EXECUTION COPY
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CSS INDUSTRIES, INC.
___________________________________
FIRST AMENDMENT
Dated as of October 27, 2004
to
NOTE PURCHASE AGREEMENTS
Dated as of December 12, 2002
___________________________________
Re: $50,000,000 4.48% Senior Notes due December 13, 2009
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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS
THIS FIRST AMENDMENT dated as of October 27, 2004 (the or this "First
Amendment") to the Note Purchase Agreements dated as of December 12, 2002 is
between CSS INDUSTRIES, INC., a Delaware corporation (the "Company"), and each
of the institutions which is a signatory to this First Amendment (collectively,
the "Noteholders").
RECITALS:
A. The Company and each of the Noteholders have heretofore entered into
separate and several Note Purchase Agreements each dated as of December 12, 2002
(the "Note Purchase Agreements"). The Company has heretofore issued $50,000,000
aggregate principal amount of its 4.48% Senior Notes due December 13, 2009 (the
"Notes") pursuant to the Note Purchase Agreements.
B. The Company and the Noteholders now desire to amend the Note
Purchase Agreements in the respects, but only in the respects, hereinafter set
forth.
C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreements, as amended by this First
Amendment, unless herein defined or the context shall otherwise require.
D. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this First Amendment set forth in
SECTION 4.1 hereof, and in consideration of good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Noteholders do hereby agree as follows:
SECTION 1. AMENDMENTS.
Section 1.1. The following shall be added in numerical order as a new
Section 9.9 to the Note Purchase Agreements:
"Section 9.9. Security Documents. Upon delivery of a
security document which creates a security interest to the
Agent or any other lender which is a party to the Bank Loan
Agreement securing the obligations of the Company or any
Subsidiary thereunder, the Company will, or will cause any
Subsidiary which delivers such security interest to,
concurrently enter into a substantially similar Security
Document for the benefit of the holders of the Notes, and
within three Business Days thereafter will deliver to each of
the holders of the Notes the following items:
CSS Industries, Inc. First Amendment
(a) an executed counterpart of such Security Document
or joinder agreement in respect of an existing Security
Document, as appropriate;
(b) to the extent a similar certificate is delivered
pursuant to the Bank Loan Agreement, a certificate signed by
the President, a Vice President or another authorized
Responsible Officer of the Company or such Subsidiary making
representations and warranties to the effect of those
contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect
to such Security Document, as applicable;
(c) to the extent documents or evidence are delivered
pursuant to the Bank Loan Agreement, such documents and
evidence with respect to the Company or such Subsidiary as any
holder of the Notes may reasonably request in order to
establish the authorization of the transactions contemplated
by such Security Document;
(d) to the extent an opinion is delivered pursuant to
the terms of the Bank Loan Agreement, an opinion of counsel
satisfactory to the Required Holders to the effect that such
Security Document has been duly authorized, executed and
delivered and constitutes the legal, valid and binding
contract and agreement of the Company or such Subsidiary
enforceable in accordance with its terms, except as an
enforcement of such terms may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws
affecting the enforcement of creditors' rights generally and
by general equitable principles and that the security interest
granted therein is effective and has been perfected; and
(e) an executed counterpart of an intercreditor
agreement or amendment in respect of the Intercreditor
Agreement, as necessary, among the holders of the Notes and
each such Person to which the Company or such Subsidiary is
then delivering a Security Document giving rise to the
requirements of this Section 9.9, which agreement or
amendment, as the case may be, shall provide that the proceeds
from the enforcement of any such Security Document shall be
shared on an equal and ratable basis with the holders of the
Notes."
Section 1.2. Section 10.6(a) of the Note Purchase Agreements shall be
and is amended by deleting paragraph (vii) and replacing the same with new
paragraphs (vii) and (viii) to read in their entirety as follows:
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CSS Industries, Inc. First Amendment
"(vii) Liens created or incurred under the Security
Documents in favor of the Collateral Agent (as therein
defined) for the ratable benefit of the lenders under the Bank
Loan Agreement and the holders of the Notes; and
(viii) other Liens not otherwise permitted by
paragraphs (i) through (vii), provided that the Indebtedness
secured by such Liens shall not exceed $1,000,000 in the
aggregate outstanding at any one time."
Section 1.3. The following shall be added in numerical order as a new
Section 10.10 to the Note Purchase Agreements:
"Section 10.10. Subsidiary Indebtedness. (a) The
Company will not permit the aggregate principal amount of
Indebtedness of Restricted Subsidiaries which are not
Guarantors (other than Indebtedness owed to the Company or
another Restricted Subsidiary) to exceed $10,000,000 at any
one time outstanding.
(b) If, at any time, the aggregate principal amount
of Indebtedness of the Guarantors (other than Indebtedness
owed to the Company or another Wholly-Owned Restricted
Subsidiary or Indebtedness owed under the Bank Loan Agreement,
the Notes or any guaranty thereof) exceeds $10,000,000 at any
one time outstanding, the Company will not permit any
Guarantor to create, issue, assume, guarantee or otherwise
incur or in any manner be or become liable in respect of any
additional Indebtedness (other than Indebtedness owed to the
Company or another Wholly-Owned Restricted Subsidiary) unless
the holder of such additional Indebtedness shall become a
party to the Intercreditor Agreement with the effect that
proceeds of such additional Indebtedness are to be shared pari
passu with the Noteholders and Lenders under the Bank Loan
Agreement."
Section 1.4. Section 11(c) of the Note Purchase Agreements shall be and
is hereby amended to read in its entirety as follows:
"(c) the Company defaults in the performance of or
compliance with any term contained in Section 7.1(d), 9.9,
10.2, 10.3, 10.4, 10.5, 10.6, 10.7 or 10.10; or"
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CSS Industries, Inc. First Amendment
Section 1.5. Section 11(e) of the Note Purchase Agreements shall be and
is hereby amended to read in its entirety as follows:
"(e) any representation, warranty or other statement
made in writing by or on behalf of the Company, any Guarantor
or any Subsidiary or by any officer of the Company, any
Guarantor or any Subsidiary in this Agreement, in any Security
Document, in any Guaranty Agreement or in any document,
certificate, instrument or other writing furnished in
connection with the transactions contemplated hereby proves to
have been false or incorrect in any material respect on the
date as of which made; or"
Section 1.6. Section 11 of the Note Purchase Agreements shall be and is
hereby amended by deleting paragraph (k) and replacing the same with new
paragraphs (k) and (l) to read in their entirety as follows:
"(k) the Company, any Guarantor or any Subsidiary
shall breach any of its obligations under a Security Document
or Guaranty Agreement to which it is a party or such Security
Document or Guaranty Agreement shall cease to be in full force
and effect for any reason whatsoever, including, without
limitation, a determination by a Governmental Authority of
competent jurisdiction that such Security Document or Guaranty
Agreement is invalid, void or unenforceable or the Company,
any Guarantor or any Subsidiary shall contest or deny in
writing the validity or enforceability of any of its
obligations under such Security Document or Guaranty
Agreement; or
(l) any Lien created under the Security Documents for
any reason ceases to be or is not a valid and perfected Lien
on the Collateral constituting a first priority security
interest, or there shall have occurred waste or conversion of
a material part of the Collateral."
Section 1.7. Section 15.1 of the Note Purchase Agreements shall be and
is hereby amended in its entirety to read as follows:
"Section 15.1. Transaction Expenses. Whether or not
the transactions contemplated hereby are consummated, the
Company will pay all costs and expenses (including reasonable
attorneys' fees of a special counsel and, if reasonably
required, local or other counsel) incurred by each Purchaser
or holder of a Note in connection with such transactions and
in connection with any amendments, waivers or consents under
or in respect of this Agreement, any Guaranty Agreement, any
Security Document, the Intercreditor Agreement or the Notes
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CSS Industries, Inc. First Amendment
(whether or not such amendment, waiver or consent becomes
effective), including, without limitation: (a) the costs and
expenses incurred in enforcing or defending (or determining
whether or how to enforce or defend) any rights under this
Agreement, any Guaranty Agreement, any Security Document, the
Intercreditor Agreement or the Notes or in responding to any
subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, any Guaranty
Agreement, any Security Document, the Intercreditor Agreement
or the Notes, or by reason of being a holder of any Note, and
(b) the costs and expenses, including financial advisors'
fees, incurred in connection with the insolvency or bankruptcy
of the Company, any Subsidiary or any Guarantor or in
connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes. The Company
will pay, and will save each Purchaser and each other holder
of a Note harmless from, all claims in respect of any fees,
costs or expenses, if any, of brokers and finders (other than
those retained by such Purchaser or holder)."
Section 1.8. Section 15.2 of the Note Purchase Agreements shall be and
is hereby amended in its entirety to read as follows:
"Section 15.2. Survival. The obligations of the
Company under this Section 15 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of
any provision of this Agreement, the Notes, any Guaranty
Agreement or the Security Documents, and the termination of
this Agreement."
