Exhibit 4.1

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:

[signature pages follow]

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.

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

Exhibit A

Updated Exhibit A-1

[see attached]

Exhibit A-1

Form of Domestic Committed Loan Notice

Date:  ______________

100 Federal Street, 9^th 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 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.

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

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

5 Insert signature block as appropriate.

Exhibit 99.1

Contact: Jeff Harkins

Investor Relations

940-297-3877

Sally Beauty Holdings, Inc. Deploys Excess Cash to Reduce Debt Levels

DENTON, Texas, September 3, 2020 – Sally Beauty Holdings, Inc. (NYSE: SBH) (“the Company”) today provided an update on its liquidity.

In partnership with affiliates of Bank of America, JPMorgan, Wells Fargo, Citizens, and Truist, the Company completed an amendment to the terms of the Company’s existing secured asset-based revolving line of credit (expires July 2022), which suspends certain anti-cash hoarding restrictions when the outstanding balance remains below $375 million.

As a result of the increased flexibility resulting from the amendment, the significant cash-generating potential of Sally Beauty Holdings and the stability of the business in recent months, even in the face of COVID-19, the Company took the first step in delevering its balance sheet by paying off the entire existing $375.5 million balance on its revolving line of credit, paying off the Company’s existing $20 million FILO term loan facility, and also prepaying a $50 million portion of its 4.5% Fixed Rate Term Loan.

“Our ability to reduce leverage is a testament to the resilience of our business throughout the COVID-19 pandemic, our aggressive cash management efforts, and the partnerships we have with our bank group. We had more than $925 million of cash on hand at the end of August and following the deleveraging effort will retain significant flexibility to respond to the market environment given our cash on hand and the funding availability under our secured asset-based line of credit,” said Chris Brickman, president and chief executive officer.

About Sally Beauty Holdings, Inc.

Sally Beauty Holdings, Inc. (NYSE: SBH) is an international specialty retailer and distributor of professional beauty supplies with revenues of approximately $3.9 billion annually. Through the Sally Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through 5,062 stores, including 158 franchised units, and has operations throughout the United States, Puerto Rico, Canada, Mexico, Chile, Peru, the United Kingdom, Ireland, Belgium, France, the Netherlands, Spain and Germany. Sally Beauty Supply stores offer up to 8,000 products for hair color, hair care, skin care, and nails through proprietary brands such as Ion®, Generic Value Products®, Beyond the Zone® and Silk Elements® as well as professional lines such as Wella®, Clairol®, OPI®, Conair® and Hot Shot Tools®. Beauty Systems Group stores, branded as CosmoProf® or Armstrong McCall® stores, along with its outside sales consultants, sell up to 10,500 professionally branded products including Paul Mitchell®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico® and CHI®, intended for use in salons and for resale by salons to retail consumers. For more information about Sally Beauty Holdings, Inc., please visit https://www.sallybeautyholdings.com/.

Cautionary Notice Regarding Forward-Looking Statements

Statements in this news release and the schedules hereto which are not purely historical facts or which depend upon future events may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “can,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “will,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters.

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including, but not limited to, the risks and uncertainties related to COVID-19 and those described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2019, and our most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein. We assume no obligation to publicly update or revise any forward-looking statements.