Preview | Credit Agreement |

Document Preview

Credit Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Credit Agreement

Entities:

Quality Gift Distributors, Inc.

Date:

2007

Size:

Preview shows 83KB of 363KB total

Price:

$76

ID:

#2809072

► Loans ► Credit Agreements

Start of Preview

$775,000,000

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 COMMERCIAL PAPER INC.,

as 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 Joint Bookrunners

Dated as of February 6, 2007

TABLE OF CONTENTS


		Page
SECTION 1.	DEFINITIONS	1

1.1	Defined Terms	1
1.2	Other Definitional Provisions	26

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	26

2.1	Term Commitments	26
2.2	Procedure for Term Loan Borrowing	26
2.3	Repayment of Term Loans	27
2.4	Revolving Commitments	27
2.5	Procedure for Revolving Loan Borrowing	27
2.6	Swingline Commitment	28
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	28
2.8	Repayment of Loans	29
2.9	Commitment Fees, etc.	30
2.10	Termination or Reduction of Revolving Commitments	30
2.11	Optional Prepayments	30
2.12	Mandatory Prepayments	31
2.13	Conversion and Continuation Options	32
2.14	Minimum Amounts and Maximum Number of Eurodollar Tranches	32
2.15	Interest Rates and Payment Dates	33
2.16	Computation of Interest and Fees	33
2.17	Inability to Determine Interest Rate	33
2.18	Pro Rata Treatment and Payments	34
2.19	Requirements of Law	35
2.20	Taxes	36
2.21	Indemnity	38
2.22	Illegality	38
2.23	Mitigation of Costs; Change of Lending Office	39
2.24	Replacement of Lenders	39
2.25	Incremental Loans	39

SECTION 3.	LETTERS OF CREDIT	40

3.1	L/C Commitment	40
3.2	Procedure for Issuance of Letter of Credit	41
3.3	Fees and Other Charges	41
3.4	L/C Participations	41
3.5	Reimbursement Obligation of the Borrower	42
3.6	Obligations Absolute	43
3.7	Letter of Credit Payments	43
3.8	Applications	43
3.9	Existing Letters of Credit	43
3.10	Applicability of ISP and UCP	43


SECTION 4.	REPRESENTATIONS AND WARRANTIES	44

4.1	Financial Condition	44
4.2	No Change	44
4.3	Existence; Compliance with Law	44
4.4	Corporate Power; Authorization; Enforceable Obligations	45
4.5	No Legal Bar	45
4.6	No Material Litigation	45
4.7	No Default	45
4.8	Ownership of Property; Liens	46
4.9	Intellectual Property	46
4.10	Taxes	46
4.11	Federal Regulations	46
4.12	ERISA	46
4.13	Investment Company Act	47
4.14	Subsidiaries	47
4.15	Environmental Matters	47
4.16	Accuracy of Information, etc.	47
4.17	Security Documents	48
4.18	Solvency	48
4.19	Senior Indebtedness	48
4.20	Labor Matters	49
4.21	Regulation H	49

SECTION 5.	CONDITIONS PRECEDENT	49

5.1	Conditions to Initial Extension of Credit	49
5.2	Conditions to Each Extension of Credit	52

SECTION 6.	AFFIRMATIVE COVENANTS	53

6.1	Financial Statements	53
6.2	Certificates; Other Information	54
6.3	Payment of Obligations	55
6.4	Conduct of Business and Maintenance of Existence, etc.; Compliance	55
6.5	Maintenance of Property; Insurance	55
6.6	Inspection of Property; Books and Records; Discussions	56
6.7	Notices	56
6.8	Additional Collateral, etc.	57
6.9	Further Assurances	59
6.10	Use of Proceeds	59
6.11	Credit Ratings	59

