate Rate otherwise in effect on such day.
1.3 The definition of “CP Rate” set
forth in Exhibit I to the Agreement is hereby amended
by amending and restating the last sentence thereof in its entirety
as follows:
“Notwithstanding the foregoing, the
“CP Rate” for any day while a Termination Event exists
shall be an interest rate equal to 3.00% above the Alternate Rate
otherwise in effect on such day.”
1.4 Clause (a) of the definition of
“Facility Termination Date” set forth in
Exhibit I to the Agreement is hereby amended by
deleting July 25, 2009 where it appears therein and
substituting May 7, 2010 therefor.
1.5 The definition of “Purchase
Limit” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety as follows:
“Purchase Limit” means (a)
$75,000,000 for the period from May 8, 2009 until
January 31, 2010 and (b) for the period from
February 1, 2010 through the Facility Termination Date,
$25,000,000, in each case as such amount may be reduced pursuant to
Section 1.1(b) of the Agreement. References to the
unused portion of the Purchase Limit shall mean, at any time, the
Purchase Limit minus the then outstanding Capital.
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