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Document Preview Letter of Transmittal to Tender for Exchange |
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Title: |
Letter of Transmittal to Tender for Exchange |
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Entities: |
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Date: |
2007 |
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Preview shows 14KB of 44KB total |
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Price: |
$39 |
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ID: |
#2809088 |
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LETTER OF TRANSMITTAL
To Tender for Exchange
81/2% Senior Notes due 2015
and
93/4% Senior Subordinated Notes due 2017
of
THE YANKEE CANDLE COMPANY, INC.
Pursuant to the Prospectus Dated , 2007
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2007 UNLESS EXTENDED (THE EXPIRATION DATE).
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to the Exchange Agent:
HSBC Bank, USA, National Association
(the Exchange Agent)
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By Overnight Courier or Registered/Certified Mail: |
Facsimile Transmission: | |
| (718) 488-4488 | ||
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HSBC Bank, USA, National Association Corporate Trust & Loan Agency |
Attention: Corporate Trust Operations | |
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2 Hanson Place, 14th Floor Brooklyn, New York 11217-1409 |
For information or to confirm receipt of facsimile by telephone (call toll-free): | |
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Attention: Corporate Trust Operations |
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| (800) 662-9844 |
Delivery of this Letter of Transmittal to an address or facsimile number other than as set forth above will not constitute a valid delivery.
For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (800) 662-9844.
The undersigned hereby acknowledges receipt of the Prospectus dated , 2007 (the Prospectus) of The Yankee Candle Company, Inc., a Massachusetts corporation (the Issuer), and this Letter of Transmittal (the Letter of Transmittal), that together constitute the Issuers offer (the Exchange Offer) to exchange $1,000 in principal amount of its 81/2% Senior Notes due 2015, Series B and 93/4% Senior Subordinated Notes due 2017, Series B (the New Securities) which have been registered under the Securities Act for each $1,000 in principal amount of its outstanding 81/2% Senior Notes due 2015 and 93/4% Senior Subordinated Notes due 2017 (the Outstanding Securities). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
- 1 -
The undersigned hereby tenders the Outstanding Securities described in Box 1 below (the Tendered Securities) pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Tendered Securities and the undersigned represents that it has received from each beneficial owner of the Tendered Securities (Beneficial Owners) a duly completed and executed form of Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Tendered Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title, and interest in, to and under the Tendered Securities.
Please issue the New Securities exchanged for Tendered Securities in the name(s) of the undersigned. Similarly, unless otherwise indicated under Special Delivery Instructions below (Box 3), please send or cause to be sent the certificates for the New Securities (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the Tendered Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Securities to the Issuer or cause ownership of the Tendered Securities to be transferred to, or upon the order of, the Issuer, on the books of the registrar for the Outstanding Securities and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigneds agent, of the New Securities to which the undersigned is entitled upon acceptance by the Issuer of the Tendered Securities pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Securities, all in accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of Outstanding Securities pursuant to the procedures described under the caption Exchange Offers in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption Exchange OffersWithdrawal of Tenders. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the Tendered Securities and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Tendered Securities are acquired by the Issuer as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuer or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (iii) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an affiliate, as defined in Rule 405 under the Securities Act, of the Issuer, (iv) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (v) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the
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