FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 2nd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 20, 2011 (this “Supplemental Indenture”), among Sally Beauty Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“Holding”), and Sally Investment Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“Intermediate Holdings” and, together with Holding, the “Parent Guarantors”), and Sally Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Company”), and Sally Capital Inc., a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Co-Issuer” and, together with the Company, the “Issuers”), and each existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”), and Wells Fargo Bank, National Association, a national banking association, as Trustee un
RELEASE AND SEPARATION AGREEMENTRelease and Separation Agreement • February 2nd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Texas
This Release and Separation Agreement (“Agreement”) is entered into as of the last date signed below, by and between Sally Beauty Holdings, Inc. (“Employer”) and Bennie Lowery (“Employee”), and is intended to set forth all the rights, duties and obligations of the parties with respect to the matters addressed herein. In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec
This Consulting Agreement (“Agreement”) is made effective as of the 3rd day of January, 2012 (the “Effective Date”), by and between Diversely Specialized, Inc., a Texas corporation (“Consultant”) and Sally Beauty Holdings, Inc., a Delaware corporation (“SBH”) (collectively, the “Parties”). Consultant and SBH agree as follows:
OPTION EXERCISE PERIOD EXTENSION AND RESTRICTED STOCK VESTING EXTENSION AGREEMENTRestricted Stock Vesting Extension Agreement • February 2nd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Texas
This Option Exercise Period Extension And Restricted Stock Vesting Extension Agreement (“Agreement”) is entered into as of the day of by and between Sally Beauty Holdings, Inc. (“Employer”) and (“Employee”) (collectively, the “Parties”).
JOINDER TO LOAN DOCUMENTSLoan Documents • February 2nd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec
SALLY HOLDINGS LLC, a Delaware limited liability company, BEAUTY SYSTEMS GROUP, LLC, a Delaware limited liability company, and SALLY BEAUTY SUPPLY, LLC, a Delaware limited liability company (collectively, the “Domestic Borrowers”);
ASSUMPTION AGREEMENTAssumption Agreement • February 2nd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York
ASSUMPTION AGREEMENT, dated as of December 20, 2011, made by SALLY BEAUTY HOLDINGS, INC., a Delaware corporation (the “Additional Granting Party”), in favor of MERRILL LYNCH CAPITAL CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.
