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
YCC Holdings LLC c/o The Yankee Candle Company, Inc.Yankee Finance, Inc. • June 10th, 2011 • Miscellaneous manufacturing industries
This letter agreement (“Consent Letter”) is being delivered to you in connection with Amendment No. 1 to the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission, which relates to the Company’s registration of its new 10.25%/11% Senior Notes due 2016. The Company requests your consent to be named in the Registration Statement as the source for the industry data specifically attributed to it in the “Business — Industry Overview” section of the Registration Statement and to be named as an expert with respect to those statements.
YANKEE CANDLE INVESTMENTS LLC UNITHOLDERS AGREEMENTUnitholders Agreement • July 1st, 2011 • Yankee Finance, Inc. • Miscellaneous manufacturing industries • 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
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 • July 1st, 2011 • Yankee Finance, Inc. • 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.
