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Item 1.01 Entry into a Material Definitive Agreement.

On July 6, 2010, we entered into the Ninth Amendment (“Amendment”) to our Receivables Purchase Agreement dated April 30, 2001 (“Agreement”) with Market Street Funding LLC and PNC Bank, National Association. The following description of the Amendment is qualified in its entirety by the provisions of the Amendment, which is filed herewith as Exhibit 10.1.

The Amendment extends the term of our accounts receivable securitization facility until July 5, 2011, although it may terminate prior to such date in the event of termination of the commitments of the facility’s back-up purchasers. Prior to the Amendment, this facility was due to expire on July 6, 2010, subject to earlier termination in the event of termination of the commitments of the facility’s back-up purchasers.

As amended, the facility has a seasonally-adjusted funding limit of $60,000,000 from July 6, 2010 to January 31, 2011 and of $15,000,000 from February 1, 2011 to July 5, 2011. Our financing costs for funds provided under the Agreement, as amended, are equal to a variable commercial paper rate plus 1.25%. Higher costs apply upon the occurrence and continuation of a Termination Event (as defined in the Agreement) or if funding from the facility is provided other than through the issuance of commercial paper. Commitment fees on the unused committed amount under the Agreement, as amended, are equal to 0.50% per annum.

As amended, the Agreement continues to contain various covenants with which we are required to comply, including without limitation financial covenants applicable to the pool of accounts receivable forming the basis for the funding provided under the facility. We believe that these covenants are customary for agreements of this nature. Our failure to comply with these covenants may cause a Termination Event, in which case, the facility may be terminated prior to its natural expiration date and our obligation to repay amounts funded under the Agreement may be accelerated.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 6, 2010, we entered into the Amendment described in Item 1.01 above. The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSS Industries, Inc.

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EXHIBIT INDEX

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