Sally Beauty Holdings, Inc. Sample Contracts

SALLY BEAUTY HOLDINGS, INC., as Issuer and [ ], as Trustee
Indenture • November 18th, 2010 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

INDENTURE, dated as of , 20 , by and between Sally Beauty Holdings, Inc., a Delaware corporation (the “Company”), and [ ], a , as trustee (the “Trustee”).

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SALLY HOLDINGS LLC and SALLY CAPITAL INC. as Issuers and the Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Notes Collateral Agent INDENTURE DATED AS OF APRIL 24, 2020 8.750% SENIOR SECURED SECOND...
Indenture • April 27th, 2020 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

INDENTURE, dated as of April 24, 2020 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Sally Holdings LLC, a limited liability company organized under the laws of the state of Delaware, and Sally Capital Inc., a corporation organized under the laws of the state of Delaware, as joint and several Issuers; the Parent Guarantors and Subsidiary Guarantors from time to time parties hereto; and Wells Fargo Bank, National Association, a national banking association, as Trustee and as Notes Collateral Agent.

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 16th, 2007 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware

Indemnification Agreement, dated as of January 15, 2007, between Sally Beauty Holdings Inc., a Delaware corporation (the “Company”) and David L. Rea (“Indemnitee”).

SALLY BEAUTY HOLDINGS, INC. 18,000,000 Shares Common Stock Underwriting Agreement
Underwriting Agreement • October 18th, 2011 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York
CREDIT AGREEMENT among SALLY HOLDINGS LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent, Dated as of November 16, 2006
Credit Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York

CREDIT AGREEMENT, dated as of November 16, 2006, among SALLY HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”), and MERRILL LYNCH CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”).

CREDIT AGREEMENT Dated as of February 28, 2023 among SALLY HOLDINGS LLC and SALLY CAPITAL INC., as Borrowers, SALLY BEAUTY HOLDINGS, INC. and SALLY INVESTMENT HOLDINGS LLC, as Parent Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, THE...
Credit Agreement • March 1st, 2023 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

This CREDIT AGREEMENT is entered into as of February 28, 2023, among SALLY HOLDINGS LLC, a Delaware limited liability company (the “Company”), SALLY CAPITAL INC., a Delaware corporation (“Sally Capital” and, together with the Company, each individually a “Borrower” and collectively the “Borrowers”), Sally Beauty Holdings, Inc. (“Holding”), Sally Investment Holdings LLC, a Delaware limited liability company (“Intermediate Holdings”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), for the Lenders and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

10.5% SENIOR SUBORDINATED NOTES DUE 2016
Indenture • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York

INDENTURE, dated as of November 16, 2006 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Sally Holdings LLC, a limited liability company organized under the laws of the state of Delaware, and Sally Capital Inc., a corporation organized under the laws of the state of Delaware, as joint and several Issuers: the Subsidiary Guarantors from time to time parties hereto; and Wells Fargo Bank, National Association, a national banking association, as Trustee.

FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • October 6th, 2008 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT is entered into as of , 2008 (the “Effective Date”) by and between Sally Beauty Holdings, Inc., a Delaware corporation (the “Company’), and (the “Executive”). This Agreement amends and restates the Severance Agreement between the parties dated as of November 16, 2006.

SECURITY AGREEMENT by SALLY HOLDINGS LLC, BEAUTY SYSTEMS GROUP LLC, SALLY BEAUTY SUPPLY LLC, as the Domestic Borrowers and THE OTHER DOMESTIC BORROWERS AND DOMESTIC GUARANTORS PARTY HERETO FROM TIME TO TIME and BANK OF AMERICA, N.A., as Collateral...
Security Agreement • February 3rd, 2011 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

SECURITY AGREEMENT dated as of November 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) SALLY HOLDINGS LLC, BEAUTY SYSTEMS GROUP LLC, and SALLY BEAUTY SUPPLY LLC, each a Delaware corporation having an office at 3001 Colorado Boulevard, Denton, Texas, 7620, each as a Domestic Borrower (collectively, the “Original Domestic Borrowers”), and (ii) THE OTHER DOMESTIC BORROWERS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Domestic Borrowers,” and together with the Original Domestic Borrowers, the “Domestic Borrowers”), (iii) THE DOMESTIC GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Domestic Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Domestic Guarantors,” and together with the Original Domestic Guarantors, the “Domestic Guarantors”), as pledgor

GUARANTEE AND COLLATERAL AGREEMENT made by SALLY INVESTMENT HOLDINGS LLC SALLY HOLDINGS LLC and certain of its Subsidiaries, in favor of MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent Dated as of November 16, 2006
Guarantee and Collateral Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of November , 2006, made by SALLY INVESTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), SALLY HOLDINGS LLC, a Delaware limited liability company (in its specific capacity as Borrower, together with its successors and assigns, the “Borrower”) and certain Subsidiaries of the Borrower in favor of MERRILL LYNCH CAPITAL CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 3rd, 2023 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

Replacing the BA Rate. On May 16, 2022 Refinitiv Benchmark Services (UK) Limited (“RBSL”), the administrator of the BA Rate, announced in a public statement that the calculation and publication of all tenors of the BA Rate will permanently cease immediately following a final publication on Friday, June 28, 2024. On the earlier of

SALLY BEAUTY HOLDINGS, INC. 23,111,527 Shares Common Stock Underwriting Agreement
Underwriting Agreement • July 23rd, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: Q3 preliminary results press release, dated July 17, 2012.

SEVERANCE AGREEMENT AMENDMENT
Severance Agreement • August 2nd, 2006 • New Sally Holdings, Inc.

This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”) and Gary Schmidt (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).

SALLY HOLDINGS LLC SALLY CAPITAL INC. 6.75% Senior Notes due 2032 UNDERWRITING AGREEMENT Dated February 12, 2024
Underwriting Agreement • February 13th, 2024 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec

As Representative of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters” or “you”)

CREDIT AGREEMENT among SALLY HOLDINGS LLC, BEAUTY SYSTEMS GROUP LLC, SALLY BEAUTY SUPPLY LLC ANY CANADIAN BORROWER FROM TIME TO TIME PARTY HERETO, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, MERRILL LYNCH CAPITAL, a division of Merrill Lynch...
Credit Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York

CREDIT AGREEMENT, dated as of November 16, 2006, among SALLY HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, the “Parent Borrower”), BEAUTY SYSTEMS GROUP LLC, a Delaware limited liability company, SALLY BEAUTY SUPPLY LLC, a Delaware limited liability company (together with BEAUTY SYSTEMS GROUP LLC and their respective successors and assigns, the “Subsidiary Borrowers” and, together with the Parent Borrower and the Canadian Borrowers (as hereinafter defined), collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in subsection 1.1, the “Lenders”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Colla

SEVERANCE AGREEMENT
Severance Agreement • November 14th, 2013 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware

THIS SEVERANCE AGREEMENT is entered into as of November 12, 2013 (the “Effective Date”) by and between Sally Beauty Holdings, Inc., a Delaware corporation (the “Company’), and Tobin Anderson (the “Executive”).

CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by SALLY BEAUTY (CANADA) CORPORATION and BEAUTY SYSTEMS GROUP (CANADA), INC. and SALLY BEAUTY CANADA HOLDINGS INC. and certain of their respective Subsidiaries in favour of MERRILL LYNCH CAPITAL CANADA...
Canadian Guarantee and Collateral Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • Ontario

CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 16, 2006, made by Sally Beauty (Canada) Corporation (“Sally Canada”), a Nova Scotia unlimited liability company, Beauty Systems Group (Canada), Inc. (“Beauty Canada”), a New Brunswick corporation, Sally Beauty Canada Holdings Inc. (the “Canadian Parent”), a Delaware corporation, and certain Subsidiaries of the Canadian Borrowers in favour of Merrill Lynch Capital Canada Inc., as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”) and Canadian administrative agent (in such capacity, the “Canadian Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.

SALLY BEAUTY HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of November 16, 2006
Stockholders Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • Delaware

STOCKHOLDERS AGREEMENT, dated as of November 16, 2006 (as it may be amended from time to time, this “Agreement”), among (i) Sally Beauty Holdings, Inc, a Delaware corporation (formerly 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.

RESTRICTED STOCK UNIT AWARD AGREEMENT for Independent Directors Non- transferable GRANT TO
Restricted Stock Unit Award Agreement • November 15th, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec

pursuant to and subject to the provisions of the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the RS Units, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

SALLY BEAUTY HOLDINGS, INC. 15,000,000 Shares Common Stock Underwriting Agreement
Underwriting Agreement • May 10th, 2012 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

Sally Holdings LLC Beauty Systems Group LLC Sally Beauty Supply LLC Sally Beauty Distribution LLC Sally Beauty Holdings LP

CONSULTING AGREEMENT
Consulting Agreement • August 6th, 2015 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec

This Consulting Agreement (“Agreement”) is made effective as of October 1, 2015 (the “Effective Date”), by and between John Golliher (“Consultant”) and Sally Beauty Holdings, Inc., a Delaware corporation (“SBH”) (collectively, the “Parties”). Consultant and SBH agree as follows:

SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN STOCK OPTION AGREEMENT FOR EMPLOYEES
Stock Option Agreement • November 19th, 2009 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware
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OPTION EXERCISE PERIOD EXTENSION AGREEMENT
Option Exercise Period Extension Agreement • May 6th, 2009 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware

This Option Exercise Period Extension Agreement (“Agreement”) is entered into as of the day of , 2009 by and between Sally Beauty Holdings, Inc. (“Sally”) and (“Employee”) (collectively, the “Parties”).

AMENDED AND RESTATED DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • November 19th, 2009 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Delaware

Indemnification Agreement, dated as of October 22, 2009, between Sally Beauty Holdings Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

RELEASE AND SEPARATION AGREEMENT
Release and Separation Agreement • May 6th, 2009 • 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 Walter Richard Dowd (“Employee”), and is intended to set forth all the rights, duties and obligations of the parties. In consideration of the mutual promises contained in this Agreement, the parties agree as follows:

Sally Holdings LLC Sally Capital Inc. $430,000,000 9.25% Senior Notes due 2014 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • Retail-retail stores, nec • New York
SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Restricted Stock Agreement • November 19th, 2009 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of October 21, 2009 by and between Sally Beauty Holdings, Inc. (the “Company”) and (“Employee”).

TERMINATION AND CONSULTING AGREEMENT
Termination and Consulting Agreement • November 22nd, 2006 • New Sally Holdings, Inc. • 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”).

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 12th, 2024 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 6, 2017, as amended on April 15, 2020, as amended on September 2, 2020, as amended on May 11, 2021, and as further amended on April 19, 2023, among

SALLY HOLDINGS LLC and SALLY CAPITAL INC. as Issuers and the Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Third Supplemental Indenture • December 3rd, 2015 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of December 3, 2015, by and between Sally Holdings LLC, a Delaware limited liability company (the “Company”), and Sally Capital Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors from time to time party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) to the Indenture, dated as of May 18, 2012, between the Issuers, the Guarantors from time to time party thereto and the Trustee (the “Base Indenture” and, as supplemented by this Third Supplemental Indenture, the “Indenture”).

SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • April 27th, 2007 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of (“Effective Date”), by and between Sally Beauty Holdings, Inc. (the “Company”) and (“Director”).

FIRST SUPPLEMENTAL INDENTURE
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

CONSULTING AGREEMENT
Consulting Agreement • November 22nd, 2021 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Texas

This Consulting Agreement (this "Agreement") is entered into effective as of September 30, 2021 (the "Effective Date "), by and between Christian A. Brickman ("Consultant") and Sally Beauty Holdings, Inc. (the "Company") (jointly, the "Parties"):

OPTION EXERCISE PERIOD EXTENSION AGREEMENT
Option Exercise Period Extension Agreement • May 5th, 2016 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Texas

This Option Exercise Period Extension Agreement (“Agreement”) is entered into by and between Sally Beauty Holdings, Inc. (“Employer”) and Gary Winterhalter (“Employee”) (collectively, the “Parties”).

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