ASSUMPTION AGREEMENT
This Assumption Agreement (this "Assumption Agreement") is dated as of
October 17, 1997 and entered into by and between CANDLE CORPORATION WORLDWIDE,
INC., a Delaware corporation ("WORLDWIDE"), CANDLE CORPORATION OF AMERICA, a New
York corporation ("CANDLE AMERICA"), PARTYLITE GIFTS, INC., a Delaware
corporation ("PARTYLITE"; each of Worldwide, Candle America and PartyLite being
referred to herein as an "ASSIGNOR" and collectively as the "ASSIGNORS"), and
BLYTH INDUSTRIES, INC., a Delaware corporation (the "ASSIGNEE") in favor of each
of the holders of the Notes referred to below.
RECITALS
A. Assignors have entered into separate and several Note Purchase
Agreements each dated 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 amended from time to time, the "Note Agreements")
with each of the purchasers whose names appear on the signature pages thereof
and have issued $25,000,000 aggregate principal amount of their 7.54% Senior
Notes due June 30, 2005, as amended and restated (the "Notes"), all of which
principal amount is presently outstanding.
B. Assignors and Assignee have entered into a Fourth Amendment to
Note Purchase Agreements dated as of October 17, 1997 (the "Fourth Amendment")
with each of the holders of the Notes.
C. It is a condition precedent to the effectiveness of the Fourth
Amendment that Assignee assume all of Assignors' payment obligations under each
of the Note Agreements and the Notes pursuant to this Assumption Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. DEFINED TERMS. Each capitalized term in this Assumption
Agreement not otherwise defined shall have the meaning ascribed to it in the
Note Agreements.
Section 2. ASSUMPTION.
(a) Assignee hereby assumes from Assignors all of Assignors' payment
obligations arising under and in connection with each of the Note Agreements and
the Notes; provided that Assignors shall continue to be a party to the Note
Agreements and to be bound by the terms thereof other than those relating to
payment of principal of
and interest and Make-Whole Amount on the Notes. After giving effect to the
foregoing assumption, Assignors' liability with respect to such payment
obligations under and in connection with the Notes shall only be pursuant to
and as set forth in the Guaranty Agreements.
(b) This Assumption Agreement shall be binding upon and inure to the
benefit of Assignors and Assignee and their respective successors and assigns
and shall inure to the benefit of each of the holders of the Notes and its
successors and assigns.
Section 3. FURTHER ASSURANCES. The Assignors and Assignee hereby
agree that, from time to time upon the request of the other party or any holder
of a Note, they shall take such additional actions and execute such additional
documents and instruments as the other party or any holder of a Note may
reasonably request to effect the transactions contemplated by, and to carry out
the intent of, this Assumption Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
CANDLE CORPORATION WORLDWIDE, INC.
(ASSIGNOR)
By /s/ Xxxxxx X. Xxxx
___________________________
Xxxxxx X. Xxxx
Vice President, Chief Financial Officer
and Treasurer
CANDLE CORPORATION OF AMERICA
(ASSIGNOR)
By /s/ Xxxxxx X. Xxxx
___________________________
Xxxxxx X. Xxxx
Senior Vice President and Treasurer
PARTYLITE GIFTS, INC.
(ASSIGNOR)
By /s/ Xxxxxx X. Xxxx
___________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
BLYTH INDUSTRIES, INC.
(ASSIGNEE)
By /s/ Xxxxxx X. Xxxx
___________________________
Xxxxxx X. Xxxx
Chief Financial Officer
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