9.25% SENIOR NOTES DUE 2014Indenture • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
10.5% SENIOR SUBORDINATED NOTES DUE 2016New Sally Holdings, Inc. • November 22nd, 2006 • Retail-retail stores, nec • New York
INDENTURE, dated as of November 16, 2006 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Sally Holdings LLC, a limited liability company organized under the laws of the state of Delaware, and Sally Capital Inc., a corporation organized under the laws of the state of Delaware, as joint and several Issuers: the Subsidiary Guarantors from time to time parties hereto; and Wells Fargo Bank, National Association, a national banking association, as Trustee.
GUARANTEE AND COLLATERAL AGREEMENT made by SALLY INVESTMENT HOLDINGS LLC SALLY HOLDINGS LLC and certain of its Subsidiaries, in favor of MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent Dated as of November 16, 2006Guarantee and Collateral Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of November , 2006, made by SALLY INVESTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), SALLY HOLDINGS LLC, a Delaware limited liability company (in its specific capacity as Borrower, together with its successors and assigns, the “Borrower”) and certain Subsidiaries of the Borrower in favor of MERRILL LYNCH CAPITAL CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
CREDIT AGREEMENT among SALLY HOLDINGS LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent, Dated as of November 16, 2006Credit Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
CREDIT AGREEMENT, dated as of November 16, 2006, among SALLY HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”), and MERRILL LYNCH CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”).
SALLY BEAUTY HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of November 16, 2006Stockholders Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • Delaware
STOCKHOLDERS AGREEMENT, dated as of November 16, 2006 (as it may be amended from time to time, this “Agreement”), among (i) Sally Beauty Holdings, Inc, a Delaware corporation (formerly New Sally Holdings, Inc., a Delaware corporation) (the “Company”), (ii) CDRS Acquisition LLC, a Delaware limited liability company (“CDR Investor”), (iii) CD&R Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership (“CDR Parallel Fund”), (iv) each Family Stockholder, and (v) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof.
CREDIT AGREEMENT among SALLY HOLDINGS LLC, BEAUTY SYSTEMS GROUP LLC, SALLY BEAUTY SUPPLY LLC ANY CANADIAN BORROWER FROM TIME TO TIME PARTY HERETO, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, MERRILL LYNCH CAPITAL, a division of Merrill Lynch...Credit Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
CREDIT AGREEMENT, dated as of November 16, 2006, among SALLY HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, the “Parent Borrower”), BEAUTY SYSTEMS GROUP LLC, a Delaware limited liability company, SALLY BEAUTY SUPPLY LLC, a Delaware limited liability company (together with BEAUTY SYSTEMS GROUP LLC and their respective successors and assigns, the “Subsidiary Borrowers” and, together with the Parent Borrower and the Canadian Borrowers (as hereinafter defined), collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in subsection 1.1, the “Lenders”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Colla
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by SALLY BEAUTY (CANADA) CORPORATION and BEAUTY SYSTEMS GROUP (CANADA), INC. and SALLY BEAUTY CANADA HOLDINGS INC. and certain of their respective Subsidiaries in favour of MERRILL LYNCH CAPITAL CANADA...Guarantee and Collateral Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 16, 2006, made by Sally Beauty (Canada) Corporation (“Sally Canada”), a Nova Scotia unlimited liability company, Beauty Systems Group (Canada), Inc. (“Beauty Canada”), a New Brunswick corporation, Sally Beauty Canada Holdings Inc. (the “Canadian Parent”), a Delaware corporation, and certain Subsidiaries of the Canadian Borrowers in favour of Merrill Lynch Capital Canada Inc., as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”) and Canadian administrative agent (in such capacity, the “Canadian Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
Sally Holdings LLC Sally Capital Inc. $430,000,000 9.25% Senior Notes due 2014 Exchange and Registration Rights AgreementNew Sally Holdings, Inc. • November 22nd, 2006 • Retail-retail stores, nec • New York
TERMINATION AND CONSULTING AGREEMENTTermination and Consulting Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • Illinois
This Termination and Consulting Agreement (this “Agreement”) is entered into as of this 18th day of June 2006 (the “Agreement Date”) by and between Alberto-Culver Company, a Delaware corporation (the “Company”), Sally Holdings, Inc., a Delaware corporation (“SHI”), and Michael H. Renzulli (the “Executive”).
U.S. GUARANTEE AND COLLATERAL AGREEMENT made by SALLY INVESTMENT HOLDINGS LLC SALLY HOLDINGS LLC and certain of its Subsidiaries, in favor of MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent...Collateral Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among the U.S. Borrowers, the Canadian Borrowers (as defined in the Credit Agreement and, together with the U.S. Borrowers, the “Borrowers”), the Administrative Agent, the Collateral Agent, Merrill Lynch Capital Canada, Inc., as Canadian Collateral Agent and Canadian Administrative Agent, (in such capacities, the “Canadian Agent”), and the other parties party thereto, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
INTERCREDITOR AGREEMENT by and between MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as ABL Agent, and MERRILL LYNCH CAPITAL CORPORATION, as Term Agent Dated as of November 16, 2006Intercreditor Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of November 16, 2006 between MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof in their capacity as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”) and MERRILL LYNCH CAPITAL CORPORATION, in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Term Agen
FORM OF SEVERANCE AGREEMENTForm of Severance Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • Delaware
THIS AGREEMENT is entered into as of November 16, 2006 (the “Effective Date”) by and between Sally Beauty Holdings, Inc., a Delaware corporation, and (the “Executive”).
