Exhibit 10.01
SECOND AMENDMENT
TO THE
TAX ALLOCATION
AGREEMENT
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, dated as of June 19,
2006, as amended by the First Amendment to the Tax Allocation
Agreement, dated as of October 3, 2006 (as so amended, the
“ Agreement ”);
WHEREAS, the parties to the
Agreement desire to amend the Agreement to, among other things,
provide that reference in the Agreement to any agreement entered
into or to be entered into in connection with the Transactions
means such agreement as may be amended or modified from time to
time in accordance with the terms of such agreement; and
WHEREAS, Section 8.07 of the
Agreement provides that the Agreement cannot be amended except by a
written agreement executed by the Sally Parties and the
Alberto-Culver Parties; provided , that, unless the
Investment Agreement (as such term is defined i
