-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjJjzaLium2hPUApvPdITy9050O+7tpuxOMU8agzAQFeThDGz3S4Y0aQv8OVGmWj Jytsf38EQHg5dR7WF/vBcQ== 0001104659-09-041851.txt : 20090706 0001104659-09-041851.hdr.sgml : 20090703 20090706064324 ACCESSION NUMBER: 0001104659-09-041851 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090706 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090706 DATE AS OF CHANGE: 20090706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12725 FILM NUMBER: 09929326 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 9529477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 8-K 1 a09-17265_28k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2009

REGIS CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota		1-12725		41-0749934
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS Employer Identification No)

7201 Metro Boulevard
Minneapolis, MN 55439

(Address of principal executive offices and zip code)

(952) 947-7777
(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Regis Corporation
Current Report on Form 8-K

ITEM 1.01. ENTRY INTO OR AMENDMENT OF MATERIAL AGREEMENT.

On July 3, 2009, Regis Corporation (the Company) amended the Fourth Amended and Restated Credit Agreement (the Credit Agreement) dated as of July 12, 2007 with various lenders, as defined in the Credit Agreement, and JP Morgan Chase Bank, N.A., as administrative agent. The material amendments to the Credit Agreement were:

· Reducing the borrowing capacity from $350 million to $300 million;

· Increasing the Company’s minimum net worth covenant, as defined in the Credit Agreement, from $675 million to $800 million;

· Lowering the fixed charge coverage ratio requirement, as defined in the Credit Agreement, from 1.5x to 1.3x;

· Amending certain definitions, including EBITDA and Fixed Charges; and

· Limiting the Company’s Restricted Payments, as defined in the Credit Agreement, to $20 million if the Company’s Leverage Ratio, as defined in the Credit Agreement, is greater than 2.0x.

On July 3, 2009, the Company amended the Term Loan Agreement (the Term Loan Agreement) dated as of October 3, 2008 with various lenders, as defined in the Term Loan Agreement, and JP Morgan Chase Bank, N.A., as administrative agent. The material amendments to the Term Loan Agreement were:

· Increasing the Company’s minimum net worth covenant, as defined in the Term Loan Agreement, from $675 million to $800 million;

· Lowering the fixed charge coverage ratio requirement, as defined in the Term Loan Agreement, from 1.5x to 1.3x;

· Amending certain definitions, including EBITDA and Fixed Charges; and

· Limiting the Company’s Restricted Payments, as defined in the Term Loan Agreement, to $20 million if the Company’s Leverage Ratio, as defined in the Term Loan Agreement, is greater than 2.0x.

On July 3, 2009, the Company amended the Amended and Restated Private Shelf Agreement (the Shelf Agreement) dated as October 3, 2000, as amended by the letter amendment dated as of May 9, 2002, Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003, the letter amendment dated April 29, 2005, the letter amendment dated July 6, 2006 and the letter amendment dated July 31, 2007 between the Company and Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and the other Prudential affiliates, as defined by the Shelf Agreement. The material amendments to the Shelf Agreement were:

· Increasing the Company’s minimum net worth covenant, as defined in the Shelf Agreement, from $675 million to $800 million;

· Lowering the fixed charge coverage ratio requirement, as defined in the Shelf Agreement, from 1.5x to 1.3x;

· One year after the amendment effective date, the addition of a risk based capital fee calculated on the daily average outstanding principal amount equal to an annual rate of 1.0%;

· Amending certain definitions, including EBITDA and Fixed Charges; and

· Limiting the Company’s Restricted Payments, as defined in the Shelf Agreement, to $20 million if the Company’s Leverage Ratio, as defined in the Shelf Agreement, is greater than 2.0x.

On June 29, 2009, the Company entered into a Prepayment Amendment relating to (i) the Note Purchase Agreement dated as of March 1, 2002, as amended by a First Amendment to Note Purchase Agreement dated as of March 1, 2005 among the Company and various holders and (ii) the Note Purchase Agreement dated as of March 1, 2005 among the Company and various holders. Under the Prepayment Amendment the Company will prepay $267 million aggregate principal amount of its outstanding 7.20% Senior Notes, Series B, due 2012, 4.97% Senior Notes, Series 2005-A, Tranche 1, due 2013, 5.20% Senior Notes, Series 2005-A, Tranche 2, due 2015, Floating Rate Senior Notes, Series 2005-B, Tranche 1, due 2015 and Floating Rate Senior Notes, Series 2005-B, Tranche 2, due 2013. The Company negotiated to prepay these notes with a premium over their principal amount that is less than the make-whole premium that is otherwise payable upon redemption.

The effectiveness of the amendments discussed above is contingent upon the completion of the offering of the Company’s convertible debt and common stock offering.

ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NUMBER

10.1		Prepayment Agreement between Regis Corporation and various holders of the Senior Notes of Regis Corporation, dated June 29, 2009.

10.2		First Amendment to Term Loan Agreement dated as of October 3, 2008 among Regis Corporation and various lenders, and JP Morgan Chase Bank, N.A, dated July 3, 2009.

10.3		First Amendment to Fourth Amended and Restated Credit Agreement dated as of July 12, 2007 among Regis Corporation and various lenders and JP Morgan Chase Bank, N.A., dated July 3, 2009.

10.4		Amendment No. 6 to Amended and Restated Private Shelf Agreement between Regis Corporation and Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and the other Prudential affiliates, dated July 3, 2009.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIS CORPORATION

Dated: July 6, 2009	By:	/s/ Eric Bakken
		Name: Eric Bakken, Title: Secretary

EXHIBIT INDEX

EXHIBIT NUMBER

10.1		Prepayment Agreement between Regis Corporation and various holders of the Senior Notes of Regis Corporation, dated June 29, 2009.

10.2		First Amendment to Term Loan Agreement dated as of October 3, 2008 among Regis Corporation and various lenders, and JP Morgan Chase Bank, N.A, dated July 3, 2009.

10.3		First Amendment to Fourth Amended and Restated Credit Agreement dated as of July 12, 2007 among Regis Corporation and various lenders and JP Morgan Chase Bank, N.A., dated July 3, 2009.

10.4		Amendment No. 6 to Amended and Restated Private Shelf Agreement between Regis Corporation and Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and the other Prudential affiliates, dated July 3, 2009.

EX-10.1 2 a09-17265_2ex10d1.htm EX-10.1

Exhibt No. 10.1

EXECUTION COPY

REGIS CORPORATION

PREPAYMENT AMENDMENT

Note Purchase Agreement dated as of March 1, 2002, as
amended by a First Amendment to Note Purchase Agreement
dated as of March 1, 2005

Note Purchase Agreement dated as of March 1, 2005

Dated as of June 29, 2009

To the Holders of the Senior Notes

of Regis Corporation

Named in the Attached Schedule I

Ladies and Gentlemen:

Reference is made to (i) the Note Purchase Agreement dated as of March 1, 2002, as amended by a First Amendment to Note Purchase Agreement dated as of March 1, 2005 among Regis Corporation, a Minnesota corporation (the “Company”), and each of the Purchasers named in Schedule A thereto (as amended, the “2002 Note Purchase Agreement”) and (ii) the Note Purchase Agreement dated as of March 1, 2005 among the Company and each of the Purchasers named in Schedule A thereto (the “2005 Note Purchase Agreement” and together with the 2002 Note Purchase Agreement, the “Note Purchase Agreements”).

Pursuant to the Note Purchase Agreements the following series of Senior Notes were issued, all of which remain outstanding:

$67,000,000 7.20% Senior Notes, Series B, due March 15, 2012;

$30,000,000 4.97% Senior Notes, Series 2005-A, Tranche 1, due March 31, 2013;

$70,000,000 5.20% Senior Notes, Series 2005-A, Tranche 2, due March 31, 2015;

$70,000,000 Floating Rate Senior Notes, Series 2005-B, Tranche 1, due March 31, 2013;

$30,000,000 Floating Rate Senior Notes, Series 2005-B, Tranche 2, due March 31, 2015 (and, together with the Senior Notes referenced above, the “Notes”).

Each register for the registration and transfer of the Notes indicates that you and each of the other parties named in Schedule 1 to this Prepayment Amendment to Note Purchase Agreements (this “Prepayment Amendment”) are currently the holders of the entire outstanding principal amount of the Notes. You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreements.

In consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Holders agree as follows:

1. PREPAYMENT OF THE NOTES

1.1 Obligation to Prepay. Notwithstanding any other provision of either Note Purchase Agreement, in the event that the Company completes an equity and/or convertible securities offering (an “Equity Raise”) on or prior to August 31, 2009, the Company shall, upon notice as provided below, first use the net proceeds of such Equity Raise to prepay the Notes in full. In the event that the net proceeds from such Equity Raise, together with any other funds the Company in its discretion determines to use, are insufficient to prepay the Notes in full, the Company shall use not less than all net proceeds from such Equity Raise to prepay principal of the Notes in part, allocating the principal amount of the Notes to be prepaid among all of the Notes pro rata, as nearly as practicable, to the respective unpaid principal amounts thereof.

