Exhibit 4.1


 


AMENDMENT
NO. 1 TO RIGHTS AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is made
as of January 10, 2006 between REGIS CORPORATION,
a Minnesota company (the “Company”), and WELLS FARGO
BANK, N.A. (the “Rights
Agent”), amending the Rights Agreement, dated as of December 23, 1996,
between the Company and the Rights Agent (the “Rights Agreement”).  Capitalized terms used herein without
definition shall have the respective meanings ascribed to such terms in the
Rights Agreement.


 


WHEREAS,
the Board of Directors of the Company has approved an Agreement and Plan of
Merger (the “Merger Agreement”), dated as of January 10, 2006, by
and among Alberto-Culver Company, a Delaware corporation (“Alberto”),
Sally Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary
of Alberto (“Spinco”), the Company, Roger Merger Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company (“Merger Sub”)
and Roger Merger Subco LLC, a Delaware limited liability company and a
wholly-owned subsidiary of the Company (“Subco”), pursuant to
which (i) at the Effective Time (as defined in the Merger Agreement),
Merger Sub will be merged with and into Spinco (the “Merger”), with
Spinco being the surviving corporation, and each issued and outstanding share
of common stock of Spinco not held by Spinco as treasury stock or held by the
Company shall be converted into the right to receive common stock (including
associated Rights) of the Company and (ii) immediately after the Effective
Time, the surviving corporation of the Merger will be merged with and into
Subco, with Subco being the surviving entity;


 


WHEREAS,
in connection with the Merger and in accordance with Section 27 of the
Rights Agreement, the Company desires to amend the Rights Agreement as
hereinafter set forth and has executed and delivered this Amendment immediately
prior to the execution and delivery of the Merger Agreement; and


 


WHEREAS,
the Company has requested that the Rights Agent
execute, and the Rights Agent has agreed to execute, this Amendment.


 


NOW,
THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:


 


AMENDMENT


 


1.                                       Amendment of
the Rights Agreement.


 


1.1                                 Section 1
of the Rights Agreement is hereby amended by adding the following definitions
thereto:


 


“(o)                           “Merger Agreement” shall
mean the Agreement and Plan of Merger, dated as of January 10, 2006, by
and among Alberto-Culver Company, a Delaware corporation (“Alberto”),
Sally Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary
of Alberto (“Spinco”), the Company, Roger Merger Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company, and Roger Merger
Subco LLC, a Delaware limited liability company and a wholly-owned


 





















 


subsidiary of the Company, as the same may be
amended in accordance with the terms thereof.


 


(p)                                 “Merger”
has the meaning ascribed to it in the Merger Agreement.


 


(q)                                 “Subsequent
Merger” has the meaning ascribed to it in the Merger Agreement.


 


(r)                                    “Subsidiary”
has the meaning ascribed to it in the Merger Agreement.


 


(s)                                  “Transaction
Agreements” has the meaning ascribed to it in the Merger Agreement.”


 


1.2                                 The
definition of “Acquiring Person” in Section 1(a) of the Rights
Agreement is hereby amended by inserting the following sentence immediately prior
to the last sentence thereof:


 


“Notwithstanding anything to the contrary
contained herein, none of the execution and delivery of the Merger Agreement,
the Transaction Agreements and the consummation of the Merger, the Subsequent
Merger and the other transactions contemplated by the Merger Agreement and the
Transaction Agreements will cause Alberto, Spinco or any of their respective
Affiliates or Associates to be, become or be deemed an Acquiring Person.”


 


1.3                                 The
definition of “Shares Acquisition Date” in Section 1(m) of the Rights
Agreement is hereby amended by inserting the following sentence immediately
after the last sentence thereof:


 


“Notwithstanding
anything to the contrary contained herein, none of the execution and delivery
of the Merger Agreement, the Transaction Agreements and the consummation of the
Merger, the Subsequent Merger and the other transactions contemplated by the
Merger Agreement and the Transaction Agreements will cause a Share Acquisition
Date to occur.”


 


1.4                                 Section 3(a) of
the Rights Agreement is hereby amended by inserting the following after the defined
term “Distribution Date” contained therein:


 


“provided
that, notwithstanding anything to the contrary contained herein, none of the
execution and delivery of the Merger Agreement, the Transaction Agreements and
the consummation of the Merger, the Subsequent Merger and the other
transactions contemplated by the Merger Agreement and the Transaction
Agreements or the public announcement of any of the foregoing will cause a Distribution
Date to occur.”


 


1.5                                 The
term “Agreement” as used in the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended by this Amendment.


 





















 


2.                                       Effect of
Amendment.  This Amendment shall be
deemed to be in full force and effect immediately prior to the execution of the
Merger Agreement.  Except as and to the
extent expressly modified by this Amendment, the Rights Agreement and the
exhibits thereto shall remain in full force and effect in all respects.  In the event of a conflict or inconsistency
between this Amendment and the Rights Agreement and the exhibits thereto, the
provisions of this Amendment shall govern.


 


3.                                       Counterparts.  This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and
the same instrument.


 


5.                                       Governing Law.  This Amendment shall be deemed to be a
contract made under the laws of the State of Minnesota and for all purposes
shall be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.


 


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, all as of the day and year first above written.


 


 


	
   

  	
  REGIS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul D.
  Finkelstein

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul D.
  Finkelstein

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman of
  the Board of Directors,

  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  as the
  Rights Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve
  Hoffman

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Steve
  Hoffman

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  	
   

  
							



 


 


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