EX-4.12




 Exhibit 4.12 

EXECUTION VERSION 

SECOND AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

This Second Amendment to Amended and Restated Credit Agreement (this “Second Amendment”) is made as of September 2, 2020
by and among: 
 SALLY HOLDINGS LLC, a Delaware limited liability company, BEAUTY SYSTEMS GROUP, LLC, a Virginia limited liability company,
and SALLY BEAUTY SUPPLY, LLC, a Virginia 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”); 
 the Guarantors undersigned
below (collectively, with each other Person that from time to time becomes a “Guarantor” hereunder, the “Guarantors”); 

each Lender from time to time party hereto; 

BANK OF AMERICA, N.A., as Administrative Agent, and Collateral Agent; and 

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

In consideration of the mutual covenants herein contained and benefits to be derived herefrom. 

W I T N E S S E T H: 
 WHEREAS,
on July 6, 2017, the Borrowers, the Guarantors, the Agents and the Lenders, entered in a certain Amended and Restated Credit Agreement (as amended pursuant to a First Amendment to Amended and Restated Credit Agreement, dated as of
April 15, 2020, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Second Amendment, and as may be further amended, amended and restated, restated, supplemented, extended or otherwise
modified and in effect from time to time is referred to herein as the “Credit Agreement”); 
 WHEREAS, the Borrowers have
requested, among other things, that the Agents and the Lenders agree to amend certain provisions of the Existing Credit Agreement, in each case subject to the terms and conditions hereof; and 

WHEREAS, the Agents and the Lenders have agreed to so amend subject to the terms and conditions hereof. 

NOW, THEREFORE, it is hereby agreed among the Borrowers, the Agent, and the Lenders as follows: 

 

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














	2.	 Exhibits to Existing Credit Agreement. Exhibit A-1
(Domestic Committed Loan Notice) is hereby deleted in its entirety and a new Exhibit A-1 attached to Exhibit A hereto is substituted in its stead. 



 

	3.	 Ratification of Loan Documents. Except as provided herein, all terms and conditions of the Credit
Agreement and the other Loan Documents remain in full force and effect. The Borrowers hereby ratify, confirm, and reaffirm all representations, warranties, and covenants contained therein and acknowledge and agree that the Obligations are and
continue to be secured by the Collateral, as modified hereby. Without in any manner limiting the foregoing, each of the Loan Parties hereby acknowledges, confirms and agrees that the Loan Documents, and any and all Collateral previously pledged to
the Administrative Agent, the Canadian Agent or the Collateral Agent, as applicable, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all Secured Obligations (as defined in the Second Amended and Restated Security
Agreement, Restated General Security Agreement, or Loan Documents, as applicable) of the Loan Parties at any time and from time to time outstanding, as such Secured Obligations have been, and may hereafter be, amended, restated, supplemented,
increased or otherwise modified from time to time. 


  

	4.	 Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative
Agent and the Required Lenders party hereto that (a) all representations and warranties of the Loan Parties party hereto contained in the Credit Agreement and other Loan Documents, or which are contained in any document furnished at any time
under or in connection herewith or therewith, are true and correct in all material respects on and as of the Second Amendment Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects. 



 

	5.	 Conditions to Effectiveness. This Second Amendment shall not be effective until each of the following
conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: 


  

	 	a.	 the Administrative Agent’s receipt of this Second Amendment, which shall have been duly executed and
delivered by the Loan Parties and the Required Lenders party hereto and shall be in form and substance satisfactory to the Administrative Agent; 


  

	 	b.	 all action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the
Loan Parties of this Second Amendment and any other documents, instruments and agreements to be executed in connection herewith shall have been duly and effectively taken; 



 

	 	c.	 all reasonable Credit Party Expenses incurred by the Administrative Agent in connection with the preparation
and negotiation of this Second Amendment and related documents (including the reasonable fees and expenses of counsel to the Administrative Agent) that have been invoiced at least two Business Days prior to the date hereof shall have been paid in
full by the Borrowers in accordance with terms of Section 10.04 of the Credit Agreement; and 


  

	 	d.	 after giving effect to this Second Amendment, no Default or Event of Default shall have occurred and be
continuing. 



