Exhibit 5
May 1, 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.
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: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
AGREED AND ACCEPTED THIS
1st day of May, 1999
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY
MANAGEMENT BUYOUT PARTNERSHIP - VI, L.P.
By: FLC XXIX Partnership, L.P.
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx, a General Partner
May 1, 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.
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: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
AGREED AND ACCEPTED THIS
1st day of May, 1999
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP - V, L.P.
By: FLC XXX Partnership,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx, a General Partner
