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                                                                    EXHIBIT 10.1

April 25, 2005

RE: The Yankee Candle Company, Inc. - Commitment Letter

Mr. Bruce H. Besanko
Senior Vice President, Finance &
Chief Financial Officer
The Yankee Candle Company, Inc.
16 Yankee Candle Way
South Deerfield, MA 01373

Dear Bruce,

Citizens Bank of Massachusetts ("Citizens") is pleased to advise you of its
commitment to provide up to $60,000,000 of a new $250,000,000 senior credit
facility (the "Facility") to The Yankee Candle Company, Inc. (the "Company")
subject to the terms and conditions set forth or referred to in this commitment
letter (the "Commitment Letter") and the summary of terms and conditions (the
"Term Sheet") dated April 25, 2005 which is attached as an exhibit. Capitalized
terms used but not defined herein are used with the meanings assigned to them in
the Term Sheet.

Citizens will act as sole and exclusive Administrative Agent for the Facility.
RBS Securities Corporation ("RBS Securities") will act as sole and exclusive
lead arranger and sole and exclusive bookrunner for the the Facility. RBS
Securities intends to syndicate the Facility to a group of financial
institutions (together with Citizens, the "Lenders") identified by us in
consultation with you. RBS Securities intends to begin syndication efforts
promptly, and you agree to actively assist RBS Securities in its attempts to
complete a successful syndication of the Facility. Such assistance shall
include: (a) your providing and causing your advisors to provide RBS Securities,
Citizens, and the other Lenders upon request with all information deemed
reasonably necessary by us to complete the syndication, (b) your using
commercially reasonable efforts to ensure that the syndication efforts benefit
materially from your existing banking relationships, (c) your assistance with
respect to RBS Securities' preparation of a confidential information memorandum
and other marketing materials to be used in connection with the syndication, and
(d) otherwise assisting RBS Securities in our syndication efforts, including by
making senior management and advisors of the Company available from time to time
to make presentations regarding the business and prospects of the Company, as
appropriate, at one or more meetings of prospective Lenders.

Although the Term Sheet sets forth the principal terms of the proposed
financing, you should understand that Citizens and RBS Securities reserve the
right to propose terms in addition to these terms which will not substantially
change or alter the terms of this commitment and the enclosed materials.
Moreover, the Term Sheet does not purport to include all of the customary
representations, warranties, defaults, definitions and other terms which will be
contained in the definitive documents for the transaction, all of which must be
satisfactory in form and substance to us and our counsel and to you and your
counsel prior to proceeding with the proposed financing.

The commitment of Citizens hereunder and RBS Securities' agreement to perform
the services described herein are subject to the satisfaction of each of the
following conditions precedent in a manner acceptable to us: (a) each of the
other conditions set forth herein or referred to in the Term Sheet, (b)
Citizens' and RBS Securities' satisfaction that prior to and during the
syndication of the Facility there shall be no competing offering, placement or
arrangement of any debt securities or bank financing, either in progress or
announced, by or on behalf of the Company, (c) the negotiation, execution and
delivery of definitive documentation with respect to the Facility consistent
with the Term Sheet and satisfactory to RBS Securities, Citizens, the other
Lenders and our counsel no later than May 18, 2005, and (d) our not becoming
aware after the date hereof of

<PAGE>

any information or other matter affecting the Company, or the transactions
contemplated hereby which is inconsistent in a material and adverse manner with
any such information or other matter disclosed to RBS Securities, Citizens or
the other Lenders prior to the date hereof (in which case, we may, in our sole
discretion, suggest alternate financing amounts or structures or the provision
of security or other conditions that ensure adequate protection for the Lenders
or at our election, terminate this letter and any commitment or undertaking
hereunder).

You hereby represent and covenant that: (a) all information other than financial
projections (the "Projections") that has been or will be made available by you
or any of your representatives is or will be, when furnished, complete and
correct in all material respects and does not or will not, when furnished,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made,
and (b) the Projections that have been or will be made available by you or any
of your representatives have been or will be prepared in good faith based upon
reasonable assumptions. You agree to furnish Citizens and RBS Securities with
such information and Projections as we may reasonably request and to supplement
the information and the Projections from time to time until the closing date for
the Facility so that the representation and warranty and covenant in the
preceding sentence is correct on such closing date. You understand that in
arranging and syndicating the Facility, RBS Securities may use and rely on the
information and Projections, without independent verification thereof.

As consideration for the commitment of Citizens hereunder, and RBS Securities'
agreement to perform the services described herein, you agree to pay to Citizens
and RBS Securities the fees set forth in the Term Sheet and Fee Letter dated
April 25, 2005 and delivered herewith (the "Fee Letter"). The fees described in
the Fee Letter are in addition to any fees specified in the Term Sheet. In
addition, you agree to pay to Citizens and RBS Securities all out-of-pocket
expenses (including legal fees and disbursements, including filing fees)
incurred by Citizens and RBS Securities in connection with the negotiation,
syndication, documentation and closing of the Facility, whether or not the
documentation is signed.

You agree to indemnify, defend and hold harmless RBS Securities, Citizens, the
other Lenders and the respective affiliates and officers, directors, employees,
advisors, agents and attorneys of each (each, an "Indemnified Person") from and
against any and all losses, claims, demands, damages and liabilities (the
"Losses") to which any such Indemnified Person may become subject arising out of
or in connection with this Commitment Letter, the Term Sheet, the Fee Letter,
the Facility, the syndication of the Facility, the use of the proceeds thereof,
or any related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any Indemnified person
is a party thereto, and to reimburse each Indemnified Person upon demand for any
legal or other costs and expenses incurred in connection with investigating or
defending any of the foregoing, provided that the foregoing indemnity will not
apply to Losses or related expenses to the extent they arise from the willful
misconduct or gross negligence of any Indemnified Person. In addition, you agree
to reimburse Citizens and RBS Securities on demand for all legal expenses
reasonably incurred in connection with the Facility and any related
documentation (including this Commitment Letter, the Term Sheet, the Fee Letter
and the Facility documentation) or the administration, amendment, modification
or waiver thereof.

This Commitment Letter, the Term Sheet and the Fee Letter shall not be
assignable by you without the prior written consent of Citizens and RBS
Securities. This Commitment Letter may not be amended or waived except by an
instrument in writing signed by you, Citizens, and RBS Securities.

This Commitment Letter may be executed in any number of counterparts, each of
which shall be an original, and all of which, when taken together, shall
constitute one agreement. Delivery of an executed signature page of this
Commitment Letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. This Commitment Letter (together with the
Term Sheet and the Fee Letter) are the only agreements that have been entered
into among us with respect to the Facility and set forth the entire
understanding of the parties with respect thereto. This Commitment Letter shall
be governed by and construed in accordance with, the laws of the Commonwealth of
Massachusetts.

<PAGE>

This Commitment Letter is delivered to you on the understanding that neither
this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms
or substance shall be disclosed, directly or indirectly by RBS Securities,
Citizens, the other Lenders or you, to another person except: (a) to their
respective directors, officers, employees, agents, advisors and attorneys who
are directly involved in the consideration of this matter, (b) to regulatory
authorities having jurisdiction to examine their books and records (c) by RBS
Securities to potential participants in the Facility, provided that each such
potential participant first accepts a confidentiality agreement in form
reasonably satisfactory to RBS Securities, or (d) as may be compelled in a
judicial or administrative proceeding.

The Company acknowledges and agrees to the disclosure by RBS Securities of
information relating to the Facility to Loan Pricing Corporation's Gold Sheets
publication and other similar bank trade publications, with such information to
consist of summary deal terms and other information customarily found in such
publications.

The provisions of this Commitment Letter will be superseded by the definitive
financing documentation, provided, however, the reimbursement, indemnification
and confidentiality provisions contained herein and in the Fee Letter shall
remain in full force and effect regardless of whether definitive financing
documentation shall be executed and delivered (unless expressly superceded) and
notwithstanding the termination of this Commitment Letter or the commitment of
Citizens or other Lenders.

This offer will expire at 5:00 PM Eastern Standard Time on April 29, 2005 unless
you execute this letter and the Fee Letter and return them to us prior to that
time (which may be by facsimile transmission), whereupon this letter and the Fee
Letter shall become binding agreements. Thereafter, this undertaking and
commitment will expire on May 18, 2005 unless definitive documentation for the
Facility is executed and delivered prior to that date.

If the foregoing correctly sets forth our agreement, please indicate your
acceptance of the terms hereof and of the Term Sheet and the Fee Letter by
returning to us executed counterparts hereof as soon as possible.

Citizens Bank and RBS Securities look forward to working with you on this
financing.

Sincerely,

CITIZENS BANK OF MASSACHUSETTS          RBS SECURITIES CORPORATION

By: _____________________________        By: ______________________________
    Daniel G. Bernard                        James C. Gregg

    Vice President                           Senior Vice President

Agreed and Accepted by:

THE YANKEE CANDLE COMPANY, INC.

By: ____________________________

Title: _________________________

Date: __________________________
<PAGE>
                         THE YANKEE CANDLE COMPANY, INC

                    U.S. $250,000,000 SENIOR CREDIT FACILITY

                         SUMMARY OF TERMS AND CONDITIONS
 (WITH PROPOSED AMENDMENTS TO YANKEE CANDLE'S EXISTING CREDIT AGREEMENT IN BOLD)


BORROWER:         The Yankee Candle Company, Inc. ("Yankee Candle" or the
                  "Company")

GUARANTORS:       All material existing and newly formed subsidiaries of the
                  Borrower (collectively, the "Guarantors")

FACILITY:         $250,000,000 SENIOR UNSECURED REVOLVING LINE OF CREDIT
                  FACILITY (THE "FACILITY"), WITH A $25,000,000 SUB LIMIT FOR
                  STAND-BY AND COMMERCIAL LETTERS OF CREDIT. IN ADDITION, THE
                  FACILITY WILL HAVE A $10,000,000 SUB LIMIT FOR A SWING LINE
                  PROVIDED BY THE AGENT.

LEAD ARRANGER
AND BOOKRUNNER:   RBS SECURITIES CORPORATION (THE "ARRANGER")

ADMINISTRATIVE
AGENT:            Citizens Bank of Massachusetts ("Citizens" or the "Agent")

LENDERS:          Citizens and a group of Lenders acceptable to the Arranger,
                  the Agent and the Borrower.

SYNDICATION
MANAGEMENT:       The Arranger will manage all aspects of the syndication,
                  including without limitation, the timing of offers to
                  potential Lenders, the amount offered to potential Lenders,
                  the acceptance of commitments, and the compensation provided.

ESTIMATED
CLOSING DATE:     ON OR BEFORE MAY 18, 2005.

PURPOSE:          The Facility will be used to refinance existing bank debt,
                  finance working capital, finance permitted stock repurchases,
                  and finance permitted acquisitions.

MATURITY:         5 YEARS FROM THE DATE OF CLOSING

REPAYMENT:        All outstanding balances will be due and payable on the
                  Maturity Date.

SECURITY:         The Facility will be unsecured, with a negative pledge against
                  all of the Borrower's assets.


INTEREST RATE:    THE INTEREST RATE ON THE FACILITY WILL BE DETERMINED BY ADDING
                  AN APPLICABLE MARGIN TO THE AGENT'S PRIME RATE, OR PROVIDED
                  THERE IS NO DEFAULT UNDER THE CREDIT AGREEMENT, LIBOR. THE
                  APPLICABLE MARGIN WILL BE BASED ON THE RATIO OF THE BORROWER'S
                  TOTAL FUNDED DEBT/CAPITALIZATION AS FOLLOWS:

<TABLE>
<CAPTION>
                         TOTAL FUNDED DEBT/CAP      PRIME +        LIBOR +
                         ---------------------      -------        -------
<S>                                                 <C>            <C>
                                 > 40%              0.000%         0.850%
                               25% - 40%            0.000%         0.625%
                                 < 25%              0.000%         0.500%
</TABLE>
<PAGE>
                  TOTAL FUNDED DEBT IS EXCLUSIVE OF ALL OPERATING LEASES, BUT
                  INCLUSIVE OF CAPITAL LEASES. CAPITALIZATION IS DEFINED AS
                  TOTAL FUNDED DEBT PLUS NET WORTH.


                  Interest with respect to Prime Rate loans shall be payable
                  monthly based on a 365/366-day year. Interest with respect to
                  LIBOR loans will be payable at the end of the applicable
                  interest period (but in no event less frequently than every 90
                  days) based on a 360-day year. Step-downs in the applicable
                  margin will be made available only if there are no events of
                  default.

