Exhibit 10.13
________, 1999
Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership - VI, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This letter will confirm our agreement that in connection with and in
consideration for your participation in the proposed liquidation of Yankee
Candle Holdings Corp. and public offering of common stock of The Yankee Candle
Company, Inc. (the "Company"), Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership - VI, L.P. ("Investor"), will be entitled
to the following contractual management rights relating to the Company so long
as Investor shall own any voting securities of the Company (collectively, the
"Management Rights"):
(1) Investor shall be entitled to consult with and advise management of the
Company on significant business issues, including management's proposed
annual operating plans, and management will meet with representatives of
Investor (the "Representatives") at the Company's facilities at mutually
agreeable times for such consultation and advice, including to review
progress in achieving said plans. The Company shall give Investor
reasonable advance written notice of any significant new initiatives or
material changes to existing operating plans and shall afford Investor
adequate time to meet with management to consult on such initiatives or
changes prior to implementation. The Company agrees to give due
consideration to the advice given and any proposals made by Investor;
(2) Investor may inspect all contracts, books, records, personnel, offices and
other facilities and properties of the Company and, to the extent
available to the Company after the Company uses reasonable efforts to
obtain them, the records of its legal advisors and accountants, including
the accountants' work papers, and Investor may make such copies and
inspections thereof as Investor may reasonably request. The Company shall
furnish Investor with such financial and operating data and other
information with respect to the business and properties of the Company as
the Investor may request. The Company shall permit the Representatives to
discuss the affairs, finances and accounts of the Company with, and to
make proposals and furnish advice with respect thereto, the principal
officers of the Company;
(3) Investor shall have the following rights regarding the appointment of a
representative to the Company's Board of Directors (the "Board"). Investor
shall provide to the Board, a reasonable period of time before the Board
or the Company distributes to stockholders a proxy statement or other
materials in connection with the election of directors, the name of
Investor's nominee as director (the "Nominee"), as well as any other
information regarding the Nominee as the Company may reasonably request.
The selection by Investor of the Nominee shall be made after consultation
with the Company, and Investor shall not designate a Nominee who is
unsatisfactory to the existing directors. The Board and/or the Company
shall include the Nominee as one of the persons recommended by the Board
for election as a director of the Company, solicit proxies from
stockholders in favor of the election of the Nominee as a director, and
otherwise use all reasonable efforts to cause the Nominee to be elected as
a director of the Company. In the event the Nominee elected to the Board
shall cease to serve as a director for any reason, the Board shall fill
the vacancy resulting therefrom with another Nominee. If the Company has a
classified Board of Directors, Investor shall only be required to
designate a Nominee, and the Company shall only be required to take steps
to cause the Nominee to be elected, in the year in which the Nominee's
class of directors is up for election. The Board shall not be required to
fulfill its obligations under this paragraph to the extent that doing so
would be in contravention of its fiduciary duties to the Company's
stockholders; and
(4) At any time during which Investor does not have a representative on the
Board, the Company shall, after receiving notice from Investor as to the
identity of any Representative, (i) permit a Representative to attend all
Board meetings and all committees thereof as an observer; (ii) provide the
Representative advance notice of each such meeting, including such
meeting's time and place, at the same time and in the same manner as such
notice is provided to the members of the Board (or such committee thereof)
and copies of all materials distributed to the members of the Board (or
such committee thereof) at the same time as such materials are distributed
to such Board (or such committee thereof) and shall permit the
Representative to have the same access to information concerning the
business and operations of the Company; and (iii) permit the
Representative to discuss the affairs, finances and accounts of the
Company with, and to make proposals and furnish advice with respect
thereto to, the Board, without voting, and the Board and the Company's
officers shall take such proposals or advice seriously and give due
consideration thereto. Reasonable costs and expenses incurred by the
Representative for the purposes of attending Board (or committee) meetings
and conducting other Company business will be paid by the Company.
-2-
Investor agrees, and shall cause each of its Representatives to agree, to
hold in confidence and trust and not use or disclose any confidential
information provided to or learned by it in connection with the exercise of
Investor's Management Rights under this letter agreement, unless otherwise
required by law or unless such confidential information otherwise becomes
publicly available or available to it other than through this letter agreement.
Very truly yours,
THE YANKEE CANDLE COMPANY, INC.
By:
-------------------------------
Name:
Title:
AGREED AND ACCEPTED THIS
__ day of _____, 1999
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP - VI, L.P.
By: FLC XXIX Partnership,
its General Partner
By:
----------------------------------------
, a General Partner
-3-
________, 1999
Forstmann Little & Co. Equity Partnership - V, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This letter will confirm our agreement that in connection with and in
consideration for your participation in the proposed liquidation of Yankee
Candle Holdings Corp. and public offering of common stock of The Yankee Candle
Company, Inc. (the "Company"), Forstmann Little & Co. Equity Partnership - V,
L.P. ("Investor"), will be entitled to the following contractual management
rights relating to the Company so long as Investor shall own any voting
securities of the Company (collectively, the "Management Rights"):
(1) Investor shall be entitled to consult with and advise management of the
Company on significant business issues, including management's proposed
annual operating plans, and management will meet with representatives of
Investor (the "Representatives") at the Company's facilities at mutually
agreeable times for such consultation and advice, including to review
progress in achieving said plans. The Company shall give Investor
reasonable advance written notice of any significant new initiatives or
material changes to existing operating plans and shall afford Investor
adequate time to meet with management to consult on such initiatives or
changes prior to implementation. The Company agrees to give due
consideration to the advice given and any proposals made by Investor;
(2) Investor may inspect all contracts, books, records, personnel, offices and
other facilities and properties of the Company and, to the extent
available to the Company after the Company uses reasonable efforts to
obtain them, the records of its legal advisors and accountants, including
the accountants' work papers, and Investor may make such copies and
inspections thereof as Investor may reasonably request. The Company shall
furnish Investor with such financial and operating data and other
information with respect to the business and properties of the Company as
the Investor may request. The Company shall permit the Representatives to
discuss the affairs, finances and accounts of the Company with, and to
make proposals and furnish advice with respect thereto, the principal
officers of the Company;
(3) Investor shall have the following rights regarding the appointment of a
representative to the Company's Board of Directors (the "Board"). Investor
shall provide to the Board, a reasonable period of time before the Board
or the Company distributes to stockholders a proxy statement or other
materials in connection with the election of directors, the name of
Investor's nominee as director (the "Nominee"), as well as any other
information regarding the Nominee as the Company may reasonably request.
The selection by Investor of the Nominee shall be made after consultation
with the Company, and Investor shall not designate a Nominee who is
unsatisfactory to the existing directors. The Board and/or the Company
shall include the Nominee as one of the persons recommended by the Board
for election as a director of the Company, solicit proxies from
stockholders in favor of the election of the Nominee as a director, and
otherwise use all reasonable efforts to cause the Nominee to be elected as
a director of the Company. In the event the Nominee elected to the Board
shall cease to serve as a director for any reason, the Board shall fill
the vacancy resulting therefrom with another Nominee. If the Company has a
classified Board of Directors, Investor shall only be required to
designate a Nominee, and the Company shall only be required to take steps
to cause the Nominee to be elected, in the year in which the Nominee's
class of directors is up for election. The Board shall not be required to
fulfill its obligations under this paragraph to the extent that doing so
would be in contravention of its fiduciary duties to the Company's
stockholders; and
(4) At any time during which Investor does not have a representative on the
Board, the Company shall, after receiving notice from Investor as to the
identity of any Representative, (i) permit a Representative to attend all
Board meetings and all committees thereof as an observer; (ii) provide the
Representative advance notice of each such meeting, including such
meeting's time and place, at the same time and in the same manner as such
notice is provided to the members of the Board (or such committee thereof)
and copies of all materials distributed to the members of the Board (or
such committee thereof) at the same time as such materials are distributed
to such Board (or such committee thereof) and shall permit the
Representative to have the same access to information concerning the
business and operations of the Company; and (iii) permit the
Representative to discuss the affairs, finances and accounts of the
Company with, and to make proposals and furnish advice with respect
thereto to, the Board, without voting, and the Board and the Company's
officers shall take such proposals or advice seriously and give due
consideration thereto. Reasonable costs and expenses incurred by the
Representative for the purposes of attending Board (or committee) meetings
and conducting other Company business will be paid by the Company.
-2-
Investor agrees, and shall cause each of its Representatives to agree, to
hold in confidence and trust and not use or disclose any confidential
information provided to or learned by it in connection with the exercise of
Investor's Management Rights under this letter agreement, unless otherwise
required by law or unless such confidential information otherwise becomes
publicly available or available to it other than through this letter agreement.
Very truly yours,
THE YANKEE CANDLE COMPANY, INC.
By:
-------------------------------
Name:
Title:
AGREED AND ACCEPTED THIS
__ day of _____, 1999
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP - V, L.P.
By: FLC XXIX Partnership,
its General Partner
By:
---------------------------------------
, a General Partner
-3-
