REGISTRATION RIGHTS AGREEMENT Dated as of February 6, 2007, by and among Yankee Acquisition Corp., Yankee Holding Corp. and Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 6, 2007, by and among Yankee Acquisition Corp., a Massachusetts corporation that shall be merged with and into The Yankee Candle Company Inc., a Massachusetts corporation as the surviving corporation (the “Company”), Yankee Holding Corp., a Delaware corporation (the “Parent Guarantor”), and Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s $325,000,000 aggregate principal amount of 8 1/2% Senior Notes due 2015 (the “Senior Notes”) and $200,000,000 aggregate principal amount of 9 3/4% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes” and, together with the Senior Notes, collectively, the “Notes”), pursuant to the Purchase Agreement (as defined below).
CREDIT AGREEMENT among YANKEE HOLDING CORP., as a Guarantor YANKEE ACQUISITION CORP., as Initial Borrower, THE YANKEE CANDLE COMPANY, INC., as Company or Surviving Borrower, as applicable The Several Lenders from Time to Time Parties Hereto, LEHMAN...Credit Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT, dated as of February 6, 2007, among YANKEE HOLDING CORP., a Delaware corporation (the “Parent”), YANKEE ACQUISITION CORP., a Massachusetts corporation (the “Initial Borrower”), THE YANKEE CANDLE COMPANY, INC., a Massachusetts corporation (the “Company” or the “Surviving Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, MERRILL LYNCH CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication Agent”), SOVEREIGN BANK and WELLS FARGO RETAIL FINANCE, LLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners.
ContractGuaranty Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries
The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of February 6, 2007 (as amended and supplemented from time to time, the “Indenture”), by and among The Yankee Candle Company, Inc., a Massachusetts corporation (the “Company”), the Guarantors party thereto and the Trustee, have guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 8 1/2% Senior Notes due 2015 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms se
YCC HOLDINGS LLC CLASS B EXECUTIVE UNIT PURCHASE AGREEMENTClass B Executive Unit Purchase Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Delaware
THIS CLASS B EXECUTIVE UNIT PURCHASE AGREEMENT is made as of February 6, 2007, by and between YCC Holdings LLC, a Delaware limited liability company (the “Company”), and «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.
YCC Holdings LLC CLASS A UNIT PURCHASE AGREEMENTClass a Unit Purchase Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Delaware
THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of February 6, 2007, by and between YCC Holdings LLC, a Delaware limited liability company (the “Company”), and «Name» (“Purchaser”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings set forth in Section 10 hereof.
AGREEMENT AND PLAN OF MERGER AMONG YCC HOLDINGS LLC, YANKEE ACQUISITION CORP. AND THE YANKEE CANDLE COMPANY, INC. DATED AS OF OCTOBER 24, 2006Merger Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement“), dated as of October 24, 2006, by and among YCC Holdings LLC, a Delaware limited liability company (“Parent“); Yankee Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of Parent (“Sub“); and The Yankee Candle Company, Inc., a Massachusetts corporation (the “Company“).
ContractGuaranty Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries
The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of February 6, 2007 (as amended and supplemented from time to time, the “Indenture”), by and among Yankee Acquisition Corp., a Massachusetts corporation, that shall be merged with and into The Yankee Candle Company, Inc., a Massachusetts corporation as the surviving corporation (the “Company”), the Guarantors party thereto and the Trustee, have guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 9 3/4% Senior Subordinated Notes due 2017 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the du
Joinder AgreementJoinder Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
WHEREAS, Yankee Acquisition Corp., a Massachusetts corporation (“Merger Sub”), Yankee Holding Corp., a Delaware corporation (“Parent Guarantor”), Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers (“Initial Purchasers”), heretofore executed and delivered a Purchase Agreement (the “Purchase Agreement”), dated February 1, 2007.
YCC HOLDINGS LLC UNITHOLDERS AGREEMENTUnitholders Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Delaware
THIS UNITHOLDERS AGREEMENT (this “Agreement”) is made as of February 6, 2007, by and among YCC Holdings 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”), Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP Executive” and collectively with MDCP-A and MDCP-C, “MDCP”), and each of the other Persons 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 (each, 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 herein, capitalized terms used herein
ContractSupplemental Indenture • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 6, 2007, among The Yankee Candle Company, Inc., a Massachusetts corporation (as successor to the Issuer (as defined below), the “Company”) and Yankee Candle Restaurant Corp., a Delaware corporation, Quality Gift Distributors, Inc., a Delaware corporation, Aroma Naturals, Inc., a Delaware corporation and Yankee Candle Admin, LLC, a Virginia limited liability company (collectively, the “Subsidiary Guarantors”) and HSBC Bank USA N.A., as trustee (the “Trustee”).
YCC Holdings LLC CLASS A UNIT PURCHASE AGREEMENTClass a Unit Purchase Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Delaware
THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of February 6, 2007, by and between YCC Holdings LLC, a Delaware limited liability company (the “Company”), and Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership, and Madison Dearborn Partners V Executive-A, L.P., a Delaware limited partnership (collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings set forth in Section 10 hereof.
YCC HOLDINGS LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 6, 2007Limited Liability Company Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Delaware
This Limited Liability Company Agreement (this “Agreement”) of YCC Holdings LLC, a Delaware limited liability company (the “Company”), dated and effective as of February 6, 2007, is adopted and entered into by and among the Initial Members identified on Schedule A attached hereto. Capitalized terms used but not otherwise defined herein shall have the meanings accorded to them in Section 1.1 hereof.
Registration Rights Joinder AgreementRegistration Rights Joinder Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
WHEREAS, Yankee Acquisition Corp., a Massachusetts corporation (“Merger Sub”), Yankee Holding Corp., a Delaware corporation (“Parent Guarantor”) and Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Initial Purchasers named therein (the “Initial Purchasers”) heretofore executed and delivered a Registration Rights Agreement (“Registration Rights Agreement”), dated February 6, 2007, providing for the registration of notes substantially similar to the Notes (as defined therein).
YCC HOLDINGS LLC MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Illinois
This MANAGEMENT SERVICES AGREEMENT (“Agreement”), effective as of February 6, 2007, by and between the Yankee Candle Company, Inc., a Massachusetts corporation (the “Company”), and Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (the “Advisor”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries
THIS AGREEMENT is made as of February 6, 2007, among The Yankee Candle Company, Inc., a Massachusetts corporation (the “Company”), and Mr. Craig Rydin (“Executive”).
PURCHASE AGREEMENTPurchase Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
Yankee Acquisition Corp., a Massachusetts corporation (“Merger Sub”), proposes, upon the terms and conditions set forth herein, to issue and sell to the several initial purchasers named in Schedule I (collectively, the “Initial Purchasers”), $325,000,000 in aggregate principal amount of its 8 1/2% Senior Notes due 2015 (the “Senior Notes”) and $200,000,000 in aggregate principal amount of its 9 3/4% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes” and together with the Senior Notes, collectively, the “Notes”).
GUARANTEE AND COLLATERAL AGREEMENT made by YANKEE HOLDING CORP., YANKEE ACQUISITION CORP., as Initial Borrower, THE YANKEE CANDLE COMPANY, INC., as Company or Surviving Borrower, as applicable and the SUBSIDIARY GUARANTORS party hereto in favor of...Guarantee and Collateral Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 6, 2007, made by each of the signatories hereto, in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “ Lenders”) from time to time parties to the Credit Agreement, dated as of February 6, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Yankee Holding Corp., a Delaware corporation (the “Parent”), Yankee Acquisition Corp., a Massachusetts corporation (the “Initial Borrower”), The Yankee Candle Company, Inc., a Massachusetts corporation (the “Company” or “Surviving Borrower”), the Lenders, the Administrative Agent, Merrill Lynch Capital Corporation as Syndication Agent, Sovereign Bank and Wells Fargo Retail Finance, LLC, as Co-Documentation Agents and Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and J
ContractSupplemental Indenture • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 6, 2007, among The Yankee Candle Company, Inc., a Massachusetts corporation (as successor to the Issuer (as defined below), the “Company”) and Yankee Candle Restaurant Corp., a Delaware corporation, Quality Gift Distributors, Inc., a Delaware corporation, Aroma Naturals, Inc., a Delaware corporation and Yankee Candle Admin, LLC, a Virginia limited liability company (collectively, the “Subsidiary Guarantors”) and HSBC Bank USA N.A., as trustee (the “Trustee”).
SINGLE MEMBER OPERATING AGREEMENT OF YANKEE CANDLE ADMIN LLC A VIRGINIA LIMITED LIABILITY COMPANY June 30, 2005Operating Agreement • March 30th, 2007 • Yankee Holding Corp. • Miscellaneous manufacturing industries • Virginia
As of June 29, 2005, The Yankee Candle Company, Inc., as the sole member (the “Member”) of Yankee Candle Admin LLC (the “Company”), a limited liability company formed pursuant to the Virginia Limited Liability Company Act (as amended and in effect from time to time, the “Act”), hereby sets forth the Operating Agreement of the Company as follows:
