EXHIBIT 99.1
EXECUTION COPY
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT (this "Amendment"), dated as of May 18, 2005, to that
certain Revolving Credit Agreement, dated as of May 19, 2004 (as modified and
supplemented and in effect from time to time, the "Credit Agreement"), among The
Yankee Candle Company, Inc., a corporation organized under the laws of
Massachusetts (the "Borrower"), Citizens Bank of Massachusetts and the other
lending institutions from time to time party thereto (collectively, the
"Lenders") and Citizens Bank of Massachusetts as agent for itself and such other
lending institutions (the "Administrative Agent").
WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders agree to amend certain of the terms and provisions of the Credit
Agreement, as specifically set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENTS TO DEFINITIONS. Section 1.1 of the Credit Agreement is
hereby amended as follows:
(a) The definition of "Applicable Margin" is hereby amended by deleting
the table contained therein and substituting in lieu thereof the following:
PRIME TRANCHE A LETTER OF TRANCHE A
TOTAL CAPITALIZATION RATE LIBOR CREDIT COMMITMENT
LEVEL RATIO LOANS RATE LOANS FEES FEE
----- ----- ----- ---------- ---- ---
I Greater than 0.40:1.00 0.00% 0.850% 0.850% 0.200%
II Less than or equal to
0.40:1.00 but
greater than or equal
to 0.25:1.00 0.00% 0.625% 0.625% 0.150%
III Less than 0.25:1.00 0.00% 0.500% 0.500% 0.125%
(b) The definition of "Fee Letter" is hereby deleted and replaced with the
following:
"Fee Letter. The fee letter dated as of April 25, 2005, as amended
and in effect from time to time, among the Borrower, Citizens and
RBS Securities Corporation, which fee letter replaces and supercedes
the fee letter dated as of March 25, 2004, as amended, between the
Borrower and Citizens."
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(c) The definition of "Permitted Acquisitions" is hereby amended by
deleting clause (xii) contained therein and substituting in lieu thereof the
following::
"(xii) the aggregate amount of the purchase price for all Permitted
Acquisitions consummated on or after the First Amendment Effective
Date shall not exceed $65,000,000."
(d) The definition of "Tranche A Loan Maturity Date" is hereby amended by
deleting the date "May 19, 2007" contained therein and substituting in lieu
thereof the date "May 18, 2010".
(e) The following definitions are hereby added to Section 1.1 of the
Credit Agreement and inserted in correct alphabetical order:
"First Amendment Effective Date. May 18, 2005.
Lead Arranger and Bookrunner. RBS Securities Corporation."
(f) The following definitions are hereby deleted from Section 1.1 of the
Credit Agreement and all references to such defined terms contained in the
Credit Agreement are hereby deleted: "Total Tranche B Commitment"; "Tranche B
Commitment"; "Tranche B Commitment Fee"; "Tranche B LIBOR Rate Loans"; "Tranche
B Loans"; "Tranche B Loan Maturity Date"; "Tranche B Loan Request"; "Tranche B
Notes"; and "Tranche B Note Record".
3. AMENDMENTS TO NEGATIVE COVENANTS.
(a) Section 9.3(h) of the Credit Agreement is hereby amended by deleting
the proviso contained therein and substituting in lieu thereof the following:
"provided that the consideration paid by the Borrower or any of its
Subsidiaries in all such transactions on and after the First
Amendment Effective Date does not exceed in the aggregate
$65,000,000"
(b) Section 9.4(b) of the Credit Agreement is hereby amended by deleting
the text "for such Fiscal Year" contained therein and substituting in lieu
thereof the text "for the prior Fiscal Year"
4. AMENDMENTS TO FINANCIAL COVENANTS.
(a) Section 10.1 of the Credit Agreement is hereby deleted and replaced
with the following:
"10.1. LEVERAGE RATIO. The Borrower shall not permit the Leverage
Ratio as of the end of any Reference Period to exceed 2.25:1.00."
(b) Section 10.3 of the Credit Agreement is hereby deleted and replaced
with the following:
"10.3. CONSOLIDATED NET WORTH. The Borrower will not permit
Consolidated Net Worth to be less than $1.00 at any time."
5. AMENDMENT TO OTHER AGENTS. Section 14.12 of the Credit Agreement is
hereby amended by deleting the text "sole arranger" contained therein and
substituting in lieu thereof the text "Lead Arranger and Bookrunner".
