EXHIBIT 10.12
[CSS]
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This FIRST AMENDMENT (this "Amendment"), dated as of August 24, 2001,
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"), MARKET STREET FUNDING CORPORATION, a Delaware
corporation (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 (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.
(a) The Preamble to the Agreement is hereby amended by
deleting the phrase "CSS FUNDING CORPORATION" therein and substituting the
phrase "CSS FUNDING LLC" therefor.
(b) The definition of "Berwick Default Factor" set forth in
Exhibit I to the Agreement is hereby amended and restated in its entirety as
follows:
"Berwick Default Factor" means (a) for all months
other than April or May, the aggregate credit sales made by
Berwick during the calendar month that is four calendar months
prior to such month, (b) for the month of April, the Berwick
Peak Christmas Sales times 50% plus the aggregate credit sales
made by Berwick during the month of December and (c) for the
month of May, the Berwick Peak Christmas Sales times 50% plus
the aggregate credit sales made by Berwick during the month of
January.
(c) The definition of "Defaulted Receivable" set forth in Exhibit I to
the Agreement is hereby amended and restated in its entirety as follows:
"Defaulted Receivable" means a Receivable:
(a) as to which any payment, or part thereof, remains unpaid
for more than 90 days from the original due date for such payment, or
(b) without duplication (i) as to which an Insolvency
Proceeding shall have occurred with respect to the Obligor thereof or
any other Person obligated thereon or owning any Related Security with
respect thereto, or (ii) that has been written off the Seller's books
as uncollectible;
provided that in each case the portion of such Receivable, if any,
consisting of Reserved Dispute Amount shall not be deemed defaulted.
(d) The definition of "Dilution Ratio" set forth in Exhibit I to the
Agreement is hereby amended by deleting the phrase "month that is two calendar
months before such month" therein and substituting "two most recent calendar
months" therefor.
(e) Clause (a) of the definition of "Loss Reserve Percentage" set forth
in Exhibit I to the Agreement is hereby amended by deleting the percentage
"12.00%" therein and substituting "9.00%" therefor.
(f) The definition of "Paper Magic Default Factor" set forth in Exhibit
I to the Agreement is hereby amended and restated in its entirety as follows:
"Paper Magic Default Factor" means (a) for the months of
December, January and February, the sum of the aggregate credit sales
made by Paper Magic during the months of June and July and the
aggregate credit sales made by the Minneapolis division of Paper Magic
during the month of August, (b) for the month of March, the Paper Magic
Peak Christmas Sales times 70%, (c) for the month of April, the Paper
Magic Peak Christmas Sales times 30%, (d) for the month of May, the
aggregate sales made by Paper Magic during the month of December less
aggregate credit sales made by the Scranton division of Paper Magic
during the month of December times 25%, (e) for the month of June, the
Paper Magic Peak Christmas Sales times 15%, (f) for the month of July,
the sum of the aggregate credit sales made by Paper Magic during the
months of January through March plus the aggregate credit sales made by
the Scranton division of Paper Magic in the month of December times
25%, and (g) for the months of August, September, October and November,
the aggregate credit sales made by Paper Magic during the calendar
month that is four calendar months prior to such month.
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SECTION 2. Conditions to Effectiveness.
2.1 This Amendment shall become effective as of the date hereof upon
receipt by the Administrator of 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. 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 4. 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.
SECTION 5. 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 conflict of laws principles.
SECTION 6. 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.
[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:
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Name:
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Title:
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CSS INDUSTRIES, INC.
By:
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Name:
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Title:
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BERWICK INDUSTRIES LLC, as a Subservicer
By:
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Name:
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Title:
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XXXX INC., as a Subservicer
By:
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Name:
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Title:
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THE PAPER MAGIC GROUP, INC., as a Subservicer
By:
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Name:
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Title:
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XXXXXX XXXXXX FUNDING CORPORATION
By:
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:
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Name:
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Title:
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