Yankee Candle Co. ▼

AGREEMENT AND PLAN

OF MERGER

AMONG

YCC HOLDINGS LLC,

YANKEE ACQUISITION CORP.

AND

THE YANKEE CANDLE COMPANY, INC.

DATED AS OF

OCTOBER 24, 2006

TABLE OF CONTENTS

ARTICLE I

THE MERGER

Section 1.1

The Merger

Section 1.2

Effective Time of the Merger

Section 1.3

Articles of Organization

Section 1.4

By-laws

BYLAWS

of

YANKEE HOLDING CORP.

(adopted as of November 13, 2006)

ARTICLE I

Meetings of Shareholders

Section 1. Place. Meetings of the shareholders shall be held at the principal office of the Corporation or at such other place as may be named in the notice or shall be held solely by means of remote communication in accordance with Section 12 of this Article. The address of the Corporation�s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of its registered agent at such address is National  . . .

BY-LAWS OF

TAVERN ACQUISITION CORP.

(A Delaware Corporation)

ARTICLE I

Offices

SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle.

SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION  . . .

BY-LAWS

OF

QUALITY GIFT DISTRIBUTORS, INC.

BY-LAWS

TABLE OF CONTENTS

ARTICLE I STOCKHOLDERS

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1. . . .

$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  . . .

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of February 6, 2007, among The Yankee Candle Company, Inc., a Massachusetts corporation (the �Company�), and Mr. Craig Rydin (�Executive�).

WHEREAS, on the date hereof, Yankee Acquisition Corp., a Massachusetts corporation and a wholly-owned indirect subsidiary of YCC Holdings LLC, a Delaware corporation (�YCC Holdings�), is merging with and into the Company, with the Company as the surviving corporation in the merger (the �Transaction�);

WHEREAS, the Company and Executive entered into to that certain Employment Agreement, dated as  . . .

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

SECTION 1.

1.1

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  . . .

YCC HOLDINGS LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of February 6, 2007

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON  . . .

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  . . .

$525,000,000

YANKEE ACQUISITION CORP.

to be merged with and into

THE YANKEE CANDLE COMPANY, INC.

$325,000,000 8 ¹/2% Senior Notes due 2015

$200,000,000 9 ³/4% Senior Subordinated Notes due 2017

PURCHASE AGREEMENT

February 1, 2007

LEHMAN BROTHERS INC.

MERRILL LYNCH, FENNER, PIERCE & SMITH INCORPORATED

as Representatives of the several initial purchasers named in Schedule I

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Yankee Acquisition Corp., a Massachusetts corporation (�Merger Sub�), proposes,  . . .

REGISTRATION RIGHTS AGREEMENT

Dated as of February 6, 2007,

by and among

Yankee Acquisition Corp.,

Yankee Holding Corp.

and

Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

This Registration Rights Agreement (this �Agreement�) is made and entered into as of February 6, 2007, by and among Yankee Acquisition Corp., a Massachusetts corporation that shall be merged with and into The Yankee Candle Company Inc., a Massachusetts corporation as the surviving corporation (the �Company�), Yankee Holding Corp., a Delaware corporation (the  . . .