1.2 Prepayment Amount. Each fixed rate Note shall be prepaid at 100% of the principal amount so prepaid, plus fifty percent (50%) of the Make-Whole Amount determined for the prepayment date with respect to such principal amount, together with interest on such principal amount to be prepaid accrued to the date of prepayment. Notwithstanding the foregoing, in the event that a Default or Event of Default occurs between the date hereof and August 31, 2009, each fixed rate Note shall be prepaid at 100% of the principal amount so prepaid, together with interest on such principal amount to be prepaid accrued to the date of prepayment, plus one hundred percent (100%) of the Make-Whole Amount. Prepayment of each floating rate Note shall be at 100% of the principal amount so prepaid, together with interest on such principal amount to be prepaid accrued to the date of prepayment.

1.3 Notice. The Company will give each Holder written notice of prepayment not less than 3 Business Days prior to the date fixed for such prepayment (which date of prepayment shall be not later than 10 days following the closing of the Equity Raise). Each such notice shall specify such prepayment date, the aggregate principal amount of Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 1.1), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and in the case of each fixed rate Note, shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were

the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of fixed rate Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

2. REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

2.1 Reaffirmation of Note Purchase Agreements. The Company reaffirms its agreement to comply with each of the covenants, agreements and other provisions of the Note Purchase Agreements and the Notes, including the amendment of such provisions effected by this Prepayment Amendment.

2.2 Note Purchase Agreement. The Company represents and warrants that each of the representations and warranties contained in Section 5 of each Note Agreement are true and correct as of the date hereof, except (a) to the extent that any of such representations and warranties specifically relate to an earlier date, (b) for such changes, facts, transactions and occurrences that have arisen since March 1, 2005 in the ordinary course of business the Company’s business (and, to the extent material to the Company’s operations, which have been disclosed in writing by the Company (including in its financial statements and notes thereto) to the Holders), (c) for such other matters as have been previously disclosed in writing by the Company (including in its financial statements and notes thereto) to the Holders and (d) for other changes that could not reasonably be expected to have a Material Adverse Effect.

2.3 No Default or Event of Default. There exists and, after giving effect to the transactions contemplated hereby there will exist, no Default or Event of Default.

2.4 Authorization. The execution, delivery and performance by the Company of this Prepayment Amendment have been duly authorized by all necessary corporate action and, except as provided herein, do not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. The Note Purchase Agreements and this Prepayment Amendment each constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. EFFECTIVE DATE

This Prepayment Amendment shall be deemed to have been effective as of the date set forth above upon the satisfaction of the following conditions:

3.1 Execution and Delivery of Prepayment Amendment. The Company and all Holders shall have executed a counterpart of this Prepayment Amendment.

3.2 Expenses. The Company shall have paid all reasonable fees and expenses of Foley & Lardner LLP, special counsel to the Holders, to the extent reflected in a statement of

such counsel rendered to the Company at least one Business Day prior to the date this Prepayment Amendment would otherwise become effective (such statement to include reasonable detail as to the basis of such fees and expenses).

4. MISCELLANEOUS

4.1 Termination. This Prepayment Amendment shall terminate at 11:59 p.m. New York time on August 31, 2009 and, except for liabilities for any breach of the terms hereof, the obligations of the parties hereunder shall cease.

4.2 Ratification. Except as amended hereby, each Note Purchase Agreement, including the representations and warranties contained therein, shall remain in full force and effect and is ratified, approved and confirmed in all respects as of the date hereof (it being understood that the representations and warranties are not hereby being remade, except as specifically set forth in Section 2.2 above).

4.3 Reference to and Effect on the Note Purchase Agreement. Upon the final effectiveness of this Prepayment Amendment, each reference in either Note Purchase Agreement and in other documents describing or referencing such Note Purchase Agreement to the “Agreement,” “Note Purchase Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to such Note Purchase Agreement, as amended hereby.

4.4 Binding Effect. This Prepayment Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

4.5 Governing Law. This Prepayment Amendment shall be governed by and construed in accordance with Illinois law.

4.6 Counterparts. This Prepayment Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one instrument.

IN WITNESS WHEREOF, the Company and the Holders have caused this Prepayment Amendment to be executed and delivered by their respective officer or officers thereunto duly authorized.

		REGIS CORPORATION


		By:	/s/ Randy L. Pearce
		Name:	Randy L. Pearce
		Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

S-1

TEACHERS INSURANCE AND ANNUITY

ASSOCIATION OF AMERICA

By:	/s/ Brian Roelke
Name:	Brain Roelke
Title:	Director

S-2

MONUMENTAL LIFE INSURANCE COMPANY

By:	/s/ Debra R. Thompson
Name:	Debra R. Thompson
Title:	Vice President

TRANSAMERICA LIFE INSURANCE COMPANY

(successor by merger with Transamerica Life Insurance and Annuity Company)

By:	/s/ Debra R. Thompson
Name:	Debra R. Thompson
Title:	Vice President

S-3

ASSURITY LIFE INSURANCE COMPANY

(successor in interest to Security Financial Life Insurance Co.)

By:	/s/ Victor Weber
Name:	Victor Weber
Title:	Senior Director - Investments

S-4

ALLSTATE LIFE INSURANCE COMPANY

By:	/s/ Mary Ann Hawley
Name:	Mary Ann Hawley


By:	/s/ Jerry D. Zinkula
Name:	Jerry D. Zinkula

	Authorized Signatories

S-5

ING USA ANNUITY AND LIFE INSURANCE COMPANY

RELIASTAR LIFE INSURANCE COMPANY

ING LIFE INSURANCE AND ANNUITY COMPANY

By: ING Investment Management LLC, as Agent

By:	/s/ Christopher P. Lyons
Name:	Christopher P. Lyons
Title:	Senior Vice President

S-6

WACHOVIA CAPITAL MARKETS, LLC

By:	/s/ Mark W. Ponder
Name:	Mark W. Ponder
Title:	Managing Director

S-7

SUN LIFE INSURANCE AND ANNUITY

COMPANY OF NEW YORK

By:	/s/ David Belanger
Name:	David Belanger
Title:	Authorized Signer


By:	/s/ Deborah J. Foss
Name:	Deborah J. Foss
Title:	Authorized Signer

SUN LIFE ASSURANCE COMPANY

OF CANADA (U.S.)

By:	/s/ David Belanger
Name:	David Belanger
Title:	Senior Director
	Private Fixed Income


By:	/s/ Deborah J. Foss
Name:	Deborah J. Foss
Title:	Managing Director, Head of Private Debt
	Private Fixed Income

S-8

THE GUARDIAN LIFE INSURANCE COMPANY

OF AMERICA

By:	/s/ Gwendolyn S. Foster
Name:	Gwendolyn S. Foster
Title:	Senior Director

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

By:	/s/ Gwendolyn S. Foster
Name:	Gwendolyn S. Foster
Title:	Senior Director

S-9

AMERICAN FAMILY LIFE INSURANCE COMPANY

By:	/s/ Phillip Hannifan
Name:	Phillip Hannifan
Title:	Investment Director

S-10

AMERITAS LIFE INSURANCE CORP.

By: Summit Investment Advisors Inc., as Agent

By:	/s/ Andrew S. White
Name:	Andrew S. White
Title:	Managing Director – Private Placements

ACACIA LIFE INSURANCE COMPANY

By: Summit Investment Advisors Inc., as Agent

By:	/s/ Andrew S. White
Name:	Andrew S. White
Title:	Managing Director – Private Placements

S-11

UNITED OF OMAHA LIFE INSURANCE COMPANY

By:	/s/ Curtis R. Caldwell
Name:	Curtis R. Caldwell
Title:	Senior Vice President

COMPANION LIFE INSURANCE COMPANY

By:	/s/ Curtis R. Caldwell
Name:	Curtis R. Caldwell
Title:	Senior Vice President

S-12

PHOENIX LIFE INSURANCE COMPANY

By:	/s/ Christopher M. Wilkos
Name:	Christopher M. Wilkos
Title:	Senior Vice President
	Corporate Portfolio Management


PHL VARIABLE INSURANCE COMPANY


By:	/s/ Christopher M. Wilkos
Name:	Christopher M. Wilkos
Title:	Senior Vice President
	Corporate Portfolio Management

S-13

COUNTRY LIFE INSURANCE COMPANY

By:	/s/ John Jacobs
Name:	John Jacobs
Title:	Director — Fixed Income

S-14

HARE & CO.


