AND THE FIRST NATIONAL BANK OF CHICAGO, Trustee _________ INDENTUREAlberto Culver Co • April 30th, 1998 • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT TO SEVERANCE AGREEMENT -------------------Severance Agreement • December 17th, 1999 • Alberto Culver Co • Perfumes, cosmetics & other toilet preparations
Exhibit 1.1 Alberto-Culver Company Class B Common Stock, par value $.22 per share _____________ Underwriting Agreement ----------------------Alberto Culver Co • June 14th, 2002 • Retail-retail stores, nec • New York
ANDAlberto Culver Co • August 13th, 1998 • Perfumes, cosmetics & other toilet preparations • New York
Pricing Agreement -----------------Pricing Agreement • March 31st, 2000 • Alberto Culver Co • Perfumes, cosmetics & other toilet preparations
EXHIBIT 10 (h) CREDIT AGREEMENT Dated as of September 10, 2002Credit Agreement • December 12th, 2002 • Alberto Culver Co • Retail-retail stores, nec • Illinois
a) A registration statement on Form S-3 (File No. 333-49649 (the "Initial Registration Statement) in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any...Alberto Culver Co • April 30th, 1998 • Perfumes, cosmetics & other toilet preparations • New York
Exhibit 10(h) CONFORMED COPY MULTICURRENCY CREDIT AGREEMENT Dated as of September 11, 1997Multicurrency Credit Agreement • December 12th, 1997 • Alberto Culver Co • Perfumes, cosmetics & other toilet preparations • Illinois
SCHEDULES Schedule 3.2 Company Stock Option Data Schedule 3.5 Contracts, etc. Schedule 3.10 Company Benefit Plans Schedule 3.11 Severance Agreements, Certain Insurance Policies Schedule 5.2 Interim Operations Exceptions EXHIBITSAgreement and Plan of Merger • November 8th, 1995 • Alberto Culver Co • Perfumes, cosmetics & other toilet preparations • Illinois
SEVERANCE AGREEMENT AMENDMENTSeverance Agreement Amendment • January 24th, 2006 • Alberto Culver Co • Retail-retail stores, nec
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”), and James Marino (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
TERMINATION AGREEMENTTermination Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec • Illinois
This Termination 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”) and Howard B. Bernick (the “Executive”).
SEVERANCE AGREEMENT AMENDMENTSeverance Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”) and William Cernugel (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
NEW SALLY HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of [•], 2006Stockholders Agreement • October 27th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
STOCKHOLDERS AGREEMENT, dated as of [•], 200_ (as it may be amended from time to time, this “Agreement”), among (i) 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.
TERMINATION AGREEMENTTermination Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec • Illinois
This Termination Agreement (this “Agreement”) is entered into as of the Agreement Date by and among Alberto-Culver Company, a Delaware corporation (the “Company”), Sally Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“SHI”) and Gary Winterhalter (the “Executive”) and shall be deemed to be effective on the date the last party signs this Agreement (the “Agreement Date”).
SEVERANCE AGREEMENT AMENDMENTSeverance Agreement Amendment • January 24th, 2006 • Alberto Culver Co • Retail-retail stores, nec
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”), and Carol Bernick (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 31, 2004 among ALBERTO-CULVER COMPANY, THE BORROWING SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent BANK ONE, NA, LASALLE BANK, NATIONAL ASSOCIATION...Credit Agreement • September 3rd, 2004 • Alberto Culver Co • Retail-retail stores, nec • Illinois
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 31, 2004, among ALBERTO-CULVER COMPANY, a Delaware corporation (the “Company”), ALBERTO-CULVER USA, INC., a Delaware corporation (“A-C USA”), as a Borrowing Subsidiary, SALLY BEAUTY COMPANY, INC., a Delaware corporation (“Sally Beauty”), as a Borrowing Subsidiary, BEAUTY SYSTEMS GROUP, INC., a Delaware corporation (“Beauty Systems Group”), as a Borrowing Subsidiary, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
SUPPORT AGREEMENTSupport Agreement • June 28th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of June 19, 2006, between CDRS Acquisition LLC, a Delaware limited liability company (“Investor”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), New Sally Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Alberto-Culver (“New Sally”), and the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually a “Stockholder” and, collectively, the “Stockholders”).
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERSStockholders Stock Option Agreement • November 8th, 1995 • Alberto Culver Co • Perfumes, cosmetics & other toilet preparations • Illinois
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 10, 2006 AMONG ALBERTO-CULVER COMPANY, SALLY HOLDINGS, INC., REGIS CORPORATION, ROGER MERGER INC., AND ROGER MERGER SUBCO LLCAgreement and Plan of Merger • January 17th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2006 (this “Agreement”), among ALBERTO-CULVER COMPANY, a Delaware corporation (“Alberto-Culver”), SALLY HOLDINGS, INC., a Delaware corporation and wholly owned subsidiary of Alberto-Culver (“Spinco”), REGIS CORPORATION, a Minnesota corporation (“Regis”), ROGER MERGER INC., a Delaware corporation and a direct, wholly owned subsidiary of Regis (“Merger Sub”), and ROGER MERGER SUBCO LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Regis (“Subco”).
FORM OF SEVERANCE AGREEMENT AMENDMENTForm of Severance Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”) and (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
TERMINATION AND CONSULTING AGREEMENTTermination and Consulting Agreement • June 22nd, 2006 • Alberto Culver Co • 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”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • January 17th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
This Employee Matters Agreement, dated as of January 10, 2006, is between Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), and Sally Holdings, Inc., a Delaware corporation (“Spinco”).
Amendment to Employment AgreementEmployment Agreement • April 28th, 2005 • Alberto Culver Co • Retail-retail stores, nec • Illinois
This Amendment (this “Amendment”) to the Employment Agreement between Leonard H. Lavin (“Mr. Lavin”) and Alberto-Culver Company (the “Company”) dated as of December 6, 2004 (the “Agreement”), is made and entered into as of this 27th day of April, 2005.
FIRST AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • October 6th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), New Aristotle Company, a Delaware corporation (“Merger Sub”) and CDRS Acquisition LLC, a Delaware limited liability company (“Investor”), entered into an Investment Agreement (the “Agreement”), dated as of June 19, 2006;
FIRST AMENDMENT TO THE TAX ALLOCATION AGREEMENTTax Allocation Agreement • October 6th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”) (New Sally and Sally, collectively the “Sally Parties”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), and New Aristotle Holdings, Inc., a Delaware corporation (“New Alberto-Culver”) (Alberto-Culver and New Alberto-Culver, collectively the “Alberto-Culver Parties”), entered into a Tax Allocation Agreement (the “Agreement”), dated as of June 19, 2006;
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • December 13th, 2004 • Alberto Culver Co • Retail-retail stores, nec
THIS AGREEMENT, dated as of , to the Severance Agreement, dated as of , 19 (the “Severance Agreement”), is entered into between Alberto-Culver Company, a Delaware corporation (the “Company”), and (the “Executive”).
W I T N E S S E T H :Alberto Culver Co • December 28th, 2000 • Perfumes, cosmetics & other toilet preparations
SEPARATION AGREEMENT among NEW SALLY HOLDINGS, INC., SALLY HOLDINGS, INC., NEW ARISTOTLE HOLDINGS, INC. and ALBERTO-CULVER COMPANY Dated as of June 19, 2006Separation Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of June 19, 2006, is among New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”) (New Sally and Sally, collectively, the “Sally Parties”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), and New Aristotle Holdings, Inc., a Delaware corporation (“New Alberto-Culver”) (Alberto-Culver and New Alberto-Culver, collectively, the “Alberto-Culver Parties”).
SECOND AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • October 27th, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), New Aristotle Company, a Delaware corporation and CDRS Acquisition LLC, a Delaware limited liability company (“Investor”), entered into an Investment Agreement, dated as of June 19, 2006, as amended by the First Amendment to the Investment Agreement, dated as of October 3, 2006 (as so amended, the “Agreement”);
SEVERANCE AGREEMENT AMENDMENTSeverance Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”), and Carol L. Bernick (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
TIME SHARING AGREEMENT Dated as of the 20th day of June 2005. between Alberto- Culver USA, Inc., as Lessor, and the Individual named on Schedule A, as Time Sharing Lessee, as Lessee, concerning one Gulfstream Aerospace G-IV-SP aircraft bearing and one...Time Sharing Agreement • June 21st, 2005 • Alberto Culver Co • Retail-retail stores, nec • Illinois
This Time Sharing Agreement (this “Agreement”) is made, effective as of the 20th day of June 2005 (the “Effective Date”), by and between ALBERTO-CULVER USA, INC., a Delaware corporation (“Lessor”), and the Person listed on Schedule A (“Lessee”).
KEY EXECUTIVE DEFERRED COMPENSATION AGREEMENT --------------------------------------------- THIS AGREEMENT, made and entered into this _______ day of ____________, _____, by and between ALBERTO-CULVER COMPANY, a Delaware corporation with its principal...Key Executive Deferred Compensation Agreement • March 27th, 2000 • Alberto Culver Co • Perfumes, cosmetics & other toilet preparations • Illinois
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 22nd, 2006 • Alberto Culver Co • Retail-retail stores, nec • Delaware
This Employee Matters Agreement, dated as of June 19, 2006, is among New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”) (New Sally and Sally, collectively the “Sally Parties”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”) and New Aristotle Holdings, Inc., a Delaware corporation (“New Alberto-Culver”) (Alberto-Culver and New Alberto-Culver, collectively the “Alberto-Culver Parties”).
Employment AgreementEmployment Agreement • December 8th, 2004 • Alberto Culver Co • Retail-retail stores, nec • Illinois
This Employment Agreement between Leonard H. Lavin (“Mr. Lavin”) and Alberto-Culver Company (the “Company”) dated as of December 6, 2004.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 6th, 2006 • Alberto Culver Co • Retail-retail stores, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 5, 2006, by and among Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”) and The Bank of New York Trust Company, N.A., as successor in interest to J.P. Morgan Trust Company, N.A., successor in interest to Bank One, N.A., formerly The First National Bank of Chicago, as trustee (the “Trustee”) under the Indenture, dated as of June 10, 1998, between Alberto-Culver and the Trustee (the “Indenture”).
