EXHIBIT 99.3
EXECUTION COPY
REGIS CORPORATION
FIRST AMENDMENT TO
NOTE PURCHASE AGREEMENT
$125,000,000
Senior Notes
$58,000,000
6.73% Senior Notes, Series A
due March 15, 2009
$67,000,000
7.20% Senior Notes, Series B
due March 15, 2012
Dated as of March 1, 2005
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To
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the
Holders of the Senior Notes
of Regis Corporation Named
in the Attached Schedule I
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Ladies and Gentlemen:
Reference is made
to the Note Purchase Agreement dated as of March 1, 2002 (the
“Note Agreement”), between Regis Corporation, a
Minnesota corporation (the “Company”), and you pursuant
to which the Company issued $58,000,000 aggregate principal amount
of its 6.73% Senior Notes, Series A, due March 15, 2009
(the “Series A Notes”) and $67,000,000 aggregate
principal amount of its 7.20% Senior Notes, Series B, due
March 15, 2012 (the “Series B Notes” and,
together with the Series A Notes, 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 Agreement, as amended
hereby.
The
Company has requested that the Note Agreement be amended to include
a Consolidated Net Worth test and to exclude Section 10.7
(Restricted Payments) and Section 10.8 (Investments). You have
agreed to such amendment on the terms and subject to the conditions
set forth herein.
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:
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1.
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AMENDMENT OF NOTE
AGREEMENT
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1.1. Amendment
of Section 10.1 . Section 10.1 of the Note Agreement
is amended to read in its entirety as follows:
“10.1 Consolidated Net Worth; Consolidated Net
Debt.
(a) The Company
will not permit at any time Consolidated Net Worth to be less than
$600,000,000 plus (i) the cumulative sum of 25% of
Consolidated Net Income (but only if a positive number) for each
completed fiscal quarter, or portion thereof, ended after
December 31, 2004, and (ii) 50% of the net cash proceeds
from any issuance by the Company of any equity
securities.
(b) The Company
will not permit at any time the ratio of Consolidated Net Debt (as
of the last day of the most recently completed fiscal quarter) to
Consolidated EBITDA (for the Company’s then most recently
completed four fiscal quarters) to be greater than 2.75 to 1.00 at
any time. If, during the period for which Consolidated EBITDA is
being calculated, the Company or a Restricted Subsidiary has
(i) acquired one or more Persons (or the assets thereof) or
(ii) disposed of one or more Restricted Subsidiaries (or
substantially all of the assets thereof), Consolidated EBITDA shall
be calculated on a pro forma basis as if all of such acquisitions
(other than acquisitions by or resulting in Unrestricted
Subsidiaries) and all such dispositions had occurred on the first
day of such period.”
1.2.
Section 10.7 . Section 10.7 of the Note Agreement
is amended to read in its entirety as follows:
“10.7. Reserved.”
1.3.
Section 10.8 . Section 10.8 of the Note Agreement
is amended to read in its entirety as follows:
“10.8. Reserved.”
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2.
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REAFFIRMATION; REPRESENTATIONS AND
WARRANTIES
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2.1.
Reaffirmation of Note Agreement . The Company reaffirms its
agreement to comply with each of the covenants, agreements and
other provisions of the Note Agreement and the Notes, including the
amendment of such provisions effected by this First
Amendment.
2.2. Note
Agreement . The Company represents and warrants that the
representations and warranties contained in the 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
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date, (b) for such changes,
facts, transactions and occurrences that have arisen since
March 7, 2