EXHIBIT 10.1(a)
CONFORMED COPY
AMENDMENT NO. 1
AMENDMENT dated as of May 13, 1999 to (i) the Credit Agreement (the
"CREDIT AGREEMENT") dated as of October 17, 1997 among Blyth Industries, Inc., a
Delaware corporation, the Banks party thereto, Morgan Guaranty Trust Company of
New York, as Documentation Agent and Bank of America National Trust and Savings
Association, as Administrative Agent, and (ii) the Guaranty Agreement dated as
of October 17, 1997 (the "GUARANTY AGREEMENT") among each of the Guarantors
listed on the signature pages hereof under the caption "GUARANTORS"
(individually a "GUARANTOR" and collectively the "GUARANTORS") and Morgan
Guaranty Trust Company of New York, as Documentation Agent.
The parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES . Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "herein", "hereto" and "hereby" and each other similar reference and
each reference to "this Agreement" and each other similar reference contained in
the Credit Agreement or the Guaranty Agreement shall, after this Amendment
becomes effective, refer to such agreement as amended hereby.
SECTION 2. AMENDMENT OF GUARANTY AGREEMENT . No provision of the
Guaranty Agreement shall be enforceable against any Guarantor from and after the
Amendment Effective Date (hereinafter defined) until such time (if ever) that
such Guarantor is or becomes obligated under a Guaranty of any Indebtedness of
the Borrower (other than a Guaranty in existence on the date hereof of
Indebtedness outstanding on the date hereof under the Note Purchase Agreement
set forth as item 4 in Schedule 5.10 to the Credit Agreement). If and when any
Guarantor is or becomes liable under a Guaranty with respect to any other
Indebtedness of the Borrower, the Guaranty Agreement shall thereafter be
enforceable against such Guarantor as if this Amendment had never been entered
into.
SECTION 3. AMENDMENT OF CREDIT AGREEMENT . Provisions in the Credit
Agreement specifically referencing the Guaranty Agreement shall be ineffective
to the extent that the Guaranty Agreement is made unenforceable by virtue of
this Amendment.
SECTION 4. GOVERNING LAW . This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS . This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS . This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") the Documentation Agent shall have
received from each of the Borrower, the Guarantors and the Banks a counterpart
hereof signed by such party or facsimile
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or other written confirmation (in form satisfactory to the Documentation Agent)
that such party has signed a counterpart hereof. The Documentation Agent shall
promptly notify each party hereto of the Amendment Effective Date.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BORROWER:
BLYTH INDUSTRIES, INC.
By: /s/ RICHARD T. BROWNING
------------------------
Title: Vice President and Chief
Financial Officer
GUARANTORS:
CANDLE CORPORATION OF AMERICA
By: /s/ RICHARD T. BROWNING
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Title: Vice President and Treasurer
PARTYLITE GIFTS, INC.
By: /s/ RICHARD T. BROWNING
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Title: Vice President and Treasurer
CANDLE CORPORATION WORLDWIDE, INC.
By: /s/ RICHARD T. BROWNING
Title: Vice President
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DOCUMENTATION AGENT:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent
By: /s/ ROBERT BOTTAMEDI
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Title: Vice President
BANKS:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ ROBERT BOTTAMEDI
---------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
VINGS ASSOCIATION
By: /s/ EDMUND M. HALL
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Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ KWANG S. SON
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Title: Assistant Vice President
DRESDNER BANK AG
/s/ Vincent J. Carotenuto
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By: ON BEHALF OF B.CRAIG ERICKSON
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Title: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ DAVID R. ARIAS
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Title: Corporate Banking Officer
FIRST UNION NATIONAL BANK
By: /s/ BRIAN MULVANEY
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Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ARTHUR J. FOGEL
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Title: Vice President
HSBC BANK USA, formerly known as MARINE
MIDLAND BANK
By: /s/ ADRIANA D. COLLINS
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Title: Vice President
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