YCC HOLDINGS LLC

MANAGEMENT SERVICES AGREEMENT

This MANAGEMENT SERVICES AGREEMENT (Agreement), effective as of February 6, 2007, by and between the Yankee Candle Company, Inc., a Massachusetts corporation (the Company), and Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (the Advisor).

WHEREAS, on the terms and subject to the conditions contained in this Agreement, the Company desires to obtain certain management and consulting services from the Advisor and the Advisor desires to perform such services for the Company.

NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment of Advisor. The Company appoints the Advisor and the Advisor accepts appointment on the terms and conditions provided in this Agreement as an advisor to the Company and its subsidiaries and its direct and indirect parent companies (collectively, the YCC Group), including any other corporations or other entities hereafter formed or acquired by any member of the YCC Group to engage in any business. The parties expressly acknowledge that the Advisor is an affiliate of Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership (MDCP V-A), Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership (MDCP V-C), and Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership (MDCP Executive and, together with MDCP V-A and MDCP V-C, the Sponsors), and that Sponsors are equityholders in the Companys ultimate parent company, YCC Holdings LLC, a Delaware limited liability company (YCC Holdings). Additionally, the parties expressly acknowledge that principals of the Sponsors currently serve as members of the Board of Directors of the Company (the Board) and members of the board of directors (or board of managers, as applicable) of the other companies in the YCC Group. It is understood that the Advisors rights and obligations hereunder shall be independent of the relationship between the Company and the Sponsors and the respective boards of directors (or managers, as applicable) of the Company and the other members of the YCC Group, and that, in performing its services hereunder, the Advisor is not acting in the capacity of an equityholder of YCC Holdings or any of its subsidiaries or a member of the board of directors (or managers, as applicable) of the Company or any other member of the YCC Group.

2. Board of Directors Supervision. The activities of the Advisor to be performed under this Agreement shall be subject to the supervision of the Board and subject to reasonable policies not inconsistent with the terms of this Agreement adopted by the Board and in effect from time to time. Where not required by applicable law or regulation, the Advisor shall not require the prior approval of the Board to perform its duties under this Agreement. Notwithstanding the foregoing, the Advisor shall not have the authority to bind the Company or any other member of the YCC Group, and nothing contained herein shall be construed to create an agency relationship between the Company or any other member of the YCC Group and the Advisor.

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