Filed by Bowne Pure Compliance





EXECUTION COPY




Exhibit 10.2




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”).



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. 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 substance satisfactory to the Administrator:



(a) counterparts of this Amendment (whether by facsimile or otherwise) executed by each
of 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 and
warrants to the Issuer and the Administrator as follows:




(a) Representations and Warranties. The representations and warranties
contained 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 or
warranties were true and correct as of such earlier date).




(b) Enforceability. The execution and delivery by each of the Seller, the
Servicer and each Sub-Servicer of this Amendment, and the performance of each of its
obligations under this Amendment and the Agreement, as amended hereby, are within each of
its organizational powers and have been duly authorized by all necessary action on each of
its 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 binding obligations, enforceable in
accordance with its terms.




(c) No Default. Immediately after giving effect to this Amendment and the
transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists
or shall exist.



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 shall
remain in full force and effect. After this Amendment becomes effective, all references in the
Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “this
Agreement”, “hereof”, “herein”, or words of similar effect, in each case referring to the
Agreement, shall be deemed to be references to the Agreement as amended hereby. This Amendment
shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the
Agreement other than as specifically set forth herein.



SECTION 5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each counterpart shall be
deemed to be an original, and all such counterparts shall together constitute but one and the
same instrument.



 


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SECTION 6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to any otherwise
applicable conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York
General Obligations Laws).



SECTION 7. Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment or the
Agreement or any provision hereof or thereof.



SECTION 8. Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.



[SIGNATURE PAGES TO FOLLOW]



 


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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 	 	 	 	 
	 	 	CSS FUNDING LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CSS INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	BERWICK OFFRAY LLC

(f/k/a Berwick Industries LLC),

as a Subservicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CLEO INC,

as a Subservicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LION RIBBON COMPANY, INC.,

as a Subservicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PAPER MAGIC GROUP, INC.

(f/k/a The Paper Magic Group, Inc.),

as a Subservicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	MARKET STREET FUNDING LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as Administrator	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title: