0001104659-03-023416 Sample Contracts

BLYTH, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 22nd, 2003 • Blyth Inc • Miscellaneous manufacturing industries • New York

The Senior Notes are to be issued pursuant to an indenture (the “Indenture”), dated as of May 20, 1999, between the Company and Wachovia Bank, National Association, a national banking association as successor to First Union National Bank, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the First Supplemental Indenture, dated as of September 29, 1999, between the Company and the Trustee and the Second Supplemental Indenture, to be dated October 23, 2003, between the Company and the Trustee establishing the form and terms of the Senior Notes pursuant to Section 2.01 of the Indenture. Copies of the Indenture, in substantially final form, have been delivered to each of the Underwriters.

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 22nd, 2003 • Blyth Inc • Miscellaneous manufacturing industries • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of October 23, 2003 (this “Second Supplemental Indenture”), between BLYTH, INC., a Delaware corporation (such corporation or, subject to Article Nine of the Indenture, its successors and assigns, the “Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association as successor to First Union National Bank (such corporation or, subject to Article Five of the Indenture, its successors and assigns as Trustee under this Indenture, the “Trustee”).

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