Senior Note Guaranty by Yankee Candle Affiliates for 8.5% Senior Notes Due 2015

Summary

Yankee Candle Restaurant Corp., Quality Gift Distributors, Inc., Aroma Naturals, Inc., and Yankee Candle Admin LLC (the Guarantors) have agreed to guarantee the payment of principal, interest, and other obligations on The Yankee Candle Company, Inc.'s 8.5% Senior Notes due 2015. This means if the Company fails to pay, the Guarantors will fulfill these obligations. The guarantee remains in effect until all obligations are fully paid or released according to the Indenture. The guarantee is limited to avoid violating fraudulent conveyance laws and benefits noteholders and their successors.

EX-4.3 21 dex43.htm SENIOR NOTE NOTATION OF GUARANTY Senior Note Notation of Guaranty

Exhibit 4.3

The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of February 6, 2007 (as amended and supplemented from time to time, the “Indenture”), by and among The Yankee Candle Company, Inc., a Massachusetts corporation (the “Company”), the Guarantors party thereto and the Trustee, have guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 8 1/2% Senior Notes due 2015 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article XI of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

No stockholder, employee, officer, director, unitholder, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director, unitholder, member or incorporator.

This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collection.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.


THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

Dated as of February 6, 2007

 

YANKEE CANDLE RESTAURANT CORP.
By:   /s/ Craig W. Rydin
Name:   Craig W. Rydin
Title:   President
QUALITY GIFT DISTRIBUTORS, INC.
By:   /s/ James A. Perley
Name:   James A. Perley
Title:   President and Treasurer
AROMA NATURALS, INC.
By:   /s/ Harlan M. Kent
Name:   Harlan M. Kent
Title:   President
YANKEE CANDLE ADMIN LLC
By:   /s/ Edward Medina
Name:   Edward Medina
Title:   President and Assistant Secretary
(SEAL)