AMENDMENT TO LOAN AGREEMENT
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THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made as of May
23, 2003, by and among CSS INDUSTRIES, INC. (the "Borrower"), the lenders from
time to time parties to the Loan Agreement defined below (the "Lenders"), and
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Agent") for the
Lenders.
Background:
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A. The Agent, the Lenders and the Borrower entered into a Loan
Agreement dated as of April 30, 2001 (as heretofore modified and amended, the
"Loan Agreement"), pursuant to which the Lenders agreed to make Advances from
time to time to the Borrower.
B. In connection with a proposed Asset Sale the Borrower has requested
and the Agent and the Lenders have agreed to modify the provisions of Section
6.12 of the Loan Agreement, all on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the legality and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. DEFINITIONS. Capitalized terms used herein, including in the
foregoing recitals, and not otherwise defined herein shall have the meanings
assigned to them in the Loan Agreement.
2. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is hereby amended
effective as of May 23, 2003 (the "Effective Date") as follows:
Section 6.12(b)(i)(C) is hereby amended and restated to read
in full as follows:
"(C) at least 50% of the consideration received therefrom
shall be cash;"
3. AMENDMENT TO THE LOAN DOCUMENTS. All references to the Loan
Agreement in the Loan Documents shall be deemed to refer to the Loan Agreement
as amended hereby.
4. RATIFICATION OF THE LOAN DOCUMENTS. Notwithstanding anything to the
contrary herein contained or any claims of the parties to the contrary, the
Agent, the Lenders and the Borrower agree that the Loan Documents are in full
force and effect and each such document shall remain in full force and effect,
as amended by this Amendment and the Borrower hereby ratifies and confirms its
obligations thereunder.
5. REPRESENTATIONS AND WARRANTIES.
(a) The Borrower hereby certifies that after giving effect to this
Amendment, (i) the representations and warranties of the Borrower in the Loan
Agreement are true and correct in all material respects as if made on the date
hereof and (ii) no Event of Default and no event which could become an Event of
Default with the passage of time or the giving of notice, or both, under the
Loan Agreement or the other Loan Documents exists on the date hereof.
(b) The Borrower further represents that the Borrower has all the
requisite power and authority to enter into and to perform its obligations under
this Amendment, and that the execution, delivery and performance of this
Amendment have been duly authorized by all requisite action and will not violate
or constitute a default under any provision of any applicable law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect or of the Certificate of Incorporation, by-laws or other
organizational documents of the Borrower, or of any indenture, note, loan or
loan agreement, license or any other agreement, lease or instrument to which the
Borrower is a party or by which the Borrower or any of its properties are bound.
(c) The Borrower also further represents that its obligations to repay
the Advances, together with all interest accrued thereon, are absolute and
unconditional, and there exists no right of set off or recoupment, counterclaim
or defense of any nature whatsoever to payment of the Advances.
(d) The Borrower also further represents that there have been no
changes to the Certificate of Incorporation, by-laws or other organizational
documents of the Borrower since the most recent date true and correct copies
thereof were delivered to the Agent.
6. CONDITIONS PRECEDENT. The amendments set forth herein shall be
effective as of the Effective Date upon the fulfillment, to the satisfaction of
the Agent and its counsel, of the following conditions precedent:
(a) The Borrower shall have delivered to the Agent the following, all
of which shall be in form and substance satisfactory to the Agent and shall be
duly completed and executed:
(i) counterparts of this Amendment executed by the
Borrower, the Majority Lenders and the Guarantors;
and
(ii) such additional documents, certificates and
information as the Agent may reasonably request.
(b) After giving effect to this Amendment, the representations and
warranties set forth in the Loan Agreement shall be true and correct on and as
of the date hereof.
(c) After giving effect to this Amendment, no Event of Default, and no
event which, with the passage of time or the giving of notice, or both, would
become such an Event of Default shall have occurred and be continuing as of the
date hereof.
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7. MISCELLANEOUS
(a) To induce the Agent and the Lenders to enter into this Amendment,
the Borrower waives and releases and forever discharges the Agent and the
Lenders and their respective officers, directors, attorneys, agents, and
employees from any liability, damage, claim, loss or expense of any kind of
which it has knowledge as of the date hereof against any of them arising out of
or relating to the Loan Documents. The Borrower further agrees to indemnify and
hold the Agent, the Lenders and their respective officers, directors, attorneys,
agents and employees (collectively, the "Indemnitees") harmless from any loss,
damage, judgment, liability or expense (including reasonable attorneys' fees),
other than any such loss, damage judgment, liability or expense caused by the
Indemnitee's own willful misconduct or gross negligence, suffered by or rendered
against any of them on account of any claims arising out of or relating to the
Loan Documents. The Borrower further states that it has carefully read the
foregoing release and indemnity, knows the contents thereof and grants the same
as its own free act and deed.
(b) All terms, conditions, provisions and covenants in the Loan
Documents and all other documents delivered to the Agent in connection therewith
shall remain unaltered and in full force and effect except as modified or
amended hereby. To the extent that any term or provision of this Amendment is or
may be deemed expressly inconsistent with any term or provision in any Loan
Document or any other document executed in connection therewith, the terms and
provisions hereof shall control.
(c) This Amendment constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous understandings and agreements.
(d) In the event any provisions of this Amendment shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
(e) This Amendment shall be governed by and construed according to the
laws of the Commonwealth of Pennsylvania.
(f) This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective successors and assigns and may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
(g) The headings used in this Agreement are for convenience of
reference only, do not form a part of this Amendment and shall not affect in any
way the meaning or interpretation of this Amendment.
THE BORROWER EXPRESSLY RATIFIES AND CONFIRMS THE WAIVER OF JURY TRIAL
PROVISIONS CONTAINED IN THE LOAN DOCUMENTS.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
CSS INDUSTRIES, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
PNC BANK, NATIONAL ASSOCIATION,
as a Lender, as Swing Line Lender, as
Fronting Lender and as Administrative Agent
By: ________________________________
Name: ______________________________
Title: _____________________________
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
FLEET NATIONAL BANK, as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
CITIZENS BANK OF PENNSYLVANIA, as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
UNION PLANTERS BANK, as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
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ACKNOWLEDGMENT AND AGREEMENT
Each of the undersigned hereby acknowledges the provisions of the
foregoing Amendment to Loan Agreement (the "Amendment") and confirms and agrees
that its obligations under its Guaranty Agreement in favor of the Lenders shall
be unimpaired by the Amendment and are hereby ratified and confirmed in all
respects in respect of the Obligations of CSS Industries, Inc. under the Loan
Agreement, as amended.
THE PAPER MAGIC GROUP, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
BERWICK DELAWARE, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
BERWICK OFFRAY LLC (formerly Berwick
Industries LLC)
By: ________________________________
Name: ______________________________
Title: _____________________________
XXXX INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
XXXX DELAWARE, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
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PHILADELPHIA INDUSTRIES, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
LLM HOLDINGS, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
THE PAPER MAGIC GROUP, INC.
(a Delaware corporation)
By: ________________________________
Name: ______________________________
Title: _____________________________
DON POST STUDIOS, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
LION RIBBON COMPANY, INC. (formerly
Daylight Acquisition Corp.)
By: ________________________________
Name: ______________________________
Title: _____________________________
THE PAPER MAGIC GROUP (HONG KONG) LTD.
By: ________________________________
Name: ______________________________
Title: _____________________________
CRYSTAL CREATIVE PRODUCTS, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
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