BORROWING
OPTIONS:          Subject to availability, the Borrower may elect borrowings
                  with one day's notice on Prime based borrowings and a minimum
                  of three day's notice on LIBOR based borrowings. The Borrower
                  may select interest period of one, two, three, or six months
                  for LIBOR borrowings, subject to availability and no default.
                  The Borrower will pay any breakage costs associated with
                  prepayment of LIBOR based loans whether such prepayment is
                  voluntary or involuntary.

YIELD PROTECTION: The Loan Agreement will contain customary provisions
                  protecting the Lenders against loss of yield resulting from
                  changes in reserve, tax, capital adequacy, or other
                  requirements of law or regulation.

COMMITMENT FEE:   A COMMITMENT FEE BASED ON THE UNUSED PORTION OF THE FACILITY
                  WILL BE PAYABLE QUARTERLY IN ARREARS AND CALCULATED ON THE
                  BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED OVER A 360 DAY YEAR
                  AS FOLLOWS:

<TABLE>
<CAPTION>
                               TOTAL FUNDED DEBT/CAP    COMMITMENT FEE
                               ---------------------    --------------
<S>                                                     <C>
                                       > 40%               20.0 BPS
                                     25% - 40%             15.0 BPS
                                       < 25%               12.5 BPS
</TABLE>

UTILIZATION FEE:  0.125% per annum of the outstanding Facility for each day
                  during each calendar quarter that the aggregate outstanding
                  amount of Facility exceeds 50% of the total commitment. The
                  Utilization Fee shall be payable quarterly in arrears to the
                  Lenders based upon each Lender's pro rata share of the
                  outstanding Facility.

LETTERS OF
CREDIT:           The Borrower may from time to time request that the Agent
                  issue Letters of Credit, which may be either Standby L/C's or
                  Commercial L/C's.

LETTER OF
CREDIT FEE:       To be charged on each SBL/C in an amount obtained by
                  multiplying the rate equal to the applicable LIBOR margin by
                  the face amount of the outstanding SBL/C, payable in advance
                  at the time each such SBL/C is issued or extended.

DEFAULT RATE:     Immediately in the event of a payment default, and after
                  notification by the Agent of other Events of Default, the
                  Loans shall bear a default rate of interest until such default
                  is cured or waived. Such default rate of interest shall be two
                  percent (2%) per annum in excess of the non-default interest
                  rate.

FINANCIAL
COVENANTS:        Financial covenants will include:

                  1).   MAXIMUM TOTAL LEVERAGE (TOTAL FUNDED DEBT/TRAILING
                        12 MONTH EBITDA) WILL NOT EXCEED 2.25:1.00, TESTED
                        QUARTERLY.

                  2).   Minimum Fixed Charge Coverage of at least 2.00:1.00
                        during Fiscal Year 2005,
<PAGE>
                        and at least 2.25:1.00 thereafter.

                        (To be defined as: EBITDAR minus Cash Taxes minus Total
                        Capital Expenditures; divided by required payments of
                        Principal plus Interest Expense plus Dividends plus Rent
                        Expense.)

                  3).   MINIMUM NET WORTH OF AT LEAST ONE DOLLAR, TESTED
                        QUARTERLY.

PERMITTED
ACQUISITIONS:     The Borrower shall be permitted to make acquisitions so long
                  as the following conditions are satisfied:

                  1).   The Borrower must be in compliance with all covenants
                        before and after giving effect to the proposed
                        acquisition.

                  2).   The Borrower must have at least $5,000,000 in
                        availability under the Revolver after giving effect to
                        the proposed acquisition.

                  3).   The entity to be acquired must be in the candle,
                        scented, home fragrance and/or accessories/gift related
                        business.

                  4).   Acquisitions in excess of $10,000,000 individually or in
                        the aggregate must be accretive to EBITDA on a pro forma
                        basis.

                  5).   Acquisitions in excess of $65,000,000 in the aggregate
                        over the life of the loan require Majority Lender
                        consent.

RESTRICTED
PAYMENTS:         The Borrower will not be permitted to make distributions or
                  other restricted payments, except for cash dividends in an
                  amount up to 50% of trailing twelve month Net Income, subject
                  to compliance with all covenants before and after giving
                  effect to the dividend.

PERMITTED
STOCK BUYBACKS:   The Borrower shall be permitted to repurchase its common stock
                  subject to compliance with all covenants before and after
                  giving effect to the buyback.

OTHER COVENANTS:  Including, but not limited to prohibitions, restrictions,
                  and/or limitations on additional indebtedness, liens, leases,
                  investments, sale of assets, change of ownership, transactions
                  with affiliates, and mergers.

REPORTING
REQUIREMENTS:     The Borrower will furnish to the Agent and the Lenders
                  the following:

                  -     Annual audited consolidated financial statements
                        together with a management letter certified by an
                        accounting firm acceptable to the Agent within 90 days
                        of each fiscal year end.

                  -     Quarterly unaudited consolidated financial statements
                        within 60 days of each fiscal quarter, in addition to a
                        Compliance Certificate and appropriate certificate of
                        non-default signed by an officer of the Borrower.

                  -     Annual budget at least 60 days after the start of each
                        new fiscal year.

                  -     Other information as the Agent and Lenders may
                        reasonably request from time to time.
<PAGE>
CONDITIONS
PRECEDENT:        The closing of the Facility will be subject to conditions
                  precedent, including but not limited to the following:

                  1).   The completion of credit evaluation, including
                        satisfactory due diligence, as required by the Agent and
                        the Lenders.

                  2).   Pro forma compliance with all covenants.

                  3).   No material adverse change in the financial condition of
                        the Borrower since January 1, 2005.

                  4).   Absence of material litigation.

                  5).   Completion of documentation and terms acceptable to the
                        Agent and its counsel.

                  6).   Receipt of all necessary governmental and third party
                        approvals and compliance with all applicable laws.

                  7).   No other material indebtedness.

                  8).   Solvency certificate satisfactory to the Agent and its
                        counsel.


REPRESENTATIONS
AND WARRANTIES:   Customary for agreements of this nature, including, but not
                  limited to:

                  1).   Maintenance of corporate existence

                  2).   Corporate and governmental authorization

                  3).   No material adverse change since most recent financials
                        received

                  4).   No material litigation

                  5).   Payment of taxes

                  6).   Payment of obligations as they become due

                  7).   Full disclosure, and permit inspection of books and
                        records

                  8).   Solvency

                  9).   Maintenance of insurance satisfactory to the Agent at
                        all times.

EVENTS OF
DEFAULT:          Usual for facilities and transactions of this type, including
                  but not limited to, non-payment of principal and interest,
                  violation of covenants, incorrectness of representations and
                  warranties in any material respect, cross default and cross
                  acceleration, bankruptcy, material judgements, ERISA, and
                  Change in Control.

EXPENSES:         The Borrower will pay for all fees, costs and expenses
                  incurred by the Arranger and the Agent in connection with the
                  preparation and execution of the Facility, whether or not they
                  close.

REQUIRED LENDERS: Lenders having at least 51% of the total commitments under the
                  Facility.

ASSIGNMENTS/
PARTICIPATIONS:   The Lenders shall be permitted to assign and/or sell
                  participations in the loans and commitments under the
                  Facility, subject in the case of assignments, to the consent
                  of the Agent and, in the absence of a default, the Borrower
                  (which consent shall not be unreasonably withheld). Each
                  assignment will be in a minimum amount of $5,000,000. The
                  Agent will receive a processing and recordation fee of $3,500
                  payable by the assignor and/or assignee, with each assignment.

INDEMNIFICATION:  The Borrower shall indemnify and hold harmless the Arranger,
                  the Agent, the Lenders and their respective officers,
                  directors, employees, agents and affiliates from and against
                  liabilities asserted by third parties and arising out of the
                  Facility, including liabilities caused by the negligence of
                  the party seeking indemnification, but excluding liabilities
                  caused by
<PAGE>
                  the gross negligence or willful misconduct of the party
                  seeking indemnification.

WAIVER OF
JURY TRIAL:       The Borrower waives trial by jury in any action brought on or
                  with respect to this agreement, the note, or any other
                  agreements executed in connection with the Facility.

GOVERNING LAW:    The Commonwealth of Massachusetts

MISCELLANEOUS:    This Summary of Proposed Terms and Conditions does not purport
                  to summarize all of the conditions, covenants,
                  representations, warranties, and other provisions which would
                  be contained in definitive credit documentation for the
                  Facility contemplated herein. Other terms and conditions not
                  included herein will be substantially similar to those in the
                  Borrower's existing credit agreement.