Exhibit 4.2 FIRST AMENDMENT 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 to read as follows: 1.2 Committ
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