THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER SALE OR TRANSFER (1) PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.]
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CUSIP: [
]
ISIN: [
]1
[RULE 144A] [REGULATION S][IAI] [GLOBAL] NOTE
5.50% Senior Notes due 2019
No. [ ]
REGIS CORPORATION
[promises to pay to CEDE & CO. or registered assigns, the principal sum as set
forth on the Schedule of Exchanges of Interests in the Global Note attached
hereto [of up to ________ United States Dollars] on December 2, 2019.] [USE ONLY
FOR GLOBAL NOTES.]
[promises to pay to [
] or registered assigns, the principal sum of [
________________ United States Dollars] on December 2, 2019.] [USE ONLY FOR
DEFINITIVE NOTES.]
Interest Payment Dates: June 1 and December 1
Record Dates: May 15 and November 15
_____________
1 Rule 144A Note CUSIP: [______]
Rule 144A Note ISIN: [___________]
Regulation S Note CUSIP: [___________]
Regulation S Note ISIN: [______]
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IN WITNESS HEREOF, the Company has caused this instrument to be duly executed.
Dated: [____], 2015
REGIS CORPORATION
By:
Name:
Title:
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This is one of the Notes referred to in the within-mentioned Indenture:
Dated: [________], 2015
WELLS FARGO BANK, NATIONAL
ASSOCIATION
as Trustee
By:
Authorized Signatory
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[Back of Note]
5.50% Senior Notes due 2019
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
1.INTEREST. Regis Corporation, a Minnesota corporation, promises to pay interest
on the principal amount of this Note at 5.50% per annum from December 1, 2015
until maturity (which shall be, unless earlier redeemed, repaid or