EXHIBIT 10.5
BLYTH INDUSTRIES, INC.
SPECIMEN
AMENDED AND RESTATED
7.54% SENIOR NOTE DUE JUNE 30, 2005
[ ] October 17, 1997
[ ] PPN: 09643P A* 9
FOR VALUE RECEIVED, the undersigned, BLYTH INDUSTRIES, INC., a
corporation organized and existing under the laws of the State of Delaware
(herein called the "COMPANY"), hereby promises to pay to [ ], or
registered assigns, the principal sum of [ ]
[ ] on June 30, 2005, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (A) on the unpaid balance
thereof at the rate of 7.54% per annum from the date hereof, payable
semiannually, on the 30th day of June and December in each year, commencing with
the June 30 or December 30 next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (B) to the extent permitted by law
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Note Purchase Agreements referred to below), payable semiannually
as aforesaid (or, at the option of the registered holder hereof, on demand), at
a rate per annum equal to 8.54%.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America in Chicago, Illinois, at the principal office of Bank of America
Illinois in such jurisdiction, or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.
This Note is one of a series of Senior Notes (herein called the
"NOTES") issued pursuant to separate Note Purchase Agreements, dated as of
July 7, 1995 (as amended by the Amendment of Note Purchase Agreement dated as of
June 30, 1996, Amendment No. 2 to Note Purchase Agreement dated as of December
13, 1996, Amendment No. 3 to Note Purchase Agreement dated as of March 10, 1997,
and the Fourth Amendment to Note Purchase Agreement dated as of October 17,
1997, and as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), by and
among CANDLE CORPORATION WORLDWIDE, INC., CANDLE CORPORATION OF AMERICA,
PARTYLITE GIFTS, INC., the COMPANY and the respective Purchasers named therein
and is entitled to the benefits thereof. This Note amends and restates one of a
series of Senior Notes originally issued under a Note Purchase Agreement, dated
as of July 7, 1995. Each holder of this Note will be deemed, by its acceptance
hereof, (I) to have agreed to the confidentiality provisions set forth in
Section 21 of the Note Purchase Agreements and (II) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreements.
This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.
The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreements. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreements, but not
otherwise.
If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.
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SPECIMEN
2
This Note shall be construed and enforced in accordance with the laws
of the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
BLYTH INDUSTRIES, INC.
SPECIMEN
By
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