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Document Preview Guarantee and Collateral Agreement |
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Title: |
Guarantee and Collateral Agreement |
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Date: |
2007 |
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Preview shows 32KB of 84KB total |
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Price: |
$54 |
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ID: |
#2809073 |
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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
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
Dated as of February 6, 2007
TABLE OF CONTENTS
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SECTION 1. |
DEFINED TERMS | 1 | ||
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1.1 |
Definitions | 1 | ||
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1.2 |
Other Definitional Provisions | 5 | ||
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SECTION 2. |
GUARANTEE | 5 | ||
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2.1 |
Guarantee | 5 | ||
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2.2 |
Right of Contribution | 6 | ||
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2.3 |
No Subrogation | 6 | ||
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2.4 |
Amendments, etc. with respect to the Borrower Obligations | 6 | ||
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2.5 |
Guarantee Absolute and Unconditional | 7 | ||
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2.6 |
Reinstatement | 8 | ||
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2.7 |
Payments | 8 | ||
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SECTION 3. |
GRANT OF SECURITY INTEREST | 8 | ||
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3.1 |
Grant of Security Interests | 8 | ||
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SECTION 4. |
REPRESENTATIONS AND WARRANTIES | 9 | ||
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4.1 |
Representations in Credit Agreement | 9 | ||
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4.2 |
Title; No Other Liens | 9 | ||
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4.3 |
Names; Jurisdiction of Organization; Chief Executive Office | 10 | ||
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4.4 |
Pledged Securities | 10 | ||
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4.5 |
Intellectual Property | 10 | ||
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SECTION 5. |
COVENANTS | 10 | ||
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5.1 |
Covenants in Credit Agreement | 10 | ||
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5.2 |
Investment Property | 10 | ||
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5.3 |
Commercial Tort Claims | 11 | ||
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SECTION 6. |
REMEDIAL PROVISIONS | 11 | ||
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6.1 |
Certain Matters Relating to Receivables | 11 | ||
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6.2 |
Communications with Obligors; Grantors Remain Liable | 11 | ||
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6.3 |
Pledged Securities | 12 | ||
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6.4 |
Intellectual Property | 12 | ||
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6.5 |
Proceeds to be Turned Over To Administrative Agent | 13 | ||
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6.6 |
Application of Proceeds | 13 | ||
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6.7 |
Code and Other Remedies | 14 | ||
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6.8 |
Private Sales | 14 | ||
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6.9 |
Deficiency | 15 | ||
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SECTION 7. |
THE ADMINISTRATIVE AGENT | 15 | ||
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7.1 |
Administrative Agents Appointment as Attorney-in-Fact, etc. | 15 | ||
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7.2 |
Duty of Administrative Agent | 16 | ||
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7.3 |
Execution of Financing Statements | 16 | ||
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7.4 |
Authority of Administrative Agent | 17 | ||
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SECTION 8. |
MISCELLANEOUS | 17 | ||
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8.1 |
Amendments in Writing | 17 | ||
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8.2 |
Notices | 17 | ||
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8.3 |
No Waiver by Course of Conduct; Cumulative Remedies | 17 | ||
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8.4 |
Enforcement Expenses; Indemnification | 17 | ||
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8.5 |
Successors and Assigns | 18 | ||
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8.6 |
Set-Off | 18 | ||
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8.7 |
Counterparts | 18 | ||
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8.8 |
Severability | 18 | ||
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8.9 |
Section Headings | 18 | ||
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8.10 |
Integration | 18 | ||
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8.11 |
GOVERNING LAW | 18 | ||
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8.12 |
Submission To Jurisdiction; Waivers | 18 | ||
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8.13 |
Acknowledgements | 19 | ||
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8.14 |
Additional Grantors | 19 | ||
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8.15 |
Releases | 19 | ||
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8.16 |
WAIVER OF JURY TRIAL | 20 |
SCHEDULES
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Schedule 1 |
Notice Addresses | |
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Schedule 2 |
Investment Property | |
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Schedule 3 |
Legal Name, Jurisdictions of Organization and Chief Executive Offices | |
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Schedule 4 |
Intellectual Property |
ANNEXES
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Annex I |
Assumption Agreement | |
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Annex II |
Acknowledgement and Consent |
ii
GUARANTEE AND COLLATERAL AGREEMENT
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 Joint Bookrunners.
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