By:	/s/ A. Musella
Name:	A. Musella
Title:	Assistant Vice President

S-15

CONFIRMATION

Each of the undersigned acknowledges receipt of the foregoing Prepayment Amendment and confirms the continuing validity and enforceability against such undersigned of each of the Note Agreement, the Notes and the Subsidiary Guaranty to which such undersigned is a party.

	REGIS CORPORATION
	SUPERCUTS, INC.
	THE BARBERS, HAIRSTYLING FOR MEN
	AND WOMEN, INC.
	REGIS INTERNATIONAL, LTD.


	By:	/s/ Randy L. Pearce
	Name:	Randy L. Pearce
	Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

S-16

SCHEDULE I

HOLDERS OF NOTES

2002 Note Purchase Agreement

Teachers Insurance and Annuity Association of America	$	35,000,000
Monumental Life Insurance Company	$	30,000,000
Assurity Life Insurance Company	$	2,000,000

2005 Note Purchase Agreement

Series 2005-A, Tranche 1, Notes

ING USA Annuity and Life Insurance Company	$	3,400,000
Reliastar Life Insurance Company	$	3,000,000
Teachers Insurance and Annuity Association of America	$	10,000,000
The Guardian Insurance & Annuity Company, Inc.	$	3,300,000
Ameritas Life Insurance Corp.	$	2,000,000
Acacia Life Insurance Company	$	1,000,000
United of Omaha Life Insurance Company	$	2,300,000
Companion Life Insurance Company	$	2,000,000
Phoenix Life Insurance Company	$	2,000,000
PHL Variable Insurance Company	$	1,000,000

Series 2005-A, Tranche 2, Notes

Transamerica Life Insurance Company (successor by merger with Transamerica Life Insurance and Annuity Company)	$	7,000,000
ING USA Annuity and Life Insurance Company	$	11,000,000
Reliastar Life Insurance Company	$	15,000,000
ING Life Insurance and Annuity Company	$	3,000,000
Teachers Insurance and Annuity Association of America	$	10,000,000
The Guardian Life Insurance Company of America	$	13,000,000
American Family Life Insurance Company	$	5,000,000
Ameritas Life Insurance Corp.	$	1,000,000
Acacia Life Insurance Company	$	1,000,000
Assurity Life Insurance Company	$	1,000,000
Country Life Insurance Company	$	2,000,000
Hare & Co.(1)	$	1,000,000

(1) Nominee of Bank of New York Mellon

Series 2005-B, Tranche 1, Notes

Allstate Life Insurance Company		$	50,000,000
Monumental Life Insurance Company		$	20,000,000

Series 2005-B, Tranche 2, Notes

Sun Life Insurance and Annuity Company of New York	$	8,000,000
Sun Life Assurance Company of Canada (U.S.)	$	7,000,000
Wachovia Capital Markets, LLC	$	15,000,000

Schedule I

EX-10.2 3 a09-17265_2ex10d2.htm EX-10.2

Exhibit 10.2

FIRST AMENDMENT

THIS FIRST AMENDMENT dated as of July 3, 2009 (this “Amendment”) amends the Term Loan Agreement dated as of October 3, 2008 (the “Loan Agreement”) among REGIS CORPORATION, a Minnesota corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings given to them in the Loan Agreement.

WHEREAS, the Borrower has requested certain amendments to the Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. AMENDMENTS. Subject to the conditions precedent set forth in Section 3, the Loan Agreement is amended as follows:

1.1 Amendment of Certain Definitions. The following definitions in Section 1.01 are amended in their entirety to read as follows, respectively:

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day; (b) the Federal Funds Rate in effect on such day plus ½ of 1%; and (c) the sum of 1.00% plus the Eurodollar Rate that would be applicable for an Interest Period of one month beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, the sum, without duplication, of (a) net income (or net loss) for such period, excluding any extraordinary non-cash gains during such period (provided that the net income of any Person that is not a Subsidiary of the Company shall be included in the consolidated net income of the Company only to the extent of the amount of cash dividends or distributions paid by such Person to the Company or to a consolidated Subsidiary of the Company), plus (b) to the extent included in the determination of such net income (or net loss), (i) all amounts treated as expenses for depreciation (including, without duplication, non-cash gains and losses upon the closing and abandonment of any non-franchised store locations) and interest paid or accrued and the amortization of intangibles of any kind, plus (ii) all taxes paid or accrued and unpaid on or measured by income, plus (iii) any Designated Charges plus (iv) any non-cash interest expense on Indebtedness convertible into shares of common stock of the Borrower plus (c) the amount of any other charge in respect of non-recurring expenses arising in connection with Acquisitions, to the extent approved by the Administrative Agent and the Required Lenders; provided that (A) if the Company or any Subsidiary acquires a Person (an “Acquired Person”) in an Acquisition in such period, then all of the Acquired

Person’s EBITDA (calculated for such Person as set forth above without giving effect to clause (c)) for the four fiscal quarters then ended shall be added to EBITDA, and if the Company or any Subsidiary sells all or substantially all of the stock or assets of any Subsidiary in any such period, then the EBITDA of such Subsidiary (calculated for such Person as set forth above without giving effect to clause (c)) shall be deducted from EBITDA and (B) all non-cash losses and expenses and non-cash impairment charges (including non-cash compensation expense and non-cash impairment of goodwill and other intangibles or arising in connection with any Joint Venture) taken in such period shall be added back to EBITDA for such period and all cash payments made in such period that arise out of non-cash losses or expenses and impairment charges taken in any previous period shall be subtracted from EBITDA.

“Fixed Charges” means, with respect to the Company and its Subsidiaries on a consolidated basis, as of any date of determination, (a) interest expense paid or accrued on outstanding Indebtedness for the period of four fiscal quarters ending on the date of determination (excluding non-cash interest expense on Indebtedness convertible into shares of common stock of the Borrower), and (b) Rental Expense paid or accrued in such period.

“Note Agreements” means, collectively, (a) the Amended and Restated Private Shelf Agreement dated as of October 3, 2000 between the Company and the purchasers named therein, (b) the Note Purchase Agreement dated as of March 1, 2002 between the Company and the purchasers named therein and (c) the Master Note Purchase Agreement dated as of March 15, 2005 between the Company and the purchasers named therein; provided that after the effectiveness of the First Amendment to this Agreement, the term Note Agreements shall refer solely to the agreement referred to in clause (a) above.

1.2 Addition of Definition. The following definition is added to Section 1.01 in proper alphabetical order:

“Designated Charges” means the first $6,000,000 of non-recurring cash charges taken by the Borrower after June 30, 2009 related to (i) severance expenses or (ii) lease termination expenses for locations operated from the Company’s business headquartered in the United Kingdom.

1.3 Accounting Principles. The following subsection 1.03(d) is added in proper sequence:

(d) Notwithstanding the foregoing provisions of this Section 1.03 or any other provision of this Agreement, the outstanding principal amount of all Indebtedness of any Person shall be equal to the actual outstanding principal amount thereof irrespective of the amount that might otherwise be accounted for under GAAP as the amount of the liability of such Person with respect to such Indebtedness, and any determination of the net income (or net loss), equity or assets of any Person shall not take into account any effect of marking any such outstanding Indebtedness of such Person to market value.

1.4 Interest Rates. Subsection 2.09(a) is amended in its entirety to read as follows:

(a) Each Tranche of a Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to (i) the Eurodollar Rate or the Base Rate, as applicable (and subject to the Company’s right to convert to a Tranche or portion thereof to the other Type pursuant to Section 2.04) plus (ii) the Applicable Margin for the relevant Type of Loan.

1.5 Default Rate. Subsection 2.09(c) is amended by inserting the words “for Base Rate Loans” immediately after the words “Applicable Margin” near the end of the first sentence thereof.

1.6 Lien Basket. Subsection 7.01(i) is amended in its entirety to read as follows:

(i) other Liens securing Indebtedness that does not exceed in the aggregate at any one time outstanding the lesser of (x) two percent (2%) of Net Worth as set forth in the most recently delivered Compliance Certificate pursuant to Section 7.02(a) and (y) the maximum amount of such secured Indebtedness that, when aggregated with all other outstanding Priority Debt (within the meaning of the applicable Note Agreement), would be permitted under each Note Agreement; provided that such Liens may not secure any Note Agreement or any other Indebtedness (excluding Capital Lease Obligations) to a bank, insurance company or other financial institution in excess of $10,000,000.

1.7 Investments. Subsection 7.04(d)(iii) is amended by replacing the amount “$100,000,000” with the amount “$20,000,000”.

1.8 Fixed Charge Coverage Ratio. Subsection 7.15(b) is amended by replacing the ratio “1.50 to 1.00” with the ratio “1.30 to 1.0”.

