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EXHIBIT 10.1
April 25, 2005
RE: The Yankee Candle Company, Inc. -
Commitment Letter
Mr. Bruce H. Besanko
Senior Vice President, Finance &
Chief Financial Officer
The Yankee Candle Company, Inc.
16 Yankee Candle Way
South Deerfield, MA 01373
Dear Bruce,
Citizens Bank of Massachusetts ("Citizens")
is pleased to advise you of its
commitment to provide up to $60,000,000 of
a new $250,000,000 senior credit
facility (the "Facility") to The Yankee
Candle Company, Inc. (the "Company")
subject to the terms and conditions set
forth or referred to in this commitment
letter (the "Commitment Letter") and the
summary of terms and conditions (the
"Term Sheet") dated April 25, 2005 which is
attached as an exhibit. Capitalized
terms used but not defined herein are used
with the meanings assigned to them in
the Term Sheet.
Citizens will act as sole and exclusive
Administrative Agent for the Facility.
RBS Securities Corporation ("RBS
Securities") will act as sole and exclusive
lead arranger and sole and exclusive
bookrunner for the the Facility. RBS
Securities intends to syndicate the
Facility to a group of financial
institutions (together with Citizens, the
"Lenders") identified by us in
consultation with you. RBS Securities
intends to begin syndication efforts
promptly, and you agree to actively assist
RBS Securities in its attempts to
complete a successful syndication of the
Facility. Such assistance shall
include: (a) your providing and causing
your advisors to provide RBS Securities,
Citizens, and the other Lenders upon
request with all information deemed
reasonably necessary by us to complete the
syndication, (b) your using
commercially reasonable efforts to ensure
that the syndication efforts benefit
materially from your existing banking
relationships, (c) your assistance with
respect to RBS Securities' preparation of a
confidential information memorandum
and other marketing materials to be used in
connection with the syndication, and
(d) otherwise assisting RBS Securities in
our syndication efforts, including by
making senior management and advisors of
the Company available from time to time
to make presentations regarding the
business and prospects of the Company, as
appropriate, at one or more meetings of
prospective Lenders.
Although the Term Sheet sets forth the
principal terms of the proposed
financing, you should understand that
Citizens and RBS Securities reserve the
right to propose terms in addition to these
terms which will not substantially
change or alter the terms of this
commitment and the enclosed materials.
Moreover, the Term Sheet does not purport
to include all of the customary
representations, warranties, defaults,
definitions and other terms which will be
contained in the definitive documents for
the transaction, all of which must be
satisfactory in form and substance to us
and our counsel and to you and your
counsel prior to proceeding with the
proposed financing.
The commitment of Citizens hereunder and
RBS Securities' agreement to perform
the services described herein are subject
to the satisfaction of each of the
following conditions precedent in a manner
acceptable to us: (a) each of the
other conditions set forth herein or
referred to in the Term Sheet, (b)
Citizens' and RBS Securities' satisfaction
that prior to and during the
syndication of the Facility there shall be
no competing offering, placement or
arrangement of any debt securities or bank
financing, either in progress or
announced, by or on behalf of the Company,
(c) the negotiation, execution and
delivery of definitive documentation with
respect to the Facility consistent
with the Term Sheet and satisfactory to RBS
Securities, Citizens, the other
Lenders and our counsel no later than May
18, 2005, and (d) our not becoming
aware after the date hereof of
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any information or other matter affecting
the Company, or the transactions
contemplated hereby which is inconsistent
in a material and adverse manner with
any such information or other matter
disclosed to RBS Securities, Citizens or
the other Lenders prior to the date hereof
(in which case, we may, in our sole
discretion, suggest alternate financing
amounts or structures or the provision
of security or other conditions that ensure
adequate protection for the Lenders
or at our election, terminate this letter
and any commitment or undertaking
hereunder).
You hereby represent and covenant that: (a)
all information other than financial
projections (the "Projections") that has
been or will be made available by you
or any of your representatives is or will
be, when furnished, complete and
correct in all material respects and does
not or will not, when furnished,
contain any untrue statement of a material
fact or omit to state a material fact
necessary in order to make the statements
contained therein not materially
misleading in light of the circumstances
under which such statements are made,
and (b) the Projections that have been or
will be made available by you or any
of your representatives have been or will
be prepared in good faith based upon
reasonable assumptions. You agree to
furnish Citizens and RBS Securities with
such information and Projections as we may
reasonably request and to supplement
the information and the Projections from
time to time until the closing date for
the Facility so that the representation and
warranty and covenant in the
preceding sentence is correct on such
closing date. You understand that in
arranging and syndicating the Facility, RBS
Securities may use and rely on the
information and Projections, without
independent verification thereof.
As consideration for the commitment of
Citizens hereunder, and RBS Securities'
agreement to perform the services described
herein, you agree to pay to Citizens
and RBS Securities the fees set forth in
the Term Sheet and Fee Letter dated
April 25, 2005 and delivered herewith (the
"Fee Letter"). The fees described in
the Fee Letter are in addition to any fees
specified in the Term Sheet. In
addition, you agree to pay to Citizens and
RBS Securities all out-of-pocket
expenses (including legal fees and
disbursements, including filing fees)
incurred by Citizens and RBS Securities in
connection with the negotiation,
syndication, documentation and closing of
the Facility, whether or not the
documentation is signed.
You agree to indemnify, defend and hold
harmless RBS Securities, Citizens, the
other Lenders and the respective affiliates
and officers, directors, employees,
advisors, agents and attorneys of each
(each, an "Indemnified Person") from and
against any and all losses, claims,
demands, damages and liabilities (the
"Losses") to which any such Indemnified
Person may become subject arising out of
or in connection with this Commitment
Letter, the Term Sheet, the Fee Letter,
the Facility, the syndication of the
Facility, the use of the proceeds thereof,
or any related transaction or any claim,
litigation, investigation or proceeding
relating to any of the foregoing,
regardless of whether any Indemnified person
is a party thereto, and to reimburse each
Indemnified Person upon demand for any
legal or other costs and expenses incurred
in connection with investigating or
defending any of the foregoing, provided
that the foregoing indemnity will not
apply to Losses or related expenses to the
extent they arise from the willful
misconduct or gross negligence of any
Indemnified Person. In addition, you agree
to reimburse Citizens and RBS Securities on
demand for all legal expenses
reasonably incurred in connection with the
Facility and any related
documentation (including this Commitment
Letter, the Term Sheet, the Fee Letter
and the Facility documentation) or the
administration, amendment, modification
or waiver thereof.
This Commitment Letter, the Term Sheet and
the Fee Letter shall not be
assignable by you without the prior written
consent of Citizens and RBS
Securities. This Commitment Letter may not
be amended or waived except by an
instrument in writing signed by you,
Citizens, and RBS Securities.
This Commitment Letter may be executed in
any number of counterparts, each of
which shall be an original, and all of
which, when taken together, shall
constitute one agreement. Delivery of an
executed signature page of this
Commitment Letter by facsimile transmission
shall be effective as delivery of a
manually executed counterpart hereof. This
Commitment Letter (together with the
Term Sheet and the Fee Letter) are the only
agreements that have been entered
into among us with respect to the Facility
and set forth the entire
understanding of the parties with respect
thereto. This Commitment Letter shall
be governed by and construed in accordance
with, the laws of the Commonwealth of
Massachusetts.
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This Commitment Letter is delivered to you
on the understanding that neither
this Commitment Letter, the Term Sheet or
the Fee Letter nor any of their terms
or substance shall be