Section 1.9. Section 16 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:
"Section 16. Survival of Representations and
Warranties; Entire Agreement. All representations and
warranties contained herein or in any Guaranty Agreement or
any Security Document shall survive the execution and delivery
of this Agreement, any Guaranty Agreement, the Security
Documents and the Notes, the purchase or transfer by any
Purchaser of any Note or portion thereof or interest therein
and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation
made at any time by or on behalf of any Purchaser or any other
holder of a Note. All statements contained in any certificate
or other instrument delivered by or on behalf of the Company,
any Guarantor or any Subsidiary pursuant to this Agreement,
any Guaranty Agreement or the Security Documents shall be
deemed representations and warranties of the Company, the
Guarantors and such Subsidiary under this Agreement, the
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CSS Industries, Inc. First Amendment
Guaranty Agreements and the Security Documents. Subject to the
preceding sentence, this Agreement, the Notes, the Guaranty
Agreements and the Security Documents embody the entire
agreement and understanding between each Purchaser, the
Company, the Guarantors and the Subsidiaries and supersede all
prior agreements and understandings relating to the subject
matter hereof."
Section 1.10. Section 17.1 of the Note Purchase Agreements shall be and
is hereby amended in its entirety to read as follows:
"Section 17.1. Requirements. This Agreement and the
Notes may be amended, and the observance of any term hereof or
of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of
the Company and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2,
3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to any Purchaser unless
consented to by such Purchaser in writing, and (b) no such
amendment or waiver may, without the written consent of the
holder of each Note at the time outstanding affected thereby,
(i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or
change the time of payment or method of computation of
interest or of the Make-Whole Amount on, the Notes, (ii)
change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment
or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12,
17 or 20. The Guaranty Agreements, the Security Documents and
the Intercreditor Agreement may be amended in accordance with
the terms thereof."
Section 1.11. Schedule A to the Note Purchase Agreements shall be and is
hereby amended by amending the information for "Connecticut General Life
Insurance Company" to include the following additional address for copies of
"All Other Notices":
Prudential Capital Group
1114 Avenue of the Americas
30th Floor
New York, NY 10036
Attention: Managing Director
Fax: 212-626-2077
Section 1.12. The definitions of "Bank Loan Agreement" and
"Intercreditor Agreement" set forth in Schedule B to the Note Purchase
Agreements shall be and are hereby amended in their entirety to read as follows:
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CSS Industries, Inc. First Amendment
"'Bank Loan Agreement'" shall mean that certain Amended and
Restated Loan Agreement dated as of April 23, 2004 among the
Company, CSS Management LLC, a Delaware limited liability
company, the Agent and the other lending institutions party
thereto as the same may be further amended, supplemented,
modified, renewed or replaced from time to time, and any
agreements entered into in connection with any replacement
facility."
"'Intercreditor Agreement' means that certain Amended and
Restated Intercreditor and Collateral Agency Agreement dated
as of October 27, 2004 among the holders of the Notes, the
Agent on behalf of the lenders under the Bank Loan Agreement
and the Collateral Agent, as the same may be amended or
supplemented, from time to time."
Section 1.13. The following definitions shall be added in alphabetical
order to Schedule B to the Note Purchase Agreements:
"'Agent' shall mean PNC Bank, National Association as agent
for the Banks."
"'Collateral' shall have the meaning ascribed thereto in the
Intercreditor Agreement."
"'Collateral Agent' means PNC Bank, National Association, as
collateral agent under the Intercreditor Agreement, or any
successor collateral agent thereto."
"'Pledge Agreement' means that certain Pledge Agreement dated
as of October 27, 2004 from the Company and Paper Magic Group,
Inc., a Pennsylvania corporation, in favor of the Collateral
Agent (as therein defined)."
"'Security Documents' means, collectively, the Pledge
Agreement, as the same may be amended or supplemented from
time to time, together with any additional security or pledge
agreement entered into as security for the Notes pursuant to
SECTION 9.9."
SECTION 2. RELEASE.
By this First Amendment, the Noteholders hereby confirm that in
reliance on the representations of the Company set forth herein, the obligations
of Paper Magic Group (Hong Kong) Limited, a Hong Kong limited company, under its
Guaranty Agreement are hereby terminated and released.