1.9 Minimum Net Worth. Section 7.16 is amended is amended in its entirety to read as follows:

7.16 Minimum Net Worth. (a) The Company shall not, as of June 30, 2009, permit Net Worth to be less than the sum of (a) $675,000,000 plus (b) on a cumulative basis, 25% of the positive net income earned during each fiscal quarter commencing on or after March 31, 2007.

(b) The Company shall not, as of the last day of any fiscal quarter ending after June 30, 2009, permit Net Worth to be less than the sum of (i) $800,000,000, plus (b) on a cumulative basis, twenty-five percent (25%) of the positive net income earned during each fiscal quarter commencing on or after June 30, 2009, plus (c) on a cumulative basis, fifty percent (50%) of the net cash proceeds received from the issuance of equity securities of the Company, if any, after June 30, 2009 minus (d) the lesser of (i) $50,000,000 and (ii) Special Charges taken or incurred after March 31, 2009. For purposes of clause (d) above, “Special Charges” means (1) impairment of goodwill and other intangibles; (2) non-cash charges related to discontinued operations; and (3) non-cash net reductions to accumulated other

comprehensive income (other than reductions related to pensions, post-retirement benefits and similar retirement adjustments)..

1.10 Restricted Payments Covenant. Article VII is amended by adding the following Section 7.18 at the end thereof:

7.18 Restricted Payments. The Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividend or make any other distribution (whether in cash, securities or other property) on any of its stock or other equity interests or any warrants, options or other rights with respect thereto (any of the foregoing, “Equity Interests”) or (ii) purchase, redeem or otherwise acquire for value any of its Equity Interests (any such declaration, payment, distribution, purchase or other acquisition, a “Restricted Payment”); provided that:

(a) any Subsidiary may declare and pay dividends, and make other distributions, to the Company or any other Subsidiary;

(b) the Company may declare and pay stock dividends; and

(c) so long as no Default or Event of Default exists, the Company and its Subsidiaries may make other Restricted Payments; provided that if the Leverage Ratio as of the last day of the most recently ended fiscal quarter was greater than 2.00 to 1.0, then neither the Company nor any Subsidiary will make any Restricted Payment pursuant to this clause (c) if, after giving effect thereto, the aggregate amount of all such Restricted Payments made during the 12-month period ending on the date of such Restricted Payment would exceed $20,000,000.

1.11 Amendment to Pricing Schedule. Schedule 1.01 is replaced by Schedule 1.01(a) hereto (and the revised pricing set forth in such Schedule shall be effective immediately upon the effectiveness of this Amendment based upon the Leverage Ratio as of March 31, 2009).

SECTION 2. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that as of the date of effectiveness of this Amendment (and after giving effect to such effectiveness): (a) the representations and warranties of the Borrower set forth in the Loan Agreement will be true and correct in all material respects (except to the extent stated to relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); and (b) no Default or Event of Default will exist.

SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective on the date (which shall be on or before August 15, 2009) on which the Administrative Agent has received the following:

(a) Counterparts of this Amendment signed by the Borrower and the Required Lenders.

(b) A Confirmation substantially in the form of Exhibit A signed by each Loan Party.

(c) An amendment fee for each Lender that, on or prior to 4:00 p.m. on July 2, 2009, delivers a signed counterpart of this Amendment to the Administrative Agent, such fee to be

equal to the product of 0.125% multiplied by the outstanding principal amount of such Lender’s Loan.

(d) Payment of all invoiced fees and expenses of the Administrative Agent (including reasonable attorneys’ fees and expenses).

(e) Evidence that the Borrower has received proceeds from the issuance (after June 26, 2009) of not less than $250,000,000 of common stock of the Borrower or debt securities convertible into such common stock of which not less than $125,000,000 shall be proceeds of the issuance of common stock.

(f) Evidence that the Borrower has paid all of its obligations under the Note Agreements listed on Annex 1.

(g) Evidence that the Note Agreement listed on Annex 2 has been amended in a manner consistent with the amendments set forth herein and otherwise reasonably satisfactory to the Administrative Agent.

(h) A Termination of Intercreditor Agreement substantially in the form of Exhibit B signed by each party thereto.

SECTION 4. MISCELLANEOUS.

4.1 Expenses. The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with this Amendment and the transactions contemplated hereby.

4.2 Incorporation of Loan Agreement Provisions. The provisions of Sections 1.02 (Other Interpretive Provisions), 10.14 (Severability) and 10.17 (Waiver of Jury Trial) of the Loan Agreement are incorporated by reference as if fully set forth herein, mutatis mutandis.

4.3 Signing in Counterparts. This Amendment may be signed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. A signature hereto delivered by facsimile or in .pdf format shall be effective as delivery of an original counterpart.

4.4 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.

4.5 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.6 Effect of Amendment. Except as expressly set forth herein, this Amendment shall not (a) limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Agreement or any other Loan Document or (b) alter, modify or amend any term or condition set forth in the Loan Agreement or any other Loan Document.

4.7 Termination of Intercreditor Agreement. Each Lender authorizes the Administrative Agent to execute and deliver a Termination of Intercreditor Agreement substantially in the form of Exhibit B concurrently with (or immediately prior to) the effectiveness of this Amendment.

[Remainder Of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

	REGIS CORPORATION


	By:	/s/ Randy L. Pearce
	Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

First Amendment to

Regis Term Loan

S-1

	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent


	By:	/s/ Krys Szremski
	Title:	Vice President

First Amendment to

Regis Term Loan

S-2

	BANK OF AMERICA, N.A.


	By:	/s/ Steve K. Kessler
	Title:	Senior Vice President

First Amendment to

Regis Term Loan

S-3

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


	By:	/s/ Victor Pierzchalski
	Title:	Authorized Signatory

First Amendment to

Regis Term Loan

S-4

	U.S. BANK NATIONAL ASSOCIATION


	By:
	Title:

First Amendment to

Regis Term Loan

S-5

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	By:	/s/ Mark Halldorson
	Title:	Vice President

First Amendment to

Regis Term Loan

S-6

	ROYAL BANK OF CANADA


	By:	/s/ Dustin Craven
	Title:	Attorney-in-Fact

First Amendment to

Regis Term Loan

S-7

SCHEDULE 1.01

PRICING SCHEDULE

The Applicable Margin shall be determined in accordance with the foregoing table based on the applicable Leverage Ratio (as determined in accordance with the most recent annual audited or quarterly unaudited financial statements delivered pursuant to Section 6.1 and the corresponding compliance certificate delivered pursuant to subsection 6.2(a). (the “Financials”)). Initially, the Applicable Margin shall be based on Level III. Adjustments, if any, to the Applicable Margin shall be effective five Business Days after the earlier of (a) the date on which the Company is required to file its Financials with the Securities and Exchange Commission (the “SEC”) and (b)(i) in the case of the annual audited Financials, 90 days after the end of each fiscal year of the Company, and (ii) in the case of the quarterly unaudited Financials, 45 days after the end of each of the first three quarters of each fiscal year of the Company; provided that (a) the Applicable Margin may not be based on Level I or Level II until 45 days after the last day of the fiscal quarter ending December 31, 2008; and (b) if the Company fails to file any Financials on a timely basis, Level IV shall apply until such Financials are filed.

Level	Level I	Level II	Level III	Level IV
Leverage Ratio	<1.75 to 1.0	>1.75 to 1.0 and <2.25 to 1.0	>2.25 to 1.0 and <2.75 to 1.0	>2.75 to 1.0
Applicable Margin for Eurodollar Rate Loans (bps)	225	250	275	325
Applicable Margin for Base Rate Loans (bps)	125	150	175	225

If, as a result of any restatement of or other adjustment to Financials or for any other reason, the Lenders determine that (a) the Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (b) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Company shall automatically and retroactively be obligated to pay to the Administrative Agent for the benefit of the Lenders, promptly following demand by the Administrative Agent (accompanied by supporting materials (which may be in the form of Financials prepared by the Company or the Company’s independent auditors)), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Lenders shall have no obligation to repay any interest or fees to the Company; provided that if, as a result of any restatement or other event a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Company pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods.

EXHIBIT A

FORM OF CONFIRMATION

, 2009

To: JPMorgan Chase Bank, N.A., individually and as Administrative

Agent, and the other financial institutions that are

parties to the Loan Agreement referred to below

Please refer to the First Amendment dated as of the date hereof (the “Amendment”) to the Term Loan Agreement dated as of October 3, 2008 (the “Loan Agreement”) among Regis Corporation, a Minnesota corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Loan Agreement.

Each of the undersigned hereby confirms to the Administrative Agent and the Lenders that such undersigned has received a copy of the Amendment and that, after giving effect to the Amendment and the transactions contemplated thereby, each Loan Document to which such undersigned is a party continues in full force and effect and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned in accordance with its terms.

	REGIS CORPORATION
	REGIS INC.
	SUPERCUTS CORPORATE SHOPS, INC.
	SUPERCUTS, INC.
	THE BARBERS, HAIRSTYLING FOR MEN & WOMEN, INC.
	REGIS CORP.
	HAIR CLUB FOR MEN, LLC


	By:	/s/ Randy L. Pearce
	Name:	Randy L. Pearce
	Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

EXHIBIT B

FORM OF
TERMINATION OF INTERCREDITOR AGREEMENT

, 2009

The Prudential Insurance Company of America,

and various affiliates thereof

c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
Chicago, Illinois, 60601-6716
Attention: Wiley S. Adams

Ladies/Gentlemen:

Please refer to (a) the First Amendment dated as of the date hereof (the “Revolver Amendment”) to the Fourth Amended and Restated Credit Agreement dated as of July 12, 2007 (the “Credit Agreement”) among Regis Corporation (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent; (b) the First Amendment dated as of the date hereof (the “Term Amendment”) to the Term Loan Agreement dated as of October 3, 2008 (the “Term Loan Agreement”) among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent; (c) Amendment No. 6 to Amended and Restated Private Shelf Agreement dated as of July 3, 2009 (the “Pru Amendment”) among the Company and various affiliates thereof and The Prudential Insurance Company of America and various affiliates thereof; and (d) the Intercreditor Agreement (the “Intercreditor Agreement”) among various creditors of the Company, including JPMorgan Chase Bank, N.A., as Administrative Agent, and various insurance companies and their affiliates.

The undersigned agree that concurrently with the effectiveness of the Revolver Amendment, the Term Amendment and the Pru Amendment, the Intercreditor Agreement shall terminate and be of no further force or effect. Please evidence your agreement to the foregoing by signing and returning a counterpart of this letter agreement.

	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent under each of the Credit Agreement and the Term Loan Agreement


	By:
	Title:	Vice President

Acknowledge and Agreed:

PRUDENTIAL INVESTMENT MANAGEMENT, INC.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY


By:
Vice President


RGA REINSURANCE COMPANY
MUTUAL OF OMAHA INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
UNION SECURITY INSURANCE COMPANY
PHYSICIANS MUTUAL INSURANCE COMPANY
FARMERS NEW WORLD LIFE INSURANCE COMPANY
ZURICH AMERICAN INSURANCE COMPANY
SECURITY BENEFIT LIFE INSURANCE COMPANY, INC
BAYSTATE INVESTMENTS, LLC
ING LIFE INSURANCE AND ANNUITY COMPANY
MEDICA HEALTH PLANS
MTL INSURANCE COMPANY

By:		Prudential Private Placement Investors,
		L.P. (as Investment Advisor)

By:		Prudential Private Placement Investors, Inc.
		(as its General Partner)


		By:
Vice President


PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

		By:
Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.

By:	Prudential Investment Management (Japan),
	Inc., as Investment Manager
By:	Prudential Investment Management, Inc.,
	as Sub-Adviser


		By:
Vice President

The undersigned consent to the foregoing:

REGIS CORPORATION
REGIS INC.
SUPERCUTS CORPORATE SHOPS, INC.
SUPERCUTS, INC.
THE BARBERS, HAIRSTYLING FOR MEN & WOMEN, INC.
REGIS CORP.
HAIR CLUB FOR MEN, LLC


By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

ANNEX 1

NOTE AGREEMENTS TO BE PAID

Note Purchase Agreement dated as of March 1, 2002 among the Company and various purchasers.

Note Purchase Agreement dated as of March 1, 2005 among the Company and various purchasers.

ANNEX 2

NOTE AGREEMENT TO BE AMENDED

Amended and Restated Private Shelf Agreement dated as October 3, 2000 among the Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and the other “Prudential Affiliates” that pursuant to the terms thereof have become bound by certain provisions thereof.

EX-10.3 4 a09-17265_2ex10d3.htm EX-10.3

Exhibit 10.3

FIRST AMENDMENT

THIS FIRST AMENDMENT dated as of July 3, 2009 (this “Amendment”) amends the Fourth Amended and Restated Credit Agreement dated as of July 12, 2007 (the “Credit Agreement”) among REGIS CORPORATION, a Minnesota corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. AMENDMENTS. Subject to the conditions precedent set forth in Section 3, the Credit Agreement is amended as follows:

1.1 Amendment of Certain Definitions. The following definitions in Section 1.01 are amended in their entirety to read as follows, respectively:

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day; (b) the Federal Funds Rate in effect on such day plus ½ of 1%; and (c) the sum of 1.00% plus the Offshore Rate that would be applicable for an Interest Period of one month beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

1.2 Addition of Definition. The following definition is added to Section 1.01 in proper alphabetical order:

1.3 Accounting Principles. The following subsection 1.03(d) is added in proper sequence:

1.4 Interest Rates. Subsection 2.10(a) is amended in its entirety to read as follows:

(a) Each Revolving Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to (i) the Offshore Rate or the Base Rate, as the case may be (and subject to the Company’s right to convert to the other Type of Loan under Section 2.04), plus (ii) the Applicable Margin for the relevant Type of Loan plus (iii) if such Loans are Offshore Currency Loans, the Associated Costs Rate, if applicable.

1.5 Default Rate. Subsection 2.10(c) is amended by inserting the words “for Base Rate Loans” immediately after the words “Applicable Margin” near the end of the first sentence thereof.

1.6 Deletion of References to Utilization. (a) The second sentence of subsection 2.11(b) is deleted in its entirety; and (b) the existing subsection 2.12(b) is deleted in its entirety (and the existing subsection 2.12(c) is redesignated as 2.12(b)).

1.7 Lien Basket. Subsection 8.01(i) is amended in its entirety to read as follows:

1.8 Investments. Subsection 8.04(d)(iii) is amended by replacing the amount “$100,000,000” with the amount “$20,000,000”.

1.9 Fixed Charge Coverage Ratio. Subsection 8.15(b) is amended by replacing the ratio “1.50 to 1.00” with the ratio “1.30 to 1.0”.

1.10 Minimum Net Worth. Section 8.16 is amended in its entirety to read as follows:

8.16 Minimum Net Worth. (a) The Company shall not, as of June 30, 2009, permit Net Worth to be less than the sum of (a) $675,000,000 plus (b) on a cumulative basis, 25% of the positive net income earned during each fiscal quarter commencing on or after March 31, 2007.

incurred after March 31, 2009. For purposes of clause (d) above, “Special Charges” means (1) impairment of goodwill and other intangibles; (2) non-cash charges related to discontinued operations; and (3) non-cash net reductions to accumulated other comprehensive income (other than reductions related to pensions, post-retirement benefits and similar retirement adjustments).

1.11 Restricted Payments Covenant. Article VIII is amended by adding the following Section 8.18 at the end thereof:

8.18 Restricted Payments. The Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividend or make any other distribution (whether in cash, securities or other property) on any of its stock or other equity interests or any warrants, options or other rights with respect thereto (any of the foregoing, “Equity Interests”) or (ii) purchase, redeem or otherwise acquire for value any of its Equity Interests (any such declaration, payment, distribution, purchase or other acquisition, a “Restricted Payment”); provided that:

(a) any Subsidiary may declare and pay dividends, and make other distributions, to the Company or any other Subsidiary;

(b) the Company may declare and pay stock dividends; and

1.12 Amendment to Pricing Schedule. Schedule 1.01(a) is replaced by Schedule 1.01(a) hereto (and the revised pricing set forth in such Schedule shall be effective immediately upon the effectiveness of this Amendment based upon the Leverage Ratio as of March 31, 2009).

1.13 Reduction of Aggregate Commitment. The Aggregate Commitment is reduced to $300,000,000 and, accordingly, Schedule 2.01 is replaced by Schedule 2.01 hereto.

SECTION 2. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that as of the date of effectiveness of this Amendment (and after giving effect to such effectiveness): (a) the representations and warranties of the Borrower set forth in the Credit Agreement will be true and correct in all material respects (except to the extent stated to relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); and (b) no Default or Event of Default will exist.

SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective on the date (which shall be on or before August 15, 2009) on which the Administrative Agent has received the following:

(a) Counterparts of this Amendment signed by the Borrower and the Required Lenders.

(b) A Confirmation substantially in the form of Exhibit A signed by each Loan Party.

(c) An amendment fee for each Lender that, on or prior to 4:00 p.m. on July 2, 2009, delivers a signed counterpart of this Amendment to the Administrative Agent, such fee to be equal to the product of 0.125% multiplied by such Lender’s Commitment (after giving effect to the reduction of the Aggregate Commitment pursuant to Section 1.9).

(d) Payment of all invoiced fees and expenses of the Administrative Agent (including reasonable attorneys’ fees and expenses).

(f) Evidence that the Borrower has paid all of its obligations under the Note Agreements listed on Annex 1.

(g) Evidence that the Note Agreement listed on Annex 2 has been amended in a manner consistent with the amendments set forth herein and otherwise reasonably satisfactory to the Administrative Agent

(h) A Termination of Intercreditor Agreement substantially in the form of Exhibit B signed by each party thereto.

SECTION 4. MISCELLANEOUS.

4.2 Incorporation of Credit Agreement Provisions. The provisions of Sections 1.02 (Other Interpretive Provisions), 11.14 (Severability) and 11.17 (Waiver of Jury Trial) of the Credit Agreement are incorporated by reference as if fully set forth herein, mutatis mutandis.

4.4 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.

4.5 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.6 Effect of Amendment. Except as expressly set forth herein, this Amendment shall not (a) limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document or (b) alter, modify or amend any term or condition set forth in the Credit Agreement or any other Loan Document.

[Remainder Of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

	REGIS CORPORATION


	By:	/s/ Randy L. Pearce
	Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

Regis First Amendment

To Revolving Facility

S-1

	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent


	By:	/s/ Krys Szremski
	Title:	Vice President

Regis First Amendment

To Revolving Facility

S-2

	BANK OF AMERICA, N.A.


	By:	/s/ Steve K. Kessler
	Title:	Senior Vice President

Regis First Amendment

To Revolving Facility

S-3

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


	By:	/s/ Victor Pierzchalski
	Title:	Authorized Signatory

Regis First Amendment

To Revolving Facility

S-4

	WACHOVIA BANK, NATIONAL ASSOCIATION


	By:	/s/ Scott Degler
	Title:	Vice President

Regis First Amendment

To Revolving Facility

S-5

	SUNTRUST BANK


	By:	/s/ Michael Vegh
	Title:	Vice President

Regis First Amendment

To Revolving Facility

S-6

	U.S. BANK NATIONAL ASSOCIATION


	By:
	Title:

Regis First Amendment

To Revolving Facility

S-7

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	By:	/s/ Mark Halldorson
	Title:	Vice President

Regis First Amendment

To Revolving Facility

S-8

	ROYAL BANK OF CANADA


	By:	/s/ Dustin Craven
	Title:	Attorney-in-Fact

Regis First Amendment

To Revolving Facility

S-9

SCHEDULE 1.01(a)

PRICING SCHEDULE

The Applicable Margin for Offshore Rate Loans and for Base Rate Loans and the Applicable Facility Fee Percentage shall be determined in accordance with the table below based on the applicable Leverage Ratio (as determined in accordance with the most recent annual audited or quarterly unaudited financial statements delivered pursuant to Section 7.1 and the corresponding compliance certificate delivered pursuant to subsection 7.2(a) (the “Financials”)). Adjustments, if any, to the Applicable Margin and the Applicable Facility Fee Percentage shall be effective five Business Days after the earlier of (a) the date on which the Company is required to file its Financials with the SEC and (b)(i) in the case of the annual audited Financials, 90 days after the end of each fiscal year of the Company, and (ii) in the case of the quarterly unaudited Financials, 45 days after the end of each of the first three quarters of each fiscal year of the Company; provided that if the Company fails to file any Financials on a timely basis, Level IV shall apply until such Financials are filed.

Level	Level I	Level II	Level III	Level IV
Leverage Ratio	<1.75 to 1.0	>1.75 to 1.0 and <2.25 to 1.0	>2.25 to 1.0 and <2.75 to 1.0	>2.75 to 1.0
Applicable Margin for Offshore Rate Loans (bps)	200	225	245	285
Applicable Margin for Base Rate Loans (bps)	100	125	145	185
Applicable Facility Fee Percentage (bps)	25	25	30	40

excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods.

SCHEDULE 2.01

COMMITMENTS AND PRO RATA SHARES

Lenders	Commitment	Pro Rata Share
JPMorgan Chase Bank, N.A.	$	15.000000001	%
Bank of America, N.A.	$	27.857142858	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch	$	12.857142857	%
Wachovia Bank, N.A.	$	12.857142857	%
SunTrust Bank	$	8.571428571	%
U.S. Bank National Association	$	8.571428571	%
Wells Fargo Bank, National Association	$	8.571428571	%
Royal Bank of Canada	$	5.714285714	%
TOTAL	$	100.000000000	%

EXHIBIT A

FORM OF CONFIRMATION

, 2009

To:		JPMorgan Chase Bank, N.A., individually and as Administrative
		Agent, and the other financial institutions that are
		parties to the Credit Agreement referred to below

Please refer to the First Amendment dated as of the date hereof (the “Amendment”) to the Fourth Amended and Restated Credit Agreement dated as of July 12, 2007 (the “Credit Agreement”) among Regis Corporation, a Minnesota corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

	REGIS CORPORATION
	REGIS INC.
	SUPERCUTS CORPORATE SHOPS, INC.
	SUPERCUTS, INC.
	THE BARBERS, HAIRSTYLING FOR MEN
	& WOMEN, INC.
	REGIS CORP.
	HAIR CLUB FOR MEN, LLC


	By:	/s/ Randy L. Pearce
	Name:	Randy L. Pearce
	Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

EXHIBIT B

FORM OF
TERMINATION OF INTERCREDITOR AGREEMENT

, 2009

The Prudential Insurance Company of America,

and various affiliates thereof

c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
Chicago, Illinois, 60601-6716
Attention: Wiley S. Adams

Ladies/Gentlemen:

	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent under each of the Credit Agreement and the Term Loan Agreement


	By:
	Title:	Vice President

Acknowledge and Agreed:

PRUDENTIAL INVESTMENT MANAGEMENT, INC.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY


By:
	Vice President


RGA REINSURANCE COMPANY
MUTUAL OF OMAHA INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
UNION SECURITY INSURANCE COMPANY
PHYSICIANS MUTUAL INSURANCE COMPANY
FARMERS NEW WORLD LIFE INSURANCE COMPANY
ZURICH AMERICAN INSURANCE COMPANY
SECURITY BENEFIT LIFE INSURANCE COMPANY, INC
BAYSTATE INVESTMENTS, LLC
ING LIFE INSURANCE AND ANNUITY COMPANY
MEDICA HEALTH PLANS
MTL INSURANCE COMPANY

By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)

By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)


	By:
		Vice President


PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

	By:
		Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.

By:	Prudential Investment Management (Japan),
	Inc., as Investment Manager
By:	Prudential Investment Management, Inc.,
	as Sub-Adviser


	By:
		Vice President

The undersigned consent to the foregoing:

REGIS CORPORATION
REGIS INC.
SUPERCUTS CORPORATE SHOPS, INC.
SUPERCUTS, INC.
THE BARBERS, HAIRSTYLING FOR MEN & WOMEN, INC.
REGIS CORP.
HAIR CLUB FOR MEN, LLC


By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

ANNEX 1

NOTE AGREEMENTS TO BE PAID

Note Purchase Agreement dated as of March 1, 2002 among the Company and various purchasers.

Note Purchase Agreement dated as of March 1, 2005 among the Company and various purchasers.

ANNEX 2

NOTE AGREEMENT TO BE AMENDED

EX-10.4 5 a09-17265_2ex10d4.htm EX-10.4

Exhibit 10.4

Execution Copy

July 3, 2009

Regis Corporation

7201 Metro Boulevard

Minneapolis, Minnesota 55439

Re: Amendment No. 6 to Amended and Restated Private Shelf Agreement

Ladies and Gentlemen:

We refer to the Amended and Restated Private Shelf Agreement dated as October 3, 2000, as amended by the letter amendment dated as of May 9, 2002, Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003, the letter amendment dated April 29, 2005, the letter amendment dated July 6, 2006 and the letter amendment dated July 31, 2007 (as so amended, the “Shelf Agreement”), between Regis Corporation, a Minnesota corporation (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”), The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and the other “Prudential Affiliates” which pursuant to the terms thereof have become bound by certain provisions thereof, on the other hand. Unless otherwise defined herein, the terms defined in the Shelf Agreement shall be used herein as therein defined.

Pursuant to the request of the Company and in accordance with the provisions of paragraph 11C of the Shelf Agreement, the parties hereto agree as follows:

SECTION 1. Amendment. From and after the Effective Date, the Shelf Agreement and the Notes are amended as follows:

1.1. Each reference in the form of Note for each Series of Notes set forth in the table below and in each of the outstanding Notes of such Series is amended to change the interest rate set forth opposite such Series in the table below under the heading “Existing Interest Rate” to the interest rate set forth opposite such Series under the heading “New Interest Rate”:

Series of Notes	Existing Interest Rate		New Interest Rate
Series J Notes	4.69	%	5.69	%
Series L Notes	4.65	%	5.65	%
Series M Notes	4.86	%	5.86	%
Series N Notes	6.01	%	7.01	%
Series O Notes	6.05	%	7.50	%
Series P Notes	6.05	%	7.50	%

1.2. A new paragraph 2I is added to the Shelf Agreement as follows:

“2I. RBC Fee. On and after the date that is one year after the Amendment No. 6 Effective Date, in addition to the interest accruing on the Notes, the Company agrees to pay to each holder of a Note a fee (the “RBC Fee”) on the daily average outstanding principal amount of such Note at a rate per annum equal to 1.00%; provided however that no RBC Fee shall accrue during any period when an RBC Reduction Event has occurred and is continuing. The RBC Fee with respect to each Note shall be calculated on the same basis as interest on such Note is calculated and shall be paid in arrears on each day upon which interest is due on such Note. The payment of any RBC Fee shall not constitute a waiver of any Default or Event of Default.”

1.3. Subparagraph (b) of paragraph 6A(1) of the Shelf Agreement is amended by deleting the reference to “1.50” appearing therein and substituting therefor a reference to “1.30”.

1.4. Paragraph 6B of the Shelf Agreement is hereby amended and restated in its entirety as follows:

“6B. Minimum Net Worth.

(a) The Company shall not, as of June 30, 2009, permit its Net Worth to be less than the sum of (a) $675,000,000 plus (b) on a cumulative basis, 25% of the positive net income earned during each fiscal quarter commencing on or after March 31, 2007.

(b) The Company shall not, as of the last day of any fiscal quarter ending after June 30, 2009, permit its Net Worth to be less than the sum of (i) $800,000,000, plus (b) on a cumulative basis, twenty-five percent (25%) of the positive net income earned during each fiscal quarter commencing on or after June 30, 2009, plus (c) on a cumulative basis, fifty percent (50%) of the net cash proceeds received from the issuance of equity securities of the Company, if any, after June 30, 2009 minus (d) the lesser of (i) $50,000,000 and (ii) Special Charges taken or incurred after March 31, 2009. For purposes of clause (d) above, “Special Charges” means (1) impairment of goodwill and other intangibles; (2) non-cash charges related to discontinued operations; and (3) non-cash net reductions to accumulated other comprehensive income (other than reductions related to pensions, post-retirement benefits and similar retirement adjustments). As used herein, the term “Net Worth” means the shareholder’s equity of the Company as determined in accordance with generally accepted accounting principals consistently applied.”

1.5. Clause (iv) of paragraph 6C(1) of the Shelf Agreement is hereby amended and restated in its entirety as follows:

“(iv) Liens securing Indebtedness not otherwise permitted by clauses (i)-(iii) above, provided that (a) Priority Debt does not at any time exceed 20% of Net Worth determined as of the end of the most recently ended fiscal quarter; and (b) the aggregate amount of Indebtedness secured by Liens pursuant to this clause (iv) shall not exceed two percent (2%) of Net Worth determined as of the end of the most recently ended fiscal quarter; and provided, further, that such Liens may not secure the Credit Agreement, the Term Loan Agreement or other Indebtedness (excluding Capital Lease Obligations) to a bank, insurance company or other financial institution in excess of $10,000,000.”

1.6. A new paragraph 6F is added to the Shelf Agreement as follows:

“6F. Restricted Payments. The Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividend or make any other distribution (whether in cash, securities or other property) on any of its stock or other equity interests or any warrants, options or other rights with respect thereto (any of the foregoing, “Equity Interests”) or (ii) purchase, redeem or otherwise acquire for value any of its Equity Interests (any such declaration, payment, distribution, purchase or other acquisition, a “Restricted Payment”); provided that:

(i) any Subsidiary may declare and pay dividends, and make other distributions, to the Company or any other Subsidiary;

(ii) the Company may declare and pay stock dividends; and

(iii) so long as no Default or Event of Default exists, the Company and its Subsidiaries may make other Restricted Payments; provided that if the Leverage Ratio as of the last day of the most recently ended fiscal quarter was greater than 2.00 to 1.0, then neither the Company nor any Subsidiary will make any Restricted Payment pursuant to this clause (iii) if, after giving effect thereto, the aggregate amount of all such Restricted Payments made during the 12-month period ending on the date of such Restricted Payment would exceed $20,000,000.”

1.7. Clause (i) of paragraph 7A of the Note Agreement is amended and restated in its entirety as follows:

“(i) a Company defaults in the payment of any principal of, or Yield- Maintenance Amount payable with respect to, any Note, or any RBC Fee when the same shall become due, either by the terms thereof or otherwise as herein provided;”

1.8. The definition of “Remaining Scheduled Payments” in paragraph 10A of the Note Agreement is amended in its entirety to read as follows:

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that

would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date; provided that, for the purposes of calculating “Remaining Schedule Payments”, the interest rate born by any Series of Notes shall be determined without giving effect to the increase in such interest rates pursuant to Section 1.1 of Amendment No. 6.

1.9. Paragraph 10B is amended by adding, or amending and restating, as applicable, the following definitions:

“Amendment No. 6” shall mean Amendment No. 6 to this Agreement, dated as of July 3, 2009.

“Amendment No. 6 Effective Date” shall mean the “Effective Date”, as defined in Section 2 of Amendment No. 6.

“Designated Charges” means the first $6,000,000 of non-recurring cash charges taken by the Company after June 30, 2009 related to (i) severance expenses or (ii) lease termination expenses for locations operated from the Company’s business headquartered in the United Kingdom, or as otherwise approved by the Required Holders.

“EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles, the sum, without duplication, of (a) net income (or net loss) for such period, excluding any extraordinary non-cash gains during such period (provided that the net income of any Person that is not a Subsidiary of the Company shall be included in the consolidated net income of the Company only to the extent of the amount of cash dividends or distributions paid by such Person to the Company or to a consolidated Subsidiary of the Company), plus (b) to the extent included in the determination of such net income (or net loss), (i) all amounts treated as expenses for depreciation (including, without duplication, non-cash gains and losses upon the closing and abandonment of any non-franchised store locations) and interest paid or accrued and the amortization of intangibles of any kind, plus (ii) all taxes paid or accrued and unpaid on or measured by income, plus (iii) any Designated Charges plus (iv) any non-cash interest expense on Indebtedness convertible into shares of common stock of the Company plus (c) the amount of any other charge in respect of non-recurring expenses arising in connection with acquisitions, to the extent approved by the Required Holders; provided that (A) if the Company or any Subsidiary acquires a Person (an “Acquired Person”) in an acquisition in such period, then all of the Acquired Person’s EBITDA (calculated for such Person as set forth above without giving effect to clause (c)) for the four fiscal quarters then ended shall be added to EBITDA, and if the Company or any Subsidiary sells all or substantially all of the stock or assets of any Subsidiary in any such period, then the EBITDA of such Subsidiary (calculated for such Person as set forth above without giving effect to clause (c)) shall be deducted from EBITDA and (B) all non-cash losses and expenses and non-cash impairment charges (including non-cash compensation expense and non-cash impairment of goodwill and other intangibles or arising in connection with any Joint Venture) taken in such period shall be added back to EBITDA for such period and all cash payments made in such period that arise out of non-cash

losses or expenses and impairment charges taken in any previous period shall be subtracted from EBITDA.

“Fixed Charges” means, with respect to the Company and its Subsidiaries on a consolidated basis, as of any date of determination, (a) interest expense paid or accrued on outstanding Indebtedness for the period of four fiscal quarters ending on the date of determination (excluding non-cash interest expense on Indebtedness convertible into shares of common stock of the Company), and (b) Rental Expense paid or accrued in such period.

“RBC Reduction Event” shall mean The Securities Valuation Office of the National Association of Securities Commissioners (together with any successor organization acceding to the authority thereof, hereinafter, the “SVO”) has reduced the amount of capital required to be held in reserve by a holder of the Notes in respect of such Notes from that which was required as of the Amendment No. 6 Effective Date; provided that the RBC Reduction Event shall cease if the amount of capital required to be held in reserve by a holder of the Notes in respect of such Notes as required by the SVO is subsequently increased to a level at or above that which was required as of the Amendment No. 6 Effective Date.

“RBC Fee” shall have the meaning given in paragraph 2I.

“Term Loan Agreement” shall mean that certain Term Loan Agreement dated as of October 3, 2008 among the Company, various financial institutions, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents named therein, as amended, supplemented or modified from time to time in accordance with the terms thereof.

1.10. Paragraph 10C of the Shelf Agreement is amended by adding the following to the end thereof:

“Notwithstanding the foregoing or any other provision of this Agreement providing for any amount to be determined in accordance with generally accepted accounting principles, for all purposes of this Agreement the outstanding principal amount of any Indebtedness of the Company, any Guarantor or any of their Subsidiaries shall be equal to the actual outstanding principal amount thereof irrespective of the amount that might otherwise be accounted for under generally accepted accounting principles as the amount of the liability of the Company, any Guarantor or any Subsidiary with respect thereto, and any determination of the net income (or net loss), equity or assets of the Company, any Guarantor or any Subsidiary shall not take into account any effect of marking any such outstanding Indebtedness of the Company, any Guarantor or any Subsidiary to market value.”

SECTION 2. Conditions Precedent. This letter shall become effective as of the date (which shall be on or before August 15, 2009) (the “Effective Date”) when the following conditions have been satisfied:

2.1. Documents. PIM and each holder of the Notes party hereto shall have received:

(a) an original counterpart hereof duly executed by the Company, the Guarantors and the Required Holder(s) of the Notes of each Series;

(b) a copy of amendments to the Credit Agreement and the Term Loan Agreement, each consistent with the amendments set forth herein and otherwise in form and substance satisfactory to the Required Holder(s) of the Notes of each Series, executed by the requisite lenders thereunder, and each such amendment shall be in full force and effect;

(c) evidence that the Company has received proceeds from the issuance (after June 26, 2009) of not less than $250,000,000 of common stock of the Company or debt securities convertible into such common stock of which not less than $125,000,000 shall be proceeds of the issuance of common stock;

(d) a copy of a termination of the Intercreditor Agreement, in form and substance satisfactory to the holders of the Notes, executed by each of the parties thereto, and such termination shall be in full force and effect; and

(e) Evidence that the Company has paid all of its obligations under the Note Agreements listed on Annex 1 attached hereto.

The foregoing documentation should be returned to Prudential Capital Group, Two Prudential Plaza, Suite 5600, Chicago, Illinois, 60601-6716, Attention: Wiley S. Adams.

2.2. Amendment Fee; Other Fees. The Company shall have paid an amendment fee for each holder of the Notes equal to the product of 0.125% multiplied by the outstanding principal amount of the Notes held by such holder as of the Effective Date. The Company shall also have paid all invoiced fees and expenses of the holders of the Notes (including reasonable attorneys’ fees and expenses).

2.3. Representations and Warranties; No Default. To induce the holders of the Notes to execute and deliver this letter, the Company represents, warrants and covenants that (1) the representations and warranties contained in paragraph 8 of the Shelf Agreement shall be true on and as of the Effective Date, immediately before and after giving effect to the consummation of the transactions contemplated hereby, (2) the Shelf Agreement, as amended hereby, is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of the remedy of specific performance, (3) the Subsidiaries of the Company party to this letter represent all of the Subsidiaries of the Company that have joined the Guaranty Agreement (as defined in Section 4 below), (4) the Company has not paid or agreed to pay, and the Company will not pay or agree to pay, any fees or other consideration for or with respect to any amendment described in Section 2.1(b) other than fees to the lenders under the Credit Agreement and the Term Loan Agreement to the extent expressly set forth in the respective amendments thereto, and (5) there shall exist on the Effective Date no Event of Default or Default, immediately before and after giving effect to the consummation of the transactions contemplated hereby.

2.4. Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Required Holder(s) of each Series, and each holder of the Notes party hereto shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

SECTION 3. Amended and Restated Notes. The Company hereby agrees that it shall, promptly after the Effective Date, execute a deliver amended and restated Notes, in form and substance satisfactory to the holders of the Notes, evidencing the amendments to the Notes made pursuant hereto.

SECTION 4. Reference to and Effect on Shelf Agreement and Notes. Upon the effectiveness of this letter, each reference to the Shelf Agreement and the Notes in any other document, instrument or agreement shall mean and be a reference to the Shelf Agreement or the Notes, as applicable, as modified by this letter. Except as specifically set forth in Section 1 hereof, the Shelf Agreement and the Notes shall remain in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically stated in this letter, the execution, delivery and effectiveness of this letter shall not (a) amend the Shelf Agreement or any Note, (b) operate as a waiver of any right, power or remedy of PIM or any holder of the Notes, or (c) constitute a waiver of, or consent to any departure from, any provision of the Shelf Agreement or any Note at any time. The Company acknowledges and agrees that neither PIM nor any holder of any Note is under any duty or obligation of any kind or nature whatsoever to grant the Company any additional amendments or waivers of any type, whether under the same or different circumstances, and no course of dealing or course of performance shall be deemed to have occurred as a result of the amendments and wavier herein.

For the avoidance of doubt, the Company and the holders of the Notes confirm that compliance with the covenants set forth paragraphs 6A(1), 6A(2) and 6B of the Shelf Agreement for the fiscal quarter ended June 30, 2009 shall be determined under the terms of the Shelf Agreement prior to giving effect to this letter.

SECTION 5. Reaffirmation. Each Guarantor (as defined in the Amended and Restated Subsidiary Guaranty dated February 23, 2003 (the “Guaranty Agreement”) by certain Subsidiaries of the Company in favor of the holders of the Notes) hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Guaranty Agreement. Each Guarantor hereby consents to the terms and conditions of this letter and reaffirms its obligations and liabilities under or with respect to the Shelf Agreement and the Notes, each as amended by this letter (including, without limitation, any additional Guaranteed Obligations (as defined in the Guaranty Agreement) resulting from this letter), and the Guaranty Agreement. Each Guarantor acknowledges that the Guaranty Agreement remains in full force and effect and is hereby ratified and confirmed. Without limiting the generality of the foregoing, each Guarantor agrees and confirms that the Guaranty Agreement continues to guaranty the Guaranteed Obligations arising under or in connection with the Shelf Agreement and the Notes, each as amended by this letter. The execution of this letter shall not operate as a novation, waiver of any right, power or remedy of the holders of the Notes under the Guaranty Agreement.

SECTION 6. Expenses. The Company hereby confirms its obligations under the Shelf Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by any holder of the Notes, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by any holder of the Notes in connection with this letter or the transactions contemplated hereby, in enforcing any rights under this letter, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this letter or the transactions contemplated hereby. The obligations of the Company under this Section 5 shall survive transfer by any holder of the Notes of any Note and payment of any Note.

SECTION 7. Governing Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

SECTION 8. Counterparts, Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[signature pages follow]

Very truly yours,


PRUDENTIAL INVESTMENT MANAGEMENT, INC.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY


By:	/s/ David Quackenbush
	Vice President


RGA REINSURANCE COMPANY
MUTUAL OF OMAHA INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
UNION SECURITY INSURANCE COMPANY
PHYSICIANS MUTUAL INSURANCE COMPANY
FARMERS NEW WORLD LIFE INSURANCE COMPANY
ZURICH AMERICAN INSURANCE COMPANY
SECURITY BENEFIT LIFE INSURANCE COMPANY, INC
BAYSTATE INVESTMENTS, LLC
ING LIFE INSURANCE AND ANNUITY COMPANY
MEDICA HEALTH PLANS
MTL INSURANCE COMPANY

By:				Prudential Private Placement Investors,
				L.P. (as Investment Advisor)

By:				Prudential Private Placement Investors, Inc.
				(as its General Partner)


			By:			/s/ David Quackenbush
						Vice President

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY

By:			Prudential Investment Management, Inc.,
			as investment manager


		By:			/s/ David Quackenbush
					Vice President

[Signature Page to Amendment No. 6 to Amended and Restated Private Shelf Agreement]

GIBRALTAR LIFE INSURANCE CO., LTD.

By:	Prudential Investment Management (Japan),
	Inc., as Investment Manager

By:	Prudential Investment Management, Inc.,
	as Sub-Adviser


	By:	/s/ David Quackenbush
		Vice President

[Signature Page to Amendment No. 6 to Amended and Restated Private Shelf Agreement]

Agreed as of the date first above written:

REGIS CORPORATION


By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

REGIS INC.


By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

HAIR CLUB FOR MEN, LLC


By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

SUPERCUTS CORPORATE SHOPS, INC.

By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

THE BARBERS HAIRSTYLING FOR MEN & WOMEN, INC.

By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

REGIS CORP.

By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

FIRST CHOICE HAIRCUTTERS (INTERNATIONAL) CORP.

By:	/s/ Randy L. Pearce
Name:	Randy L. Pearce
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

[Signature Page to Amendment No. 6 to Amended and Restated Private Shelf Agreement]

ANNEX 1

Note Agreements to be Paid

Note Purchase Agreement dated as of March 1, 2002 among the Company and various purchasers.

Note Purchase Agreement dated as of March 1, 2005 among the Company and various purchasers.

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