  
 2 













	6.	 Miscellaneous 



 

	 	a.	 This Second Amendment may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Second Amendment constitutes the entire contract among the parties relating to the subject matter hereof and
supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Second Amendment shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Second Amendment by telecopy, pdf or
other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Second Amendment. 


  

	 	b.	 If any provision of this Second Amendment is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Second Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 6(c), if and to the extent that the enforceability of any provisions in this Second Amendment relating to Defaulting Lenders shall
be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.



  

	 	c.	 The Loan Parties represent and warrant that they have consulted with independent legal counsel of their
selection in connection with this Second Amendment and are not relying on any representations or warranties of the Agents or the Lenders or their counsel in entering into this Second Amendment. 



 

	 	d.	 THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 


 [signature pages follow] 

  
 3 












 IN WITNESS WHEREOF, the parties have hereunto caused this Second Amendment to be executed
and their seals to be hereto affixed as of the date first above written. 
  

			
	DOMESTIC BORROWERS:
	
	SALLY HOLDING LLC
	as Domestic Borrower
		
	By:	 	 /s/ Aaron Alt

	Name: Aaron Alt
	Title: Senior Vice President, Chief Financial Officer and President-Sally Beauty Supply
	
	BEAUTY SYSTEMS GROUP LLC
	as Domestic Borrower
		
	By:	 	 /s/ Aaron Alt

	Name: Aaron Alt
	Title: Senior Vice President, Chief Financial Officer
	
	SALLY BEAUTY SUPPLY LLC
	as Domestic Borrower
		
	By:	 	 /s/ Aaron Alt

	Name: Aaron Alt
	Title: Senior Vice President, Chief Financial Officer and President
	
	CANADIAN BORROWER:
	
	BEAUTY SYSTEMS GROUP (CANADA), INC.
	as Canadian Borrower
		
	By:	 	 /s/ Aaron Alt

	Name: Aaron Alt
	Title: Senior Vice President, Chief Financial Officer and President-Sally Beauty Supply



  
 [Signature page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	FOREIGN BORROWER:
	
	SBH FINANCE BV
	as Foreign Borrower
		
	By:	 	 /s/ Heidi Van Ocken

	Name:	 	Heidi Van Ocken
	Title:	 	Administrator / Managing director B



  
 [Signature page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	GUARANTORS:
	
	SALLY CAPITAL INC.
	SALLY BEAUTY HOLDINGS, INC.
	SALLY INVESTMENT HOLDINGS LLC
	ARCADIA BEAUTY LABS LLC
	ARMSTRONG MCCALL HOLDINGS, INC.
	ARMSTRONG MCCALL HOLDINGS, L.L.C.
	ARMSTRONG MCCALL, L.P.
	ARMSTRONG MCCALL MANAGEMENT, L.C.
	BEAUTY HOLDING LLC
	DIORAMA SERVICES COMPANY, LLC
	INNOVATIONS – SUCCESSFUL SALON SERVICES
	LOXA BEAUTY LLC
	NEKA SALON SUPPLY, INC.
	PROCARE LABORATORIES, INC.
	SALLY BEAUTY INTERNATIONAL FINANCE LLC
	SALLY BEAUTY MILITARY SUPPLY LLC
		
	By:	 	 /s/ Aaron Alt

	Name: Aaron Alt
	Title: Senior Vice President, Chief Financial Officer
	
	SALON SUCCESS INTERNATIONAL, LLC
		
	By:	 	 /s/ Christian A. Brickman

	Name: Christian A. Brickman
	Title: Manager



  
 [Signature page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent
		
	By:	 	 /s/ Matthew Potter

	Name: Matthew Potter
	Title: Senior Vice President
	
	BANK OF AMERICA, N.A. (ACTING THROUGH
	ITS CANADA BRANCH), as Canadian Agent
		
	By:	 	 /s/ Sylwia Durkiewicz

	Name:	 	Sylwia Durkiewicz
	Title:	 	Vice President



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	BANK OF AMERICA, N.A., as a Revolving Domestic Lender, a FILO Lender, Domestic L/C Issuer and Domestic Swing Line Lender
		
	By:	 	 /s/ Matthew Potter

	Name: Matthew Potter
	Title: Senior Vice President
	
	BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), as a Canadian Lender, and Canadian Swing Line Lender
		
	By:	 	 /s/ Sylwia Durkiewicz

	Name:	 	Sylwia Durkiewicz
	Title:	 	Vice President



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	JPMORGAN CHASE BANK, N.A., as a Revolving Domestic Lender and FILO Lender
		
	By:	 	 /s/ Alexander Vardaman

	Name: Alexander Vardaman
	Title: Authorized Officer



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
		
	By:	 	 /s/ Auggie Marchetti

	Name: Auggie Marchetti
	Title:   Authorized Officer













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Domestic Lender
		
	By:	 	 /s/ Michael Stavrakos

	Name: Michael Stavrakos
	Title:   Director













 
			
	WELLS FARGO CAPITAL FINANCE
	CORPORATION CANADA, as a Canadian Lender
		
	By:	 	 /s/ David G. Phillips

	Name:	 	David G. Phillips
	Title:	 	Senior Vice President
		 	Credit Officer, Canada
		 	Wells Fargo Capital Finance
		 	Corporation Canada













 
			
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION LONDON BRANCH, as a European
	Funding Agent for Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada
		
	By:	 	 /s/ Alison Powell

	Name:	 	ALISON POWELL
	Title:	 	AUTHORISED SIGNATORY













 
			
	CITIZENS BANK, N.A., as a Revolving Domestic Lender
		
	By:	 	 /s/ Sarah Freedman

	Name:	 	Sarah Freedman
	Title:	 	Managing Director



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	CITIZENS BANK, N.A., as a Canadian Lender
		
	By:	 	 /s/ Sarah Freedman

	Name:	 	Sarah Freedman
	Title:	 	Managing Director



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	TRUIST BANK, as a Revolving Domestic Lender and FILO Lender
		
	By:	 	 /s/ Joseph A. Massaroni

	Name: Joseph A. Massaroni
	Title: Director



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 
			
	TRUIST BANK, as a Canadian Lender
		
	By:	 	 /s/ Joseph A Massaroni

	Name: Joseph A Massaroni
	Title: Director



  
 [Signature Page to Second
Amendment to Amended and Restated Credit Agreement] 












 Exhibit A 

Updated Exhibit A-1 

[see attached] 











 Exhibit A-1 

Form of Domestic Committed Loan Notice 

Date: ______________ 
  

	To:	 Bank of America, N.A., as Administrative Agent 



100 Federal Street, 9th Floor 

Boston, Massachusetts 02110 

Attention: Mr. Matthew Potter 

Re: Amended and Restated Credit Agreement dated as of July 6, 2017 (as modified, amended, supplemented or restated and in
effect from time to time, the “Credit Agreement”) by and between, among others, (i) SALLY HOLDINGS LLC, a Delaware limited liability company, as the Parent (“Parent”) and as a Domestic Borrower, (ii) the
other Domestic Borrowers, (iii) SBH Finance B.V. (the “Foreign Borrower”), (iv) the Guarantors party thereto, and (v) Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), for its
own benefit and the benefit of the other Credit Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement. 

Ladies and Gentlemen: 
 The [Parent][Foreign
Borrower] refers to the above described Credit Agreement and hereby irrevocably notifies you of the [Borrowing][conversion of Committed Loans from one Type to another][continuation of LIBOR Rate Loans, US Index Rate Loans or Euribor Loans] requested
below: 
  

	 	1.	 The Business Day of the proposed [Borrowing][conversion][continuation] is _____________, 201_.1 


  

	 	2.	 The aggregate amount of the proposed [Borrowing][conversion][continuation] is (a) $______________ (which shall
be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of LIBOR Rate Loans, Euribor Rate Loans, or BA Equivalent Loans), or (b) $________________________ (which, in the case of Domestic Prime Rate
Loans or US Index Rate Loans, shall be in a principal amount of $500,000, or a whole multiple of $100,000 in excess thereof or the Equivalent Amount thereof), which [Borrowing][conversion][continuation] consists of the following Types and following
requested currency: 


  

	1 	 Each notice must be received by the Administrative 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 Domestic Prime Rate Loans or US Index Rate Loans. 














							
	 Type of

[Borrowing][Conversion][continuation]
 (Domestic Prime Rate Loans or
LIBOR
 Rate Loans)
 In the following currency: [U.S. Dollar:

Domestic Prime Rate/LIBOR Rate;
 Canadian Dollars: U.S. Index
Rate/BA
 Rate; Euros: Euribor; Pounds Sterling:

LIBOR Rate]
	  	Amount	 	  	 Interest Period for LIBOR
Rate Loans2 

		  	$	                     	 	  	[1/2/3/6 months]
		  	$	                     	 	  	[1/2/3/6 months]
		  	$	                     	 	  	[1/2/3/6 months]
		  	$	                     	 	  	[1/2/3/6 months]

  

	 	3.	 Proceeds of the proposed Borrowing are to be disbursed to the following account(s): 



 

                    
                                 

 

                    
                                 

The [Parent][Foreign Borrower] hereby certifies[, on behalf of itself and the other Domestic Borrowers,]3 that the following statements are true and correct on the date of the proposed [Borrowing][Conversion][continuation], before and after giving effect thereto and to the application of the proceeds
therefrom: 
 (a) The representations and warranties of the Loan Parties contained in the Credit Agreement and the other Loan
Documents or otherwise made in writing in connection therewith are true and correct in all material respects as though made on and as of the date of the proposed [Borrowing][Conversion][continuation], except (i) to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and
correct in all respects, and (iii) solely for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; and 

(b) No Default shall exist, or would result from such proposed [Borrowing][conversion][continuation] or from the application of
the proceeds thereof; 
  

	2 	 If no election of Interest Period is specified, such notice shall be deemed a request for an Interest Period of
one (1) month, provided that any request for Optional Currency shall comply with Section 2.02(b) of the Credit Agreement. 3 NTD: Language to be inserted if a request is from the Parent.














 (c) Either (i) after giving effect to the proposed Borrowing set forth
in Section 2 above, cash in the Blocked Accounts, the Domestic Concentration Account and the Canadian Concentration Account maintained by the Loan Parties shall not exceed $50,000,000 in the aggregate as of the close of business on the date of
the proposed Borrowing; provided that any portion of a Borrowing intended to be distributed by the Parent to SBH Finance B.V. shall not cause the amount set forth in the SBH Finance BV accounts to exceed $25,000,000 in the aggregate as of the
close of business on the date of the proposed Borrowing or (ii) after giving effect to the proposed Borrowing set forth in Section 2 above, the Total Revolving Outstandings do not at any time exceed $375,500,000; and 

(d) [The Committed Loan Borrowing requested herein complies with the provisions of Section 2.01(c) of the Credit
Agreement.] 4 
  

					
	[SALLY HOLDINGS LLC	 	
		
	As a Domestic Borrower and as Parent on behalf of Domestic Borrowers	 	
			
	By:	 	          
	 	
	Name:	 	  
	 	
	Title:	 	  
	 	]
		
	[SBH FINANCE B.V.	 	
			
	By:	 	      
	 	
	Name:	 	  
	 	
	Title:	 	  
	 	]5


  

	4 	 NTD: Language to be inserted if a request is from the Foreign Borrower. 



	5 	 Insert signature block as appropriate.