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Exhibit 4.2
ASSUMPTION
AGREEMENT
ASSUMPTION AGREEMENT, dated
as of January 27, 2005 (this “ Agreement ”),
between DLI Acquisition Corp., a Delaware corporation (“
Assignor ”), and Del Laboratories, Inc., a Delaware
corporation (“ Assignee ”), and consented to by
JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “ Administrative Agent ”) for the
banks and other financial institutions (the “ Lenders
”) from time to time parties to the Credit Agreement (as
hereinafter defined).
W I
T N E S
S E T H
:
WHEREAS, Assignor and the
Administrative Agent are parties to the Credit Agreement, dated as
of January 27, 2005 (as amended, supplemented, waived or otherwise
modified from time to time, the “ Credit Agreement
”), among Assignor, DLI Holding II Corp., the Lenders, the
Administrative Agent, J.P. Morgan Securities, Inc. and Bear,
Stearns & Co. Inc., as joint lead arrangers and joint
bookrunners, Bear Stearns Corporate Lending Inc., as syndication
agent, and Deutsche Bank Securities Inc., as documentation agent
and as co-agent; and
WHEREAS, pursuant to the
Credit Agreement, Assignee desires to accept and assume all of the
obligations and liabilities of Assignor under the Loan Documents
(other than the Guarantee and Collateral Agreement).
NOW, THEREFORE, the parties
hereto hereby agree as follows:
1. Defined Terms .
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
2. Assignment of Rights
and Obligations . Effective as of immediately after the Merger
on the Closing Date, Assignor hereby irrevocably assigns, transfers
and conveys to Assignee all of Assignor’s rights,
obligations, covenants, agreements, duties and liabilities as
“Borrower” under or with respect to the Credit
Agreement, any Notes, any Letters of Credit, and any of the other
Loan Documents (other than the Guarantee and Collateral Agreement)
executed by Assignor, and any and all certificates and other
documents executed by Assignor in connection therewith
(collectively, the “ Assumed Agreements ”);
provided , however , that Assignor understands and
agrees that such assignment, transfer and conveyance shall not be
effective with respect to, or in any way release Assignor from any
of its obligations, covenants, agreements, duties and liabilities
under or with respect to this Agreement.
3. Assumption of
Agreements and Obligations . Effective as of immediately after
the Merger on the Closing Date, Assi
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