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TO THE STOCKHOLDERS
AGREEMENT
WHEREAS, Sally
Beauty Holdings, Inc., a Delaware corporation (the “
Company ”), entered into a Stockholders Agreement,
dated as of November 16, 2006 (as amended, the “
Agreement ”) with CDRS Acquisition LLC, a Delaware
limited liability company (“ CDRS ”), CD&R
Parallel Fund VII, L.P., a Cayman Islands exempted limited
partnership, and the other stockholders of the Company party
thereto;
WHEREAS, the
parties to the Agreement desire to amend the Agreement to conform
the Agreement to the Second Amended and Restated By-laws of the
Company with respect to the rights of CDRS to designate up to two
of the members of, and the chairpersons of, certain committees of
the Board;
WHEREAS,
Section 7.5 of the Agreement provides that the Agreement may
be amended with the prior written consent of the Company, CDRS and
the Family Group Representative; and
WHEREAS, as
required by Section 7.5 of the Agreement, a majority of the
Independent Directors have approved this amendment.
NOW, THEREFORE,
the Agreement is hereby amended in the following
respects:
Section 1.2 of the Agreement is hereby
amended in its entirety t
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