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CSS Industries, Inc. First Amendment
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Section 3.1. To induce the Noteholders to execute and deliver this
First Amendment (which representations shall survive the execution and delivery
of this First Amendment), the Company represents and warrants to the Noteholders
that:
(a) this First Amendment has been duly authorized, executed
and delivered by it and this First Amendment constitutes the legal,
valid and binding obligation, contract and agreement of the Company
enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
(b) the Note Purchase Agreements, as amended by this First
Amendment, constitute the legal, valid and binding obligations,
contracts and agreements of the Company enforceable against it in
accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors'
rights generally;
(c) the execution, delivery and performance by the Company of
this First Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does not
require the consent or approval of any governmental or regulatory body
or agency, and (iii) will not (A) violate (1) any provision of law,
statute, rule or regulation or its certificate of incorporation or
bylaws, (2) any order of any court or any rule, regulation or order of
any other agency or government binding upon it, or (3) any provision of
any material indenture, agreement or other instrument to which it is a
party or by which its properties or assets are or may be bound,
including, without limitation, the Bank Loan Agreement or (B) result in
a breach or constitute (alone or with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument
referred to in CLAUSE (III)(A)(3) of this SECTION 3.1(C);
(d) as of the date hereof and after giving effect to this
First Amendment, no Default or Event of Default has occurred which is
continuing; and
(e) (i) all the representations and warranties contained in
Section 5 of the Note Purchase Agreements were true and correct on and
as of the date of the Closing, (ii) the representations and warranties
contained in Sections 5.1, 5.2, 5.4(a), 5.4(b), 5.4(c), 5.8, 5.11,
5.12, 5.15(b), 5.17 and 5.18 of the Note Purchase Agreements are true
and correct in all material respects with the same force and effect as
if made by the Company on and as of the date hereof, and (iii) since
March 31, 2004, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any
Subsidiary except changes that individually or in the aggregate could
not reasonably be expected to have a Material Adverse Effect.
Section 3.2. In order to induce the Noteholders to enter into this
Amendment, and the Noteholders to accept the Security Documents, the Company
further makes the following representations and warranties to the Noteholders:
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CSS Industries, Inc. First Amendment
(a) Each of the Company and Paper Magic Group, Inc. (the
"Grantor") has full legal power and authority to enter into, execute,
deliver and perform the terms of the Security Documents, all of which
have been duly authorized by all proper and necessary corporate,
partnership or other applicable action and do not conflict with its
organizational documents. Each of the Company and the Grantor has duly
executed and delivered the Security Documents;
(b) the Security Documents constitute the valid and legally
binding obligations of the Company and the Grantor enforceable in
accordance with their respective terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and (ii) general principles
at equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(c) no consent, authorization or approval of, filing with,
notice to, or exemption by, stockholders or holders of any other equity
interest, any Governmental Authority or any other Person, is required
to be obtained or made by the Company and the Grantor in order to
authorize, or is required to be obtained or made by the Grantor in
connection with, the execution, delivery or performance of, the
Security Documents, or is required to be obtained or made by the
Company and the Grantor as a condition to the validity or
enforceability of the Security Documents; and
(d) neither the Company nor the Grantor is in default (1)
under any mortgage, indenture, contract, instrument or agreement to
which it is a party or by which it or any of its property is bound, or
(2) with respect to any judgment, order, writ, injunction, decree or
decision of any Governmental Authority; the effect of which default, as
to each of clause (1) and (2) above, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. The
execution, delivery or carrying out of the terms of the Security
Documents will not constitute a default under, or result in the
creation or imposition of, or obligation to create, any Lien upon any
property of the Company or the Grantor or result in a breach of (or
require the mandatory repayment of or other acceleration of payment
under or pursuant to the terms of) any such mortgage, indenture, note,
contract, instrument, agreement, judgment, order, writ, injunction,
decree or decision of any Governmental Authority.
SECTION 4. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.
Section 4.1. This First Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:
(a) executed counterparts of this First Amendment, duly
executed by the Company and the holders of at least 51% of the
outstanding principal of the Notes, shall have been delivered to the
Noteholders, and the same shall be in full force and effect and shall
constitute the legal, valid and binding obligations of all the parties
thereto;
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CSS Industries, Inc. First Amendment
(b) executed counterparts of the Intercreditor Agreement,
substantially in the form attached hereto as EXHIBIT A, duly executed
by the Noteholders, the Agent on behalf of the lenders under the Bank
Loan Agreement and the Collateral Agent, shall have been delivered to
the Noteholders, and the same shall be in full force and effect and
shall constitute the legal, valid and binding obligations of all the
parties thereto;
(c) executed counterparts of the Pledge Agreement,
substantially in the form attached hereto as EXHIBIT B duly executed by
the Company and the Grantor, shall have been delivered to the
Collateral Agent, with copies to the Noteholders, and the same shall be
in full force and effect and shall constitute the legal, valid and
binding obligations of all the parties thereto;
(d) the Noteholders shall have received a copy of the
resolutions of the Executive Committee of the Board of Directors of the
Company authorizing the execution, delivery and performance by the
Company of this First Amendment and the Intercreditor Agreement,
certified by its Secretary or an Assistant Secretary;
(e) the Noteholders shall have received from the Company and
the Grantor a certificate certifying as to the true, correct and
complete resolutions attached thereto and to other corporate
proceedings relating to the authorization, execution and delivery of
the Pledge Agreement;
(f) the representations and warranties of the Company set
forth in SECTION 3 hereof are true and correct on and with respect to
the date hereof;
(g) the Noteholders shall have received the favorable opinion
of Morgan, Lewis & Bockius LLP, counsel for the Company, covering (i)
the matters set forth in SECTIONS 3.1(A), 3.1(B) and 3.1(C) hereof, (2)
the due authorization, execution and delivery of the Pledge Agreement,
(3) to the effect that the Pledge Agreement constitutes the legal,
valid and binding contract and agreement of the Company and the Grantor
enforceable in accordance with its terms, except as enforcement of such
terms may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles and (4) such other
matters as the Noteholders deem necessary; which opinions shall be in
form and substance satisfactory to the Noteholders;
(h) the Collateral Agent shall have received all UCC-1
financing statements and/or other instruments and agreements as the
Noteholders may request in order to confirm that the Pledge Agreement
is effective to create in favor of the Collateral Agent a valid,
enforceable first priority security interest in the Collateral;
(i) the Noteholders shall have received a true, correct and
complete copy of the Bank Loan Agreement as certified by a Responsible
Officer of the Company together with true, correct and complete copies
of any additional or supplemental letters or agreements delivered in
connection therewith;
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CSS Industries, Inc. First Amendment
(j) each holder of the Notes shall have received an amendment
fee in an amount equal to 0.025% times the aggregate outstanding
principal amount of the Notes held by such holder; and
(k) the Company shall have paid, the reasonable fees and
expenses of Chapman and Cutler LLP, counsel to the Noteholders, in
connection with the negotiation, preparation, approval, execution and
delivery of this First Amendment.
Upon receipt of all of the foregoing, this First Amendment shall become
effective.
[SECTION 5. RESERVED.]
SECTION 6. MISCELLANEOUS.
Section 6.1. This First Amendment shall be construed in connection with
and as part of each of the Note Purchase Agreements, and except as modified and
expressly amended by this First Amendment, all terms, conditions and covenants
contained in the Note Purchase Agreements and the Notes are hereby ratified and
shall be and remain in full force and effect.
Section 6.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Amendment may refer to the Note Purchase Agreements without making
specific reference to this First Amendment but nevertheless all such references
shall include this First Amendment unless the context otherwise requires.
Section 6.3. The descriptive headings of the various Sections or parts
of this First Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
Section 6.4. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH NEW YORK LAW.
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CSS Industries, Inc. First Amendment
Section 6.5. The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this First
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.
CSS INDUSTRIES, INC.
By _________________________________
Its ______________________________
[Noteholder Signature Pages to Follow]
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Accepted and Agreed to:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: CIGNA Investment, Inc.
(authorized agent)
By: ________________________________
Name:
Title:
NATIONWIDE LIFE INSURANCE COMPANY
By: ________________________________
Name:
Title:
NATIONWIDE LIFE INSURANCE COMPANY OF
AMERICA
By: ________________________________
Name:
Title:
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
By: ________________________________
Name:
Title:
CSS Industries, Inc. - First Amendment
PACIFIC LIFE INSURANCE COMPANY
By: ________________________________
Name:
Title:
By: ________________________________
Name:
Title:
CSS Industries, Inc. - First Amendment
Each of the undersigned hereby confirms its continued guaranty of the
obligations of the Company under the Note Purchase Agreements, as amended
hereby, pursuant to the terms of its respective Subsidiary Guaranty Agreement
dated as of December 13, 2002, on this 27th day of October, 2004.
Dated the date and year first above written.
PAPER MAGIC GROUP, INC., a Pennsylvania
corporation
By: ____________________________________
Name:
Title:
BERWICK DELAWARE, INC.
By: ____________________________________
Name:
Title:
BERWICK OFFRAY LLC
By: ____________________________________
Name:
Title:
CLEO INC.
By: ____________________________________
Name:
Title:
CSS Industries, Inc. - First Amendment
CLEO DELAWARE, INC.
By: ____________________________________
Name:
Title:
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:
CSS Industries, Inc. - First Amendment
CRYSTAL CREATIVE PRODUCTS, INC.
By: ____________________________________
Name:
Title:
CSS MANAGEMENT LLC
By: ____________________________________
Name:
Title:
CSS Industries, Inc. - First Amendment
EXHIBIT A
INTERCREDITOR AGREEMENT
EXHIBIT B
PLEDGE AGREEMENT