Common use of Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock Clause in Contracts

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that (i) the Company and any Restricted Subsidiary (other than Yankee Candle or any of its Subsidiaries) may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary (other than Yankee Candle or any of its Subsidiaries) may issue Preferred Stock if the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries (on a consolidated basis) for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, and (ii) Yankee Candle and any Restricted Subsidiary of Yankee Candle may incur Indebtedness (including Acquired Debt) and may issue Preferred Stock if the Fixed Charge Coverage Ratio of Yankee Candle and its Restricted Subsidiaries (on a consolidated basis) for Yankee Candle’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. The first paragraph of this Section 4.9 will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively collectively, “incur”) any Indebtedness (including Acquired Debt) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stockpreferred stock; provided, however, that (ix) the Company and any Restricted Subsidiary (other than Yankee Candle or any of its Subsidiaries) may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary (other than Yankee Candle or any issue shares of its Subsidiaries) may issue Preferred Disqualified Stock if the Fixed Charge Coverage Ratio of the Company (1) no Default shall have occurred and its Restricted Subsidiaries be continuing or would occur as a consequence thereof and (on a consolidated basis2) for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Debt to Adjusted Consolidated Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock, after giving pro forma effect to such incurrence or issuance as of such date on which such additional Indebtedness is incurred or such Preferred Stock is issued and to the use of proceeds therefrom would have been at least 2.0 no greater than 8.5 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, and (iiy) Yankee Candle and any Restricted Subsidiary of Yankee Candle SBA Senior Finance may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and may issue Preferred Stock if the Fixed Charge Coverage Ratio of Yankee Candle and its other Restricted Subsidiaries of the Company may incur Indebtedness or issue preferred stock if, in each case, (on 1) no Default shall have occurred and be continuing or would occur as a consolidated basisconsequence thereof and (2) for Yankee CandleSBA Senior Finance’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Debt to Adjusted Consolidated Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock, after giving pro forma effect to such incurrence or issuance as of such date on which such additional Indebtedness is incurred or such Preferred Stock is issued and to the use of proceeds therefrom, would have been at least 2.0 no greater than 5.5 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period1.0. The first paragraph of this Section 4.9 will covenant shall not prohibit apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):) if no Default shall have occurred and be continuing or would occur as a consequence thereof:

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively collectively, “incur”) any Indebtedness (including Acquired Debt) ), the Company will not, and will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock, and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stockpreferred securities; provided, however, that (i) the Company and any Restricted Subsidiary (other than Yankee Candle or any of its Subsidiaries) Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary (other than Yankee Candle or any of its Subsidiaries) may issue Preferred Disqualified Stock if the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries (on a consolidated basis) or preferred securities, if, for the Company’s 's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Disqualified Stock is issued or preferred securities are issued, the Fixed Charge Coverage Ratio would have been at least 2.0 to 1.0 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Disqualified Stock or preferred securities had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, and (ii) Yankee Candle and any Restricted Subsidiary of Yankee Candle may incur Indebtedness (including Acquired Debt) and may issue Preferred Stock if the Fixed Charge Coverage Ratio of Yankee Candle and its Restricted Subsidiaries (on a consolidated basis) for Yankee Candle’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. The first paragraph of this Section 4.9 4.09 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):) or the issuance of any preferred securities described in clause (11) below:

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock. The Company will Co-Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively collectively, “incur”) any Indebtedness (including Acquired Debt) and the Co-Issuer and the Company will not issue any Disqualified Stock and will not permit any of its the Co-Issuer’s Restricted Subsidiaries (other than the Company) to issue any shares of Preferred Stockpreferred stock; provided, however, that (ix) the Company and any Restricted Subsidiary (other than Yankee Candle or any of its Subsidiaries) Co-Issuer may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary (other than Yankee Candle or any issue shares of its Subsidiaries) may issue Preferred Disqualified Stock if (1) no Default shall have occurred and be continuing or would occur as a consequence thereof and (2) the Fixed Charge Coverage Co-Issuer’s Debt to Adjusted Consolidated Cash Flow Ratio at the time of incurrence of such Indebtedness or the Company issuance of such Disqualified Stock, after giving pro forma effect to such incurrence or issuance as of such date and its Restricted Subsidiaries (on a consolidated basis) for to the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued use of proceeds therefrom, would have been at least 2.0 no greater than 7.75 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, and (iiy) Yankee Candle and any Restricted Subsidiary of Yankee Candle the Company may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and may issue Preferred Stock if the Fixed Charge Coverage Ratio of Yankee Candle and its other Restricted Subsidiaries of the Co-Issuer may incur Indebtedness or issue preferred stock if, in each case, (on 1) no Default shall have occurred and be continuing or would occur as a consolidated basisconsequence thereof, (2) for Yankee Candlethe Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Debt to Adjusted Consolidated Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock, after giving pro forma effect to such incurrence or issuance as of such date on which such additional Indebtedness is incurred or such Preferred Stock is issued and to the use of proceeds therefrom, would have been at least 2.0 no greater than 4.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period1.0. The first paragraph of this Section 4.9 will covenant shall not prohibit apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):) if no Default shall have occurred and be continuing or would occur as a consequence thereof: