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.
SALLY BEAUTY HOLDINGS, INC., as Issuer and [ ], as TrusteeIndenture • 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”).
SALLY BEAUTY HOLDINGS, INC. 18,000,000 Shares Common Stock Underwriting AgreementUnderwriting Agreement • October 18th, 2011 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York
10.5% SENIOR SUBORDINATED NOTES DUE 2016New Sally Holdings, Inc. • November 22nd, 2006 • 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.
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, 2006Guarantee 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.
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
SALLY BEAUTY HOLDINGS, INC. 23,111,527 Shares Common Stock Underwriting AgreementUnderwriting 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.
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”).
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, 2006Credit 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”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit 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 HOLDINGS LLC SALLY CAPITAL INC. 6.75% Senior Notes due 2032 UNDERWRITING AGREEMENT Dated February 12, 2024Underwriting 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”)
SEVERANCE AGREEMENTSeverance 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”).
SEVERANCE AGREEMENT AMENDMENTSeverance 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 BEAUTY HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of November 16, 2006Stockholders 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.
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
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 TrusteeSupplemental 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”).
RESTRICTED STOCK UNIT AWARD AGREEMENT for Independent Directors Non- transferable GRANT TORestricted 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 HOLDINGS LLC and SALLY CAPITAL INC. as Issuers and the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeSally Beauty Holdings, Inc. • November 9th, 2011 • Retail-retail stores, nec • New York
INDENTURE, dated as of November 8, 2011 (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.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 6th, 2015 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of May 28, 2015 (this “Supplemental Indenture”), among Loxa Beauty LLC, an Indiana limited liability company (“Loxa”), Sally Beauty Military Supply LLC, a Delaware limited liability company (“Sally Beauty Military”; together with Loxa, the “New Guarantors”), 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 other then existing Parent Guarantor and Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
AMENDED AND RESTATED DIRECTOR INDEMNIFICATION AGREEMENTDirector 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”).
SALLY HOLDINGS LLC and SALLY CAPITAL INC. as Issuers and the Guarantors from time to time parties hereto and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of February 27, 2024 to the Indenture dated as of May 18,...Supplemental Indenture • February 27th, 2024 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of February 27, 2024 (this “Supplemental Indenture”), 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 Computershare Trust Company, N.A., a national banking association as successor to Wells Fargo Bank, National 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, as amended and supplemented from time to time (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).
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...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 Holdings LLC Sally Capital Inc. $430,000,000 9.25% Senior Notes due 2014 Exchange and Registration Rights AgreementNew Sally Holdings, Inc. • November 22nd, 2006 • Retail-retail stores, nec • New York
TERMINATION AND CONSULTING AGREEMENTTermination 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”).
SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement for Independent Directors • 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 INDENTUREFirst 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 AGREEMENTConsulting 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 AGREEMENTOption 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”).
February 24, 2010 Clayton, Dubilier & Rice LLCSally Beauty Holdings, Inc. • May 4th, 2010 • Retail-retail stores, nec • Delaware
PERFORMANCE UNIT AWARD AGREEMENT Non-transferable GRANT TO «Full Name»Performance Unit Award Agreement • February 4th, 2016 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec
performance units (the “Performance Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s common stock, par value $0.01 pursuant to and subject to the provisions of the Sally Beauty Holdings, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Performance Units, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Agreement and the Plan.
SEPARATION AGREEMENTSeparation Agreement • November 22nd, 2021 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec • Texas
This Separation Agreement ("Agreement") is entered into, effective on August 26, 2021 (the "Effective Date"), by and between Christian A. Brickman ("Employee") and Sally Beauty Holdings, Inc. ("Employer") (Jointly the "Parties").
ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • November 19th, 2009 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec
Reference is made to the Credit Agreement, dated as of November , 2006, among SALLY HOLDINGS LLC, a Delaware limited liability company, (the “Parent Borrower”), BEAUTY SYSTEMS GROUP LLC, a Delaware limited liability company, and SALLY BEAUTY SUPPLY LLC, a Delaware limited liability company, (together with BEAUTY SYSTEMS GROUP LLC and their respective successors and assigns the “Subsidiary Borrowers”), the Canadian Borrowers (as defined in the Credit Agreement) (the Canadian Borrowers together with the Parent Borrower and Subsidiary Borrowers, the “Borrowers”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), MERRILL LYNCH CAPITAL, a division of’ Merrill Lynch Business Financial Services Inc., as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders. MERRILL LYNCH CAPITAL CANADA INC., as Canadian agent and Canadian collateral agent for the Lenders. Unless otherwise defined herein, terms defined in the
FIRST AMENDMENT TO THE TERMINATION AGREEMENTTermination Agreement • January 29th, 2007 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec
WHEREAS, Sally Holdings LLC, formerly known as Sally Holdings, Inc., (the “Company”), Alberto-Culver Company, a Delaware corporation, and Gary Winterhalter (the “Executive”) entered into a Termination Agreement (the “Agreement”), dated as of June 19, 2006;
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTOfficer 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”).
RELEASE AND SEPARATION AGREEMENTRelease and Separation Agreement • February 2nd, 2012 • 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 Bennie Lowery (“Employee”), and is intended to set forth all the rights, duties and obligations of the parties with respect to the matters addressed herein. In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
