Exhibit 4.15


 


ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the Credit Agreement, dated as
of November , 2006, among SALLY HOLDINGS LLC, a Delaware limited liability
company, (the “Parent Borrower”), BEAUTY SYSTEMS GROUP LLC, a Delaware
limited liability company, and SALLY BEAUTY SUPPLY LLC, a Delaware limited
liability company, (together with BEAUTY SYSTEMS GROUP LLC and their respective
successors and assigns the “Subsidiary Borrowers”), the Canadian
Borrowers (as defined in the Credit Agreement) (the Canadian Borrowers together
with the Parent Borrower and Subsidiary Borrowers, the “Borrowers”), the
several banks and other financial institutions from time to time parties
thereto (the “Lenders”), MERRILL LYNCH CAPITAL, a division of’ Merrill Lynch Business
Financial Services Inc., as administrative agent (the “Administrative Agent”)
and collateral agent for the Lenders. MERRILL LYNCH CAPITAL CANADA INC., as
Canadian agent and Canadian collateral agent for the Lenders. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.


 


MERRILL LYNCH CAPITAL CANADA INC. (the “Assignor”) and GE CANADA
FINANCE HOLDING COMPANY (the “Assignee”) agree as follows:


 


1.                                             The Assignor hereby
irrevocably sells and assigns to the Assignee without recourse to the Assignor,
and the Assignee hereby irrevocably purchases and assumes from the Assignor
without recourse to the Assignor, as of the Transfer Effective Date (as defined
below), an interest (the “Assigned Interest”) as set forth in Schedule 1
in and to the Assignor’s rights and obligations under the Credit Agreement and
the other Loan Documents with respect to those credit facilities provided for
in the Credit Agreement as are set forth on Schedule l (individually, an “Assigned
Facility” collectively, the “Assigned Facilities”), in a principal
amount for each Assigned Facility as set forth on Schedule I.


 


2.                                             The Assignor (a) makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other Loan
Document or any other instrument or document furnished pursuant thereto, other
than that it is the legal and beneficial owner of the Assigned Interest and
that it has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse
claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers, any of
its Subsidiaries or any other obligor or the performance or observance by the
Borrowers, any of their Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement, any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto; and (c) attaches
the Note(s) if any held by it evidencing the Assigned Facilities.


 


3.                                       The Assignee (a) represents
and warrants that it is legally authorized to enter into this Assignment and
Acceptance; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in 


 

















 


subsection
5.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, any Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes
each applicable Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent and/or the Canadian Agent
by the terms thereof, together with such powers as are incidental thereto; (e) hereby
affirms the acknowledgements and representations of such Assignee as a Lender
contained in subsection 10.5 of the Credit Agreement and confirms that it meets
the requirements set forth in subsection 11.6(b)(ii)(D) of the Credit
Agreement; and (f) agrees that it will be bound by the provisions of the
Credit Agreement and will perform in accordance with the terms of the Credit
Agreement all the obligations which by the terms of the Credit Agreement are required
to be performed by it as a Lender, including its obligations pursuant to
subsection 11.16 of the Credit Agreement, and, if it is organized under the
laws of a jurisdiction outside the United States, its obligations pursuant to
subsection 4.11(b) of the Credit Agreement.


 


4.                                            The effective
date of this Assignment and Acceptance shall be February       ,
2008 (the “Transfer Effective Date”). Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to
subsection 11.6 of the Credit Agreement, effective as of the Transfer Effective
Date (which shall not, unless otherwise agreed to by the Administrative Agent,
be earlier than five Business Days after the date of such acceptance and
recording by the Administrative Agent).


 


5.                                       Upon such
acceptance and recording, from and after the Transfer Effective Date, the
Administrative Agent and/or the Canadian Agent, as applicable, shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignee whether such amounts have
accrued prior to the Transfer Effective Date or accrued subsequent to the
Transfer Effective Date. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent and/or the
Canadian Agent, as applicable, for periods prior to the Transfer Effective Date
or with respect to the making of this assignment directly between themselves.


 

















 


6.                                       From and after the Transfer Effective
Date, (a) the Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the other Loan Documents and shall
be bound by the provisions thereof and (b) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement, but shall
nevertheless continue to be entitled to the benefits of subsections 4.10, 4.11
, 4.12 and 11.5 thereof.


 


7.                                       Notwithstanding any other
provision hereof, if the consents of the Parent Borrower and the Administrative
Agent hereto are required under subsection 11.6 of the Credit Agreement, this
Assignment and Acceptance shall not be effective unless such consents shall
have been obtained.


 


8.                                        This Assignment and Acceptance shall be
governed by and construed in accordance with the laws of the State of New York.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance
to be executed as of the date first above written by their respective duly
authorized officers on Schedule I hereto.


 

















 


SCHEDULE I to the

Assignment and Acceptance


 


Re: Credit Agreement, dated as of November 2006,
among 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, the Canadian Borrowers (as defined in the
Credit Agreement), the several banks and other financial institutions from time
to time parties thereto, MERRILL LYNCH CAPITAL, a division of Merrill Lynch
Business Financial Services Inc., as administrative agent and collateral agent
for the Lenders. MERRILL LYNCH CAPITAL CANADA. INC., as Canadian agent and
Canadian collateral agent for the Lenders.


 


Name
of Assignor:   Merrill Lynch Capital
Canada Inc.


 


Name
of Assignee:   GE Canada Finance Holding
Company


 


Transfer
Effective Date of Assignment:   February 4,
2008


 


	
   

  	
   

  	
  Aggregate Amount of

  	
   

  	
  Amount of

  	
   

  
	
   

  	
   

  	
  Commitment/Loans

  	
   

  	
  Commitment/Loans

  	
   

  
	
  Credit Facility

  	
   

  	
  under Canadian

  	
   

  	
  under Canadian

  	
   

  
	
  Assumed

  	
   

  	
  Facility for all Lenders

  	
   

  	
  Facility Assigned

  	
   

  
	
  Canadian Facility

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  	
  $

  	
  9,800,000.00

  	
   

  
								



 


 


	
  ASSIGNOR:
  /s/ Jacquie Alexander

  	
  ASSIGNEE:
  /s/ Richard Zeni

  
	
   

  	
   

  
	
  MERRILL
  LYNCH CAPITAL

  	
  GE
  CANADA FINANCE

  
	
  CANADA
  INC.

  	
  HOLDING
  COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jacquie Alexander

  	
  By:

  	
  /s/
  Richard Zeni

  
	
  Name:

  	
  Jacquie
  Alexander

  	
  Name:

  	
  Richard
  Zeni

  
	
  Title:

  	
  Authorized Signatory

  	
  Title:

  	
  Duly Authorized Signatory

  
							



 

















 


Consented
to:


 


MERRILL
LYNCH CAPITAL, a division of


Merrill
Lynch Business Financial Services Inc.,


as
Administrative Agent


 


	
  By:

  	
  /s/
  Jennifer Kloud

  	
   

  
	
  Name:

  	
  Jennifer
  Kloud

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Consented
  to:

  
	
   

  
	
  SALLY
  HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David L. Rea

  	
   

  
	
  Name:

  	
  David L. Rea

  	
   

  
	
  Title:

  	
  Senior VP/CFO