SIXTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
This SIXTH AMENDMENT (this “
Amendment ”), dated as of November 21, 2008, 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.
Amendment to the Agreement .
1.1 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 July 27 of each year from 2008
through January 31 of each such following year and (b) for the
period from February 1 of each year from 2009 through July 26
of each such year, $25,000,000, in each case as such amount may be
reduced pursuant to Section 1.1(b) of the Agreement (it
being understood that for the period from July 27, 2008
through November 20, 2008, the amount set forth in clause
(a) above was $100,000,000). References to the unused portion
of the Purchase Limit shall mean, at any time, the Purchase Limit
minus the then outstanding Capital.
SECTION 2.
Conditions to Effectiveness .
This Amendment shall become effective as of
November 21, 2008, provided that the Facility Termination Date
or a Termination Event or Unmatured Termination Event has not
occurred and subject to the condition precedent that the
Administrator shall have received the following, each duly executed
and dated as of the date hereof (or such other date satisfactory to
the Administrator), in form and
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