SECTION 7.	NEGATIVE COVENANTS	59

7.1	Consolidated Total Secured Leverage Ratio.	60
7.2	Indebtedness	60
7.3	Liens	63
7.4	Fundamental Changes	66
7.5	Dispositions of Property	66
7.6	Restricted Payments	68

iii


7.7	Investments	69
7.8	Optional Payments and Modifications of Certain Debt Instruments	72
7.9	Transactions with Affiliates	72
7.10	Sales and Leasebacks	73
7.11	Changes in Fiscal Periods	73
7.12	Negative Pledge Clauses	73
7.13	Clauses Restricting Subsidiary Distributions	73
7.14	Lines of Business	74
7.15	Limitation on Hedge Agreements	74
7.16	Limitation on Activities of the Parent	74

SECTION 8.	EVENTS OF DEFAULT	75

SECTION 9.	THE ADMINISTRATIVE AGENT	78

9.1	Appointment	78
9.2	Delegation of Duties	78
9.3	Exculpatory Provisions	78
9.4	Reliance by the Administrative Agent	79
9.5	Notice of Default	79
9.6	Non-Reliance on Administrative Agent and Other Lenders	79
9.7	Indemnification	80
9.8	Administrative Agent in Its Individual Capacity	80
9.9	Successor Administrative Agent	80
9.10	Authorization to Release Liens and Guarantees	81
9.11	Arranger and Other Agents	81

SECTION 10.	MISCELLANEOUS	81

10.1	Amendments and Waivers	81
10.2	Notices	82
10.3	No Waiver; Cumulative Remedies	83
10.4	Survival of Representations and Warranties	83
10.5	Payment of Expenses; Indemnification	84
10.6	Successors and Assigns; Participations and Assignments	84
10.7	Adjustments; Set-off	87
10.8	Counterparts	87
10.9	Severability	88
10.10	Integration	88
10.11	GOVERNING LAW	88
10.12	Submission To Jurisdiction; Waivers	88
10.13	Acknowledgments	88
10.14	Confidentiality	89
10.15	Release of Collateral and Guarantee Obligations; Subordination of Liens	89
10.16	Accounting Changes	90
10.17	WAIVERS OF JURY TRIAL	90
10.18	USA PATRIOT ACT	90
10.19	Delivery of Lender Addenda	90

SCHEDULES:


3.9		Existing Letters of Credit
4.4		Consents, Authorizations, Filings and Notices
4.8A		Excepted Property
4.8B		Owned Real Property
4.14		Subsidiaries
4.17(a)		UCC Filing Jurisdictions
4.21		Flood Zone Properties
5.1(m)		Certain Properties: Mortgages; Title Reports; Title Insurance; Surveys
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens
7.7		Existing Investments
7.12		Existing Negative Pledge Clauses
7.13		Existing Clauses Restricting Subsidiary Distributions

EXHIBITS:


A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Assignment and Assumption
E		Form of Legal Opinion of Counsel to the Loan Parties
F		Form of Exemption Certificate
G		Form of Solvency Certificate
H		Form of Joinder Agreement
I		Form of Lender Addendum
J		Form of Prepayment Option Notice
K		Form of Landlords Consent Agreement

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.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

ABR: for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. For purposes hereof: Prime Rate shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the reasonable opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

ABR Loans: Loans the rate of interest applicable to which is based upon the ABR.

Accounting Changes: as defined in Section 10.16.

Acquisition: as defined in the definition of Permitted Acquisition.

Acquisition Agreement: the Agreement and Plan of Merger, dated as of October 24, 2006, by and among Holdings, the Initial Borrower and the Surviving Borrower.

Acquisition Transactions: the Merger and the other transactions contemplated by the Acquisition Agreement.

Administrative Agent: Lehman Commercial Paper Inc., as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors and permitted assigns.

Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

Aggregate Exposure: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lenders Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lenders Term Loans, (ii) the aggregate amount of such Lenders Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the amount of such Lenders Revolving Extensions of Credit then outstanding and (iii) the aggregate amount of such Lenders New Loan Commitments then in effect, or if such New Loan Commitments have been terminated, the amount of such Lenders New Loans.

Aggregate Exposure Percentage: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the total Aggregate Exposures of all Lenders at such time.

Agreed Purposes: as defined in Section 10.14.

Agreement: this Credit Agreement, as amended, supplemented or otherwise modified from time to time.

End of Preview

Home Intelligence Services Subscriptions News About Us