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6. GLOBAL AMENDMENT TO CREDIT AGREEMENT. The text contained in Sections
2.1.2, 2.2.2, 2.3.2, 2.4.2, 2.5(c), 2.6.2, 3.1.2 and 3.2.2 of the Credit
Agreement (including all section headings contained therein) is hereby deleted
and replaced, in each case, with the text "INTENTIONALLY OMITTED."
7. AMENDMENT TO SCHEDULES. (a) Schedule 1 to the Credit Agreement is
hereby deleted and replaced with Schedule 1 attached hereto and (b) Schedule 9.3
to the Credit Agreement is hereby deleted and replaced with Schedule 9.3
attached hereto.
8. AMENDMENT TO FACING PAGE. The facing page of the Credit Agreement is
hereby amended by deleting the text "and sole lead arranger" and inserting the
following text at the end of the facing page:
"and RBS SECURITIES CORPORATION, as Lead Arranger and Bookrunner".
9. AFFIRMATION AND ACKNOWLEDGMENT. The Borrower hereby ratifies and
confirms all of its Obligations to the Lenders, including, without limitation,
the Loans, the Notes and the other Loan Documents, and the Borrower hereby
affirms its absolute and unconditional promise to pay to the Lenders all
Obligations under the Credit Agreement as amended hereby.
10. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Lenders as follows:
(a) The execution and delivery by the Borrower of this Amendment, and the
performance by the Borrower of its obligations and agreements under this
Amendment and the Credit Agreement as amended hereby, are within the corporate
authority of the Borrower and, have been duly authorized by all necessary
corporate proceedings on behalf of the Borrower, and do not contravene any
provision of law, statute, rule or regulation to which the Borrower is subject
or the Borrower's charter, other incorporation papers, by-laws or any stock
provision or any amendment thereof or of any agreement or other instrument
binding upon the Borrower.
(b) This Amendment and the Credit Agreement as amended hereby constitute
legal, valid and binding obligations of the Borrower, enforceable in accordance
with their respective terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights or general principles of equity and except to
the extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.
(c) Other than approvals or consents which have been obtained, no approval
or consent of, or filing with, any governmental agency or authority is required
to make valid and legally binding the execution, delivery or performance by the
Borrower of this Amendment or the Credit Agreement, as amended hereby.
(d) The representations and warranties contained in Section 7 of the
Credit Agreement are true and correct at and as of the date made and as of the
date hereof, except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, or to the extent that such representations
and warranties relate expressly to an earlier date.
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(e) As of the date hereof, after giving effect to the provisions hereof,
there exists no Event of Default or Default.
(f) The projections of the annual operating budgets of the Borrower and
its Subsidiaries on a consolidated basis, balance sheets and cash flow
statements for the 2005 through 2007 Fiscal Years, copies of which have been
delivered to each Lender, disclose all assumptions made with respect to general
economic, financial and market conditions used in formulating such projections.
To the knowledge of the Borrower or any of its Subsidiaries, no facts exist that
(individually or in the aggregate) would result in any material change in any of
such projections. The projections are based upon reasonable estimates and
assumptions, have been prepared on the basis of the assumptions stated therein
and reflect the reasonable estimates of the Borrower and its Subsidiaries of the
results of operations and other information projected therein.
11. RATIFICATION, ETC. Except as expressly amended or waived hereby, the
Credit Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Amendment and the Credit Agreement
shall hereafter be read and construed together as a single document, and all
references in the Credit Agreement or any related agreement or instrument to the
Credit Agreement shall hereafter refer to the Credit Agreement as amended by
this Amendment.
12. EFFECTIVENESS. This Amendment shall become effective as of the date
first written above upon the satisfaction of each of the following conditions,
in each case in a manner satisfactory in form and substance to the
Administrative Agent:
(a) the Administrative Agent shall have received (a) this Amendment signed
by the Borrower, the Administrative Agent and the Lenders and (b) amended and
restated Tranche A Notes in favor of each Lender and signed by the Borrower;
(b) the Administrative Agent shall have received from the Borrower board
resolutions authorizing the Borrower to enter into and carry out the terms of
this Amendment, the Credit Agreement, as amended hereby, and the other Loan
Documents in form and substance satisfactory to the Administrative Agent;
(c) the Administrative Agent shall have received from the Borrower a
certificate of the assistance clerk of the Borrower certifying that there have
been no changes to any of its Governing Documents since the Closing Date;
(d) no Default or Event of Default shall have occurred and be continuing;
(e) the Borrower shall have paid all fees and expenses of the
Administrative Agent and the Lead Arranger and Bookrunner in connection with the
preparation of this Amendment and the transactions contemplated hereby,
including, without limitation, the fees and expenses of counsel to the
Administrative Agent and the Lead Arranger and Bookrunner;
(f) the Borrower shall have paid to the Administrative Agent, for the pro
rata accounts of the Lenders, such fees as shall have been separately agreed
upon in writing in the amounts and at the times specified;
(g) the Administrative Agent shall have received the projections referred
to in Section 10(f) hereof.
