[LETTERHEAD]
July 11, 1997
Regis Corporation
7201 Metro Boulevard
Minneapolis, Minnesota 55439
Attention: Senior Vice President
Re: AMENDMENT TO PRIVATE SHELF AGREEMENT
Ladies and Gentlemen:
Reference is made to that certain Private Shelf Agreement dated as of
July 25, 1995 (as amended from time to time, the "AGREEMENT") among Regis
Corporation, a Minnesota corporation (the "COMPANY"), on the one hand, and
The Prudential Insurance Company of America and each "Prudential Affiliate"
which is a party thereto (collectively, "PRUDENTIAL"), on the other hand,
pursuant to which the Company issued and sold and Prudential purchased the
Company's:
(i) 6.94% $10,000,000 Series A Senior Notes due July 1, 2005,
(ii) 7.99% $5,000,000 Series B Senior Notes due July 1, 2003,
(iii) 7.80% $22,000,000 Series C Senior Notes due July 1, 2006,
(iv) 7.16% $5,000,000 Series D Senior Notes due January 2, 2002, and
(v) 8.18% $8,000,000 Series E Senior Notes due July 2, 2006.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Agreement, the parties hereto agree as
follows:
SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Agreement is amended as follows:
1.1 The cover page to the Agreement and paragraph 1A of the Agreement is
each hereby amended to delete in its entirety the amount "$50,000,000"
appearing therein and to substitute therefor the amount "$100,000,000".
Regis Corporation
July 11, 1997
Page 2
1.2 Paragraph 2B of the Agreement is amended to delete in its entirety
clause (i) thereof and to substitute therefor the following: "(i) July 11,
2000, and".
1.3 The Company and Prudential expressly agree and acknowledge that as
of the date hereof the Available Facility Amount is $50,000,000.
NOTWITHSTANDING THE FOREGOING, THIS AMENDMENT AND THE AGREEMENT HAVE BEEN
ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY
PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE
SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO
SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE
CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
SECTION 2. REPRESENTATION AND WARRANTY. The Company hereby represents and
warrants that no Default or Event of Default exists under the Agreement as of
the date hereof.
SECTION 3. CONDITIONS PRECEDENT. This letter shall become effective as
of the date first above written upon (i) the return on or before July 11,
1997 by the Company to Prudential of a counterpart hereof duly executed by
the Company and Prudential, (ii) the payment of a $15,000 non-refundable
structuring fee to The Prudential Insurance Company of America and (iii) the
delivery by Prudential to the Company of a letter in the form of EXHIBIT A
attached hereto on or before July 25, 1997. Upon execution hereof by the
Company, this letter should be returned to: Prudential Capital Group, Two
Prudential Plaza, Suite 5600, Chicago, Illinois 60601, Attention: Marianne
Grabowski.
SECTION 4. REFERENCE TO AND EFFECT ON AGREEMENT. Upon the effectiveness
of this letter, each reference to the Agreement in any other document,
instrument or agreement shall mean and be a reference to the Agreement as
modified by this letter. Except as specifically set forth in Section 1
hereof, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.
SECTION 5. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
Regis Corporation
July 11, 1997
Page 3
SECTION 6. 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 taken together shall constitute but one and
the same instrument. 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.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ [illegible]
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Vice President
AGREED AND ACCEPTED
REGIS CORPORATION
By: /s/ Frank E. Evangelist
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Frank E. Evangelist
Senior Vice President-Finance