YCC HOLDINGS LLC A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 8, 2011Limited Liability Company Agreement • April 14th, 2011 • Yankee Finance, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 8, 2011 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.
YANKEE CANDLE INVESTMENTS LLC CLASS C EXECUTIVE UNIT EXCHANGE AGREEMENTExecutive Unit Exchange Agreement • April 14th, 2011 • Yankee Finance, Inc. • Delaware
THIS CLASS C EXECUTIVE UNIT EXCHANGE AGREEMENT is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the “Company”), and «First_Name» «Last_Name» (“Executive”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 6 hereof.
YANKEE CANDLE INVESTMENTS LLC CLASS A UNIT EXCHANGE AGREEMENTClass a Unit Exchange Agreement • April 14th, 2011 • Yankee Finance, Inc. • Delaware
THIS CLASS A UNIT EXCHANGE AGREEMENT (this “Agreement”) is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the “Company”), and «First_Name» «Last_Name» (“Recipient”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings set forth in Section 9 hereof.
YANKEE CANDLE INVESTMENTS LLC UNITHOLDERS AGREEMENTUnitholders Agreement • April 14th, 2011 • Yankee Finance, Inc. • Delaware
THIS UNITHOLDERS AGREEMENT (this “Agreement”) is made as of February 8, 2011, by and among Yankee Candle Investments LLC, a Delaware limited liability company (the “Company”), Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership (“MDCP-A”), Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership (“MDCP-C”) and Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP Executive” and collectively with MDCP-A and MDCP-C, “MDCP”). The Persons other than MDCP listed on the Schedule of Unitholders attached hereto, as well as any other Person who, at any time, acquires Company Units in accordance with the terms of the Limited Liability Company Agreement and this Agreement are referred to herein as an “Other Unitholder” and collectively, the “Other Unitholders”. MDCP and the Other Unitholders are collectively referred to herein as the “Unitholders” and individually as a “Unitholder.” Except as otherwise provided here