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13. COUNTERPARTS. This Amendment may be executed in several counterparts
and by each party on a separate counterpart, each of which when executed and
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Amendment it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.
14. DELIVERY BY FACSIMILE AND ELECTRONIC MAIL. This Amendment, to the
extent signed and delivered by means of a facsimile machine or electronic mail,
shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine or electronic mail to deliver a signature
or the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine or electronic mail as a
defense to the formation of a contract and each party forever waives such
defense.
15. MISCELLANEOUS PROVISIONS.
(a) Except as otherwise expressly provided by this Amendment, all of the
terms, conditions and provisions of the Credit Agreement and the other Loan
Documents shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.
(b) This Amendment shall be construed according to and governed by the
laws of the Commonwealth of Massachusetts.
(c) Pursuant to Section 16.2 of the Credit Agreement, all costs and
expenses incurred or sustained by the Administrative Agent and the Lead Arranger
and Bookrunner in connection with this Amendment, including the fees and
disbursements of legal counsel for the Administrative Agent and the Lead
Arranger and Bookrunner in producing, reproducing and negotiating this
Amendment, will be for the account of the Borrower whether or not this Amendment
is consummated.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the undersigned have duly executed this
Amendment as of the date first set forth above.
THE YANKEE CANDLE COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President, Finance and
Chief Financial Officer
Signature page to First Amendment
CITIZENS BANK OF MASSACHUSETTS,
individually and as Administrative Agent and Issuing
Lender
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Signature page to First Amendment
WACHOVIA BANK, N.A., individually and as
Syndication Agent
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Signature page to First Amendment
FLEET NATIONAL BANK, individually and as
Documentation Agent
By: /s/ Xxxxxxxxxxx X. Gllen
----------------------------------
Name: Xxxxxxxxxxx X. Gllen
Title: SVP
HSBC BANK USA
By: /s/ Xxxxxxxx X.X. Xxxxxxx
----------------------------------
Name: Xxxxxxxx X.X. Xxxxxxx
Title: Assistant Vice President
BANKNORTH, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Signature page to First Amendment
MIZUHO CORPORATE BANK(USA)
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
Signature page to First Amendment
COMERICA BANK
By: /s/ Xxxxxx Xxxx
--------------------------------
Name: Xxxxxx Xxxx
Title: Assistant Vice President
Signature page to First Amendment
SOVEREIGN BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: SVP
SCHEDULE 1
LENDERS, COMMITMENT PERCENTAGES, LENDING OFFICES
TRANCHE A COMMITMENT PERCENTAGE
LENDER TRANCHE A COMMITMENT AND TOTAL COMMITMENT PERCENTAGE
------------------------------ -------------------- -------------------------------
Citizens Bank of Massachusetts $ 48,000,000 19.20%
00 Xxxxx Xxxxxx
Xxxxxx XX 00000
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Wachovia Bank, N.A. $ 38,000,000 15.20%
000 Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
-------------------------------------------------------------------------------------
Fleet National Bank $ 38,000,000 15.20%
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxxxx, XX 00000
-------------------------------------------------------------------------------------
HSBC Bank USA $ 29,000,000 11.60%
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
-------------------------------------------------------------------------------------
Banknorth, N.A. $ 29,000,000 11 .60%
7 New England Executive Park
00xx Xxxxx
Xxxxxxxxxx, XX 00000
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Mizuho Corporate Bank (USA) $ 29,000,000 11.60%
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
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Comerica Bank $ 22,000,000 8.80%
000 Xxxxxxxx Xxxxxx
0xx Xxxxx, XX 0000
Xxxxxxx, XX 00000-0000
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Sovereign Bank $ 17,000,000 6.80%
0000 Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
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TOTAL $250,000,000 100%
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Signature page to First Amendment
SCHEDULE 9.3
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EXISTING INVESTMENTS
None.
