Exhibit 4.1

 

AMENDMENT NO. 1 TO CREDIT AGREEMENT

 

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of June 11, 2012 by and 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 (collectively, the “Domestic Borrowers”);

 

BEAUTY SYSTEMS GROUP (CANADA), INC., a New Brunswick corporation (the “Canadian Borrower”),

 

SBH FINANCE B.V., a private limited liability company, incorporated under the laws of the Netherlands (the “Foreign Borrower” and, collectively with the Domestic Borrowers and the Canadian Borrower, the “Borrowers”);

 

the GUARANTORS party to the Credit Agreement set forth on Schedule II annexed hereto (collectively, the “Guarantors” and, together with the Borrowers, the “Loan Parties”);

 

the LENDERS now party to the Credit Agreement (as defined below);

 

BANK OF AMERICA, N.A., a national banking association, having a place of business at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below) and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and for the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below) to the Credit Agreement (as defined below); and

 

BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent.

 

W I T N E S S E T H :

 

A.            Reference is made to a certain Credit Agreement dated as of November 12, 2010 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by, among others, (i) the Borrowers, (ii) the Guarantors, (iii) the Administrative Agent, (iv) the Collateral Agent, (v) the Canadian Agent, and (vi) the Lenders party thereto (the “Lenders”).  All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement.

 

B.            The parties hereto desire to effect amendments to the Credit Agreement as more particularly described below.

 











 

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

Section 1.              Definitions.  All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

 

Section 2.              Specific Amendments to Credit Agreement.  The parties hereto agree that the Credit Agreement is hereby amended as follows:

 

(a)           The definition of “Consolidated Fixed Charge Coverage Ratio” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“‘Consolidated Fixed Charge Coverage Ratio’ means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA for such period minus (ii) the unfinanced portion of all Capital Expenditures (excluding any Capital Expenditure made with all or any portion of the proceeds, applied within twelve months of receipt thereof, from (x) any casualty insurance, condemnation or eminent domain, or (y) any sale of assets (other than Inventory) and excluding (z) any Capital Expenditure made with all or any portion of the proceeds from the sale of Equity Interests, provided that any such Capital Expenditure is made or committed to be made within six (6) months after the date of receipt of the initial proceeds from the sale of such Equity Interests) minus (iii) the aggregate amount of Federal, state, provincial, territorial, municipal, local and foreign income taxes paid in cash during such period to (b) the Debt Service Charges, in each case, of or by Holdings and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.”

 

(b)           The definition of “Payment Conditions” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

 

‘“Payment Conditions’ means, at the time of determination with respect to any Restricted Payment, that (a) no Default or Event of Default then exists or would arise as a result of the making of such Restricted Payment, and (b) if after giving pro forma effect to such Restricted Payment, (x) Excess Availability for the 45 day period immediately preceding, and on the date of, such Restricted Payment was equal to or greater than 20% of the Loan Cap, and (y) the Consolidated Fixed Charge Coverage Ratio, for the most recent Measurement Period, is equal to or greater than 1.2:1.0.  If after giving pro forma effect to such Restricted Payment, Excess Availability would be equal to or less than 50% of the Loan Cap, the Parent shall furnish the Administrative Agent with prior notice of any such Restricted Payment which is subject to the Payment Conditions, together with supporting documentation evidencing the satisfaction of the Excess

 

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Availability requirements and the satisfaction of the required Consolidated Fixed Charge Coverage Ratio, no less than five (5) Business Days prior to the consummation of any such Restricted Payment.”

 

(c)           Section 7.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“7.13      Consolidated Fixed Charge Coverage Ratio.  During the continuance of a Covenant Compliance Event, permit the Consolidated Fixed Charge Coverage Ratio, calculated as of the last day of each month, on a trailing twelve (12) month basis to be less than 1.1:1.0.”

 

Section 3.              Certain Additional Technical Amendments to Credit Agreement.

 

The parties hereto agree that the Credit Agreement is hereby further amended as follows:

 

(a)           The second sentence of Section 2.02(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“Each such notice must be received by the Administrative Agent or the Canadian Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Committed Borrowing of or continuation of Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans or of any conversion of any such Loans to Loans of a different Type, (ii) four (4) Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to, or continuation of Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of any such Loans to Loans of a different Type, and (iii) on the requested date of any Committed Borrowing of any of Canadian Prime Rate Loans, Domestic Prime Rate Loans or US Index Rate Loans.”

 

(b)           The parenthetical phrase at the end of Section 6.01(a) is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

 

“(it being agreed that the furnishing or filing of Holdings’ annual report on Form 10-K for such year as filed with the SEC, shall satisfy this subsection 6.01(a) with respect to such fiscal year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of scope of audit)”;

 

(c)           The parenthetical phrase at the end of Section 6.01(b) is hereby deleted in its entirety and the following is hereby substituted in lieu thereof:

 

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“(it being agreed that the furnishing or filing of Holdings’ quarterly reports on Form 10-Q, as filed with the SEC, shall satisfy this subsection 6.01(b))”

 

(d)           Section 6.02(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“(a)         concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its Registered Public Accounting Firm certifying such financial statements and stating that in making the examination necessary for their certification of such financial statements, such Registered Public Accounting Firm has not obtained any knowledge of the existence of any Default under Section 7.13 (but only if, during the Fiscal Year, Section 7.13 was applicable) the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event (which certificate may be limited to the extent required by accounting rules or guidelines);”

 

(e)           Section 6.02(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“(b)         concurrently with the delivery of the financial statements referred to in clauses (a), (b) and (c) of Section 6.01 (commencing with the delivery of the financial statements for the Fiscal Quarter ended December 31, 2010), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Holdings shall also provide a statement of reconciliation conforming such financial statements to GAAP, and in the case of quarterly reporting only, a copy of management’s discussion and analysis with respect to such financial statements if not included in Holdings’ Form 10-Q;”

 

(f)            Section 6.02(c) of the Credit Agreement is hereby amended by inserting the phrase “or Holdings” immediately after the phrase “of the Parent” appearing therein and by inserting the phrase “or Holdings’” immediately after the phrase “from the Parent’s” appearing therein.

 

(g)           The penultimate paragraph of Section 6.02 of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“Documents required to be delivered pursuant to paragraphs (a) and (b) of Section 6.01 or pursuant to Section 6.02(e) to the extent any such documents and the information required to be provided therewith as set forth above are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been

 

4











 

delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet at the website address listed on Schedule 10.02 or filed with the SEC; or (ii) on which such documents are posted on Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Holdings shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.”

 

Section 4.              Representations and Warranties.  Each Loan Party hereby makes all representations, warranties, and covenants set forth in the Credit Agreement and the other Loan Documents as of the date hereof (other than representations, warranties and covenants that relate solely to an earlier date).

 

Section 5.              Ratification of Loan Documents.  Except as specifically amended by this Amendment, all of the terms and conditions of the Credit Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof, without releasing any Loan Party thereunder or Collateral granted by any Loan Party.

 

Section 6.              Conditions Precedent to Effectiveness.  This Amendment shall not be effective until the following conditions precedent have each been fulfilled to the reasonable satisfaction of the Administrative Agent:

 

a.             This Amendment shall have been duly executed and delivered by the Borrowers and Guarantors set forth herein; and

 

b.             This Amendment shall have been duly executed by the Administrative Agent, the Collateral Agent and the Required Lenders.

 

Upon the satisfaction of the condition precedent set forth above, this Amendment shall be effective immediately and, in this connection, all calculations of “Consolidated Fixed Charge Coverage Ratio” and “Payment Conditions” occurring after the date hereof shall be made after giving effect to this Amendment.

 

5











 

Section 7.              Miscellaneous.

 

a.             This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.

 

b.             This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby.  No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

 

c.             Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

 

d.             The Loan Parties shall pay all Credit Party Expenses of the Administrative Agent and the Secured Parties, including, without limitation, all such Credit Party Expenses incurred in connection with the preparation, negotiation, execution and delivery of this Amendment in accordance with the terms of the Credit Agreement.

 

e.             THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT GIVING EFFECT TO THE OTHER CONFLICTS OF LAWS PRINCIPLES THEREOF.

 

f.              Upon the satisfaction of the conditions to effectiveness of this Amendment as set forth in Section 6 hereof, each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

 

[SIGNATURE PAGES FOLLOW]

 

6











 

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.

 

	
LOAN   PARTIES:
    	
 
    
	
 
    	
 
    
	
DOMESTIC   BORROWERS:
    	
 
    
	
 
    	
 
    
	
SALLY HOLDINGS LLC
    	
 
    
	
BEAUTY SYSTEMS GROUP LLC
    	
 
    
	
SALLY BEAUTY SUPPLY LLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Mark J. Flaherty
    	
 
    
	
Name:
    	
Mark   J. Flaherty
    	
 
    
	
Title:
    	
Senior   Vice President and Chief Financial Officer
    	
 
    
	
 
    	
 
    
	
CANADIAN   BORROWER:
    	
 
    
	
 
    	
 
    
	
BEAUTY   SYSTEMS GROUP (CANADA), INC.
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Mark J. Flaherty
    	
 
    
	
Name:
    	
Mark   J. Flaherty
    	
 
    
	
Title:
    	
Senior   Vice President and Chief Financial Officer
    	
 
    
	
 
    	
 
    
	
FOREIGN   BORROWER:
    	
 
    
	
 
    	
 
    
	
SBH   FINANCE B.V.
    	
 
    
	
 
    	
 
    
	
By:   ANT Management (Netherlands) B.V.
    	
 
    
	
Title:
    	
Director   A
    	
 
    
	
Jointly   represented by:
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Elsina T. Kromhout
    	
 
    
	
Name:
    	
Elsina   T. Kromhout
    	
 
    
	
Place:
    	
Rotterdam,   the Netherlands
    	
 
    
	
Date:
    	
8   June 2012
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Dedde Zeelenberg
    	
 
    
	
Name:
    	
Dedde   Zeelenberg
    	
 
    
	
Place:
    	
Rotterdam,   the Netherlands
    	
 
    
	
Date:
    	
8   June 2012
    	
 
    


 

Signature Page to Amendment No. 1 to ABL Credit Agreement

 











 

	
Mark   Faulkner
    	
 
    
	
Title:    Director B
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Mark Faulkner
    	
 
    
	
Name:
    	
Mr. Mark   Faulkner
    	
 
    
	
Place:
    	
Monterrey,   MX
    	
 
    
	
Date:
    	
June 8,   2012
    	
 
    


 

Signature Page to Amendment No. 1 to ABL Credit Agreement

 












 

GUARANTORS:

 

SALLY BEAUTY HOLDINGS, INC.

SALLY INVESTMENT HOLDINGS LLC

INNOVATIONS — SUCCESSFUL SALON SERVICES

NEKA SALON SUPPLY, INC.

PROCARE LABORATORIES, INC.

ARMSTRONG MCCALL HOLDINGS, INC.

ARMSTRONG MCCALL MANAGEMENT, L.C.

ARMSTRONG MCCALL HOLDINGS, L.L.C.

ARNOLD’S, INC.

ARMSTRONG MCCALL, L.P.

DIORAMA SERVICES COMPANY, LLC

SALLY CAPITAL INC.

SALLY BEAUTY DISTRIBUTION LLC

SALLY BEAUTY DISTRIBUTION OF OHIO, INC.

SALLY BEAUTY INTERNATIONAL FINANCE LLC

BEAUTY HOLDING LLC

SOREN ENTERPRISES, INC.

BEYOND THE ZONE, INC.

SILK ELEMENTS, INC.

HIGH INTENSITY PRODUCTS, INC.

NAIL LIFE, INC.

SEXY U PRODUCTS, INC.

FOR PERMS ONLY, INC.

ENERGY OF BEAUTY, INC.

MIRACLE LANE, INC.

TANWISE, INC.

SATIN STRANDS, INC.

POWER IQ, INC.

DESIGN LENGTHS, INC.

BRENTWOOD BEAUTY LABORATORIES INTERNATIONAL, INC.

ION PROFESSIONAL PRODUCTS, INC.

NEW IMAGE PROFESSIONAL PRODUCTS, INC.

ESTHETICIAN SERVICES, INC.

FEMME COUTURE INTERNATIONAL, INC.

GENERIC VALUE PRODUCTS, INC.

VENIQUE, INC. (FORMERLY KNOWN AS MODERN PANACHE, INC.)

LAND OF DREAMS, INC.

COLORESSE, INC.

AERIAL COMPANY, INC.

 

	
By:   
    	
 
    	
/s/   Mark J. Flaherty
    	
 
    
	
Name:   
    	
Mark   J. Flaherty
    	
 
    
	
Title:   
    	
Senior   Vice President and
    	
 
    
	
 
    	
Chief   Financial Officer
    	
 
    


 

Signature Page to Amendment No. 1 to ABL Credit Agreement

 











 

SALON SUCCESS INTERNATIONAL, LLC

 

	
By:   
    	
 
    	
/s/   Mark J. Flaherty
    	
 
    
	
Name:   
    	
Mark   J. Flaherty
    	
 
    
	
Title:   
    	
Authorized   Signatory
    	
 
    


 

Schedule I to First Amendment to Credit Agreement

 











 

	
 
    	
BANK OF AMERICA, N.A., as
    
	
 
    	
Administrative Agent, as Collateral Agent, as
    
	
 
    	
Domestic L/C Issuer, as Domestic Swing Line
    
	
 
    	
Lender, and as a Domestic Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Matthew Potter
    
	
 
    	
Name:
    	
Matthew   Potter
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BANK OF AMERICA, N.A. (ACTING
    
	
 
    	
THROUGH ITS CANADA BRANCH), as
    
	
 
    	
Canadian Agent, as Canadian Swing Line
    
	
 
    	
Lender, and as a Canadian Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
 
    	
/s/ Medina Sales de Andrade
    
	
 
    	
Name:
    	
Medina   Sales de Andrade
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WELLS FARGO BANK, N.A., as   a Domestic
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Y. Sonia Anandray
    
	
 
    	
Name:
    	
Y.   Sonia Anandray
    
	
 
    	
Title:
    	
Authorized   Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WELLS   FARGO CAPITAL FINANCE
    
	
 
    	
CORPORATION   CANADA, as a Canadian
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Lawrence Clement
    
	
 
    	
Name:
    	
Lawrence   Clement
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Schedule I to First Amendment to Credit Agreement

 











 

	
 
    	
WELLS   FARGO BANK, N.A. (LONDON
    
	
 
    	
BRANCH),   as European Funding Agent for
    
	
 
    	
Wells   Fargo Bank, N.A. and Wells Fargo
    
	
 
    	
Capital   Corporation Canada
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ pp M. Korimbocus
    
	
 
    	
Name:
    	
Anja   Best
    
	
 
    	
Title:   
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
JPMORGAN   CHASE BANK, N.A., as a
    
	
 
    	
Domestic   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Andrew Ray
    
	
 
    	
Name:
    	
Andrew   Ray
    
	
 
    	
Title:
    	
Authorized   Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
JPMORGAN   CHASE BANK, N.A., (thourgh
    
	
 
    	
its   Toronto branch), as Canadian Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Auggie Marchetti
    
	
 
    	
Name:
    	
Auggie   Marchetti
    
	
 
    	
Title:
    	
Senior   Vice President & Region Mgr
    


 

Schedule I to First Amendment to Credit Agreement

 











 

	
 
    	
UBS   AG, STAMFORD BRANCH, as a
    
	
 
    	
Domestic   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Mary E. Evans
    
	
 
    	
Name:
    	
Mary   E. Evans
    
	
 
    	
Title:
    	
Associate   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Christopher Gomes
    
	
 
    	
Name:
    	
Christopher   Gomes
    
	
 
    	
Title:
    	
Associate   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
UBS   AG, CANADA BRANCH, as a Canadian
    
	
 
    	
Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Mary E. Evans
    
	
 
    	
Name:
    	
Mary   E. Evans
    
	
 
    	
Title:
    	
Associate   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Christopher Gomes
    
	
 
    	
Name:
    	
Christopher   Gomes
    
	
 
    	
Title:
    	
Associate   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Domestic Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Biana Sidanova
    
	
 
    	
Name:
    	
Biana   Sidanova
    
	
 
    	
Title:
    	
Commercial   Banking Officer
    


 

Schedule I to First Amendment to Credit Agreement

 











 

	
 
    	
PNC   BANK CANADA BRANCH, as a
    
	
 
    	
Canadian   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Mike Danby
    
	
 
    	
Name:
    	
Mike   Danby
    
	
 
    	
Title:
    	
Assistant   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ROYAL   BANK OF CANADA, as a Domestic
    
	
 
    	
Lender   and as a Canadian Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Robert Kizell
    
	
 
    	
Name:
    	
Robert   Kizell
    
	
 
    	
Title:
    	
Attorney   in Fact
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Felix Mednikov
    
	
 
    	
Name:
    	
Felix   Mednikov
    
	
 
    	
Title:
    	
Attorney   in Fact
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
FIFTH   THIRD BANK, as a Domestic Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Robby Cohenour
    
	
 
    	
Name:
    	
Robby   Cohenour
    
	
 
    	
Title:
    	
Officer
    


 

Schedule I to First Amendment to Credit Agreement

 











 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS
    
	
 
    	
BRANCH, as a   Domestic Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Ari Bruger
    
	
 
    	
Name:
    	
Ari   Bruger
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Alex Verdone
    
	
 
    	
Name:
    	
Alex   Verdone
    
	
 
    	
Title:
    	
Associate
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG NEW YORK
    
	
 
    	
BRANCH, as Domestic   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Dusan Lazarov
    
	
 
    	
Name:
    	
Dusan   Lazorov
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/ Courtney E. Meehan
    
	
 
    	
Name:
    	
Courtney   E. Meehan
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG CANADA
    
	
 
    	
BRANCH, as Domestic   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Paul Jurist
    
	
 
    	
Name:
    	
Paul   Jurist
    
	
 
    	
Title:
    	
Managing   Director &
    
	
 
    	
 
    	
Chief   Country Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Marcellus Leung
    
	
 
    	
Name:
    	
Marcellus   Leung
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

Schedule I to First Amendment to Credit Agreement

 











 

SCHEDULE I

 

Borrowers

 

	
SALLY   HOLDING LLC
    	
 
    
	
BEAUTY   SYSTEMS GROUP LLC
    	
 
    
	
SALLY   BEAUTY SUPPLY LLC
    	
 
    
	
BEAUTY   SYSTEMS GROUP (CANADA), INC.
    	
 
    
	
SBH   FINANCE BV
    	
 
    


 

Schedule I to First Amendment to Credit Agreement

 











 

SCHEDULE II

 

Guarantors

 

	
Name of Loan Party
    	
 
    	
Type of Loan Party
    
	
Aerial   Company, Inc.
    	
 
    	
Guarantor
    
	
Armstrong   McCall Holdings, Inc.
    	
 
    	
Guarantor
    
	
Armstrong   McCall Management, L.C.
    	
 
    	
Guarantor
    
	
Armstrong   McCall Holdings, L.L.C.
    	
 
    	
Guarantor
    
	
Armstrong   McCall, L.P.
    	
 
    	
Guarantor
    
	
Arnold’s, Inc.
    	
 
    	
Guarantor
    
	
Beauty   Holding LLC
    	
 
    	
Guarantor
    
	
Beauty   Systems Group (Canada), Inc.
    	
 
    	
Foreign   Guarantor

Canadian   Guarantor
    
	
Beyond   the Zone, Inc.
    	
 
    	
Guarantor
    
	
Brentwood   Beauty Laboratories International, Inc.
    	
 
    	
Guarantor
    
	
Coloresse, Inc.
    	
 
    	
Guarantor
    
	
Design   Lengths, Inc.
    	
 
    	
Guarantor
    
	
Diorama   Services Company, LLC
    	
 
    	
Guarantor
    
	
Energy   of Beauty, Inc.
    	
 
    	
Guarantor
    
	
Esthetician   Services, Inc.
    	
 
    	
Guarantor
    
	
Femme   Couture International, Inc.
    	
 
    	
Guarantor
    
	
For   Perms Only, Inc.
    	
 
    	
Guarantor
    
	
Generic   Value Products, Inc.
    	
 
    	
Guarantor
    
	
High   Intensity Products, Inc.
    	
 
    	
Guarantor
    
	
Innovations   — Successful Salon Services
    	
 
    	
Guarantor
    
	
Ion   Professional Products, Inc.
    	
 
    	
Guarantor
    
	
Land   of Dreams, Inc.
    	
 
    	
Guarantor
    
	
Miracle   Lane, Inc.
    	
 
    	
Guarantor
    
	
Modern   Panache, Inc.
    	
 
    	
Guarantor
    
	
Nail   Life, Inc.
    	
 
    	
Guarantor
    
	
Neka   Salon Supply, Inc.
    	
 
    	
Guarantor
    
	
New   Image Professional Products, Inc.
    	
 
    	
Guarantor
    
	
Power   IQ, Inc.
    	
 
    	
Guarantor
    
	
Procare   Laboratories, Inc.
    	
 
    	
Guarantor
    
	
Sally   Beauty Distribution of Ohio, Inc.
    	
 
    	
Guarantor
    
	
Sally   Beauty Distribution LLC
    	
 
    	
Guarantor
    
	
Sally   Beauty Holdings, Inc.
    	
 
    	
Guarantor
    
	
Sally   Beauty International Finance LLC
    	
 
    	
Guarantor
    
	
Sally   Capital Inc.
    	
 
    	
Guarantor
    
	
Sally   Investment Holdings LLC
    	
 
    	
Guarantor
    


 

Schedule II to First Amendment to Credit Agreement

 











 

	
Salon   Success International, LLC
    	
 
    	
Guarantor
    
	
Satin   Strands, Inc.
    	
 
    	
Guarantor
    
	
SBH   Finance B.V.
    	
 
    	
Canadian   Guarantor
    
	
Schoeneman   Beauty Supply, Inc.
    	
 
    	
Guarantor
    
	
Sexy   U Products, Inc.
    	
 
    	
Guarantor
    
	
Silk   Elements, Inc.
    	
 
    	
Guarantor
    
	
Soren   Enterprises, Inc.
    	
 
    	
Guarantor
    
	
Tanwise, Inc.
    	
 
    	
Guarantor
    


 

Schedule II to First Amendment to Credit Agreement