First Amendment to Membership Interest Purchase Agreement



 Exhibit 10.13 
 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT 
 FIRST
AMENDMENT, dated as of October 21, 2008 (this “Amendment”), to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of August 4, 2008, by and among Blyth, Inc., a Delaware
corporation (“Parent”), Blyth VSH Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Buyer”), ViSalus Holdings, LLC, a Delaware limited liability company (the
“Company”), and all of the members of the Company, each of whose names are listed on Exhibit A to the Purchase Agreement (each, individually, a “Seller” and, collectively, the “Sellers”).

 W I T N E S S E T H 
 WHEREAS, the Parent, the Buyer, the Company and Sellers have agreed to amend certain provisions of the Purchase Agreement, in the manner, and on the terms and conditions, provided for herein; and

 WHEREAS, pursuant to Section 13.6 of the Purchase Agreement, any amendment, modification or waiver must be
effected by a written instrument signed by the parties to the Purchase Agreement (the “Parties”) or, in the case of a waiver, by the party waiving compliance. 
 NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Purchase Agreement. 
 2. Amendment to Section 13.1(n). Section 13.1(n) of the Purchase Agreement hereby is
amended and restated to read in its entirety as follows: 
 “EBITDA”, subject to the provisions of
Section 7.21, means, with respect to the Company and its Subsidiaries for any fiscal year ending on the date of computation thereof, the sum of, without duplication, (i) Net Income, (ii) Interest Expense,
(iii) taxes on income, (iv) amortization, and (v) depreciation, and excluding any increase or decrease to Net Income as a result of the change in the investment value, or earnings or losses, of Solution X Global, LLC, all as
determined in accordance with GAAP. 
 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 4. This Amendment may be executed by facsimile and in any number
of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one instrument. 







 5. The Purchase Agreement and this Amendment constitute the entire agreement among the
parties relative to the specific subject matter hereof. Except as amended hereby, the Purchase Agreement remains in full force and effect in accordance with its original terms. Hereinafter, all references to the Purchase Agreement shall refer to the
Agreement as amended hereby. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the day and year first above written. 
  

					
	Buyer:	 	BLYTH VSH ACQUISITION CORPORATION
			
		 	By:	 	 /s/ Michael S. Novins

		 		 	Name: Michael S. Novins
		 		 	Title: Vice President and General Counsel
		
	Company:	 	VISALUS HOLDINGS, LLC
			
		 	By:	 	 /s/ Ryan Blair

		 		 	Name: Ryan Blair
		 		 	Title: President and Chief Executive Officer
		
	Parent	 	BLYTH, INC.
			
		 	By:	 	 /s/ Michael S. Novins

		 		 	Name: Michael S. Novins
		 		 	Title: Vice President and General Counsel

 [additional signature pages follow] 

  
 Signature
Page to First Amendment to Membership Interest Purchase Agreement 
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 Sellers: 
  

					
		 	ROPART ASSET MANAGEMENT FUND, LLC
			
		 	By:	 	 /s/ Todd A. Goergen

		 		 	Name: Todd A. Goergen
		 		 	Title: Managing Member
		
		 	ROPART ASSET MANAGEMENT FUND II, LLC
			
		 	By:	 	 /s/ Todd A. Goergen

		 		 	Name: Todd A. Goergen
		 		 	Title: Managing Member
		
		 	 /s/ Ryan Blair

		 	Ryan Blair
		
		 	 /s/ Blake Mallen

		 	Blake Mallen
		
		 	 /s/ Nick Sarnicola

		 	Nick Sarnicola
		
		 	JOHN K. TOLMIE TRUST U/A/D 11/6/06
			
		 	By:	 	 /s/ John K. Tolmie

		 		 	Name: John K. Tolmie
		 		 	Title: Trustee
		
		 	 /s/ Josh Beal

		 	Josh Beal
		
		 	 /s/ John Laun

		 	John Laun


  
 Signature
Page to First Amendment to Membership Interest Purchase Agreement 
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 Sellers (continued): 

 

	
	 /s/ Philip Gomez

	Philip Gomez
	
	 /s/ Erik Abel

	Erik Abel
	
	 /s/ Audrey Sommerfeld

	Audrey Sommerfeld
	
	 /s/ Zorca Bosev

	Zorca Bosev
	
	 /s/ Adam Wescott

	Adam Wescott
	
	 /s/ Rich Pala

	Rich Pala
	
	 /s/ Ridgely Goldsborough

	Ridgely Goldsborough



  
 Signature
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