Exhibit 10.1EXECUTION COPY[CSS]FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTThis FIFTH AMENDMENT (this “Amendment”), dated as of August 1, 2007, is among CSSFUNDING LLC, a Delaware limited liability company, as seller (the “Seller”), CSSINDUSTRIES, INC., a Delaware corporation (“CSS”), as initial servicer (in such capacity,together with its successors and permitted assigns in such capacity, the “Servicer”), theSub-Servicers party hereto, MARKET STREET FUNDING LLC (f/k/a Market Street Funding Corporation), aDelaware 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 insuch capacity, the “Administrator”).RECITALS1. The Seller, the Servicer, the Issuer and the Administrator are parties to the ReceivablesPurchase Agreement, dated as of April 30, 2001 (as amended, supplemented or otherwise modified fromtime to time, the “Agreement”).2. The Seller, the Servicer, the Issuer and the Administrator desire to amend the Agreement ashereinafter set forth.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby 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 herebyamended 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 orany Originator to payment from or on behalf of, an Obligor, whether constituting anaccount, chattel paper, instrument or general intangible, arising in connection withthe sale of goods or the rendering of services by any Originator, and includes theobligation to pay any finance charges, fees and other charges with respect thereto;provided, however, that Excluded Receivables shall not constituteReceivables. Indebtedness and other obligations arising from any one transaction,including indebtedness and other obligations represented by an individual invoice oragreement, shall constitute a Receivable separate from a Receivable consisting ofthe indebtedness and other obligations arising from any other transaction.
 
 

 
1.2 Exhibit I to the Agreement is hereby amended by adding the following definition asalphabetically appropriate:“Excluded Receivable” means, each account receivable originated byPaper Magic, as an Originator, arising out of the sale of goods or renderingof related services of Paper Magic after August 1, 2007, the Obligor ofwhich is Hudson’s Bay Company or Zellers Inc. (it being expresslyunderstood and agreed that any account receivable originated by PaperMagic, as an Originator, arising out of the sale of goods or rendering ofrelated services of Paper Magic on or prior to August 1, 2007, the Obligorof which is either Hudson’s Bay Company or Zellers Inc., shall continue tobe a “Receivable” for all purposes of this Agreement and all otherTransaction Documents).1.3 Schedule II to the Agreement is hereby amended by adding Lock-Box Accountnumber “2000030514674” maintained at Wachovia Bank, National Association and the associatedP.O. Box “7576 “ .SECTION 2. Conditions to Effectiveness.This Amendment shall become effective as of August 1, 2007 subject to the condition precedentthat the Administrator shall have received the following, each duly executed and dated as of thedate hereof (or such other date satisfactory to the Administrator), in form and substancesatisfactory to the Administrator:(a) counterparts of this Amendment (whether by facsimile or otherwise) executed by eachof the parties hereto; and(b) such other documents and instruments as the Administrator may reasonably request.SECTION 3. Representations and Warranties; Covenants.Each of the Seller, the Servicer and each Sub-Servicer, as applicable, hereby represents andwarrants to the Issuer and the Administrator as follows:(a) Representations and Warranties. The representations and warrantiescontained in Exhibit III of the Agreement are true and correct as of the date hereof(unless stated to relate solely to an earlier date, in which case such representations orwarranties were true and correct as of such earlier date).(b) Enforceability. The execution and delivery by each of the Seller, theServicer and each Sub-Servicer of this Amendment, and the performance of each of itsobligations under this Amendment and the Agreement, as amended hereby, are within each ofits organizational powers and have been duly authorized by all necessary action on each ofits parts. This Amendment and the Agreement, as amended hereby, are each of the Seller’s, the Servicer’s and each Sub-Servicer’s valid and legally bindingobligations, enforceable in accordance with its terms.
 
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(c) No Default. Immediately after giving effect to this Amendment and thetransactions contemplated hereby, no Termination Event or Unmatured Termination Event existsor shall exist.(d) Covenant. Within five (5) Business Days from the date of this Amendment,the Servicer shall give each of Hudson’s Bay Company and Zellers Inc. a written directive toremit (or cause to be remitted) all funds with respect to all accounts receivable originatedby Paper Magic, as an Originator, arising out of the sale of goods or rendering of relatedservices of Paper Magic after August 1, 2007 to an account other than a Lock-Box Account orthe lock-boxes related thereto.SECTION 4. Effect of Amendment; Ratification. Except as specifically amended hereby,the Agreement is hereby ratified and confirmed in all respects, and all of its provisions shallremain in full force and effect. After this Amendment becomes effective, all references in theAgreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “thisAgreement”, “hereof”, “herein”, or words of similar effect, in each case referring to theAgreement, shall be deemed to be references to the Agreement as amended hereby. This Amendmentshall not be deemed to expressly or impliedly waive, amend, or supplement any provision of theAgreement other than as specifically set forth herein.SECTION 5. Authorization to File Financing Statements. Upon the effectiveness of thisAmendment, each of the Issuer and the Administrator hereby authorizes the Seller to file (at theexpense of the Seller) one or more UCC-3 amendments in the form of Exhibit A heretoamending the UCC-1 financing statements identified on Exhibit B hereto as necessary torelease all liens in respect of the Excluded Receivables.SECTION 6. Counterparts. This Amendment may be executed in any number of counterpartsand by different parties on separate counterparts, and each counterpart shall be deemed to be anoriginal, and all such counterparts shall together constitute but one and the same instrument.SECTION 7. Governing Law. This Amendment shall be governed by, and construed inaccordance with, the internal laws of the State of New York without regard to any otherwiseapplicable conflicts of law principles (other than Section 5-1401 of the New York GeneralObligations Laws).SECTION 8. Section Headings. The various headings of this Amendment are inserted forconvenience only and shall not affect the meaning or interpretation of this Amendment or theAgreement or any provision hereof or thereof.SECTION 9. Successors and Assigns. This Amendment shall be binding upon and shallinure to the benefit of the parties hereto and their respective successors and assigns.
 
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*[SIGNATURE PAGES TO FOLLOW]*
 
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first writtenabove.             CSS FUNDING LLC         By: /s/ Clifford E. Pietrafitta         Name: Clifford E. Pietrafitta           Title: Vice President                    CSS INDUSTRIES, INC.         By: /s/ Clifford E. Pietrafitta         Name: Clifford E. Pietrafitta           Title: Vice President       
 
 

 
             BERWICK OFFRAY LLC      (f/k/a Berwick Industries LLC),      as a Subservicer  By: /s/ Christopher J. Munyan         Name: Christopher J. Munyan           Title: Chairman and Chief Executive Officer                    CLEO INC,      as a Subservicer         By: /s/ Christopher J. Munyan         Name: Christopher J. Munyan           Title: Chairman and Chief Executive Officer                    LION RIBBON COMPANY, INC.,      as a Subservicer         By: /s/ Christopher J. Munyan         Name: Christopher J. Munyan           Title: Chairman and Chief Executive Officer                    PAPER MAGIC GROUP, INC.      (f/k/a The Paper Magic Group, Inc.),      as a Subservicer  By: /s/ Christopher J. Munyan         Name: Christopher J. Munyan           Title: Chairman and Chief Executive Officer       
 
 

 
             MARKET STREET FUNDING LLC         By: /s/ Doris J. Hearn         Name: Doris J. Hearn           Title: Vice President       
 
 

 
             PNC BANK, NATIONAL ASSOCIATION,      as Administrator         By: /s/ William P. Falcon         Name: William P. Falcon           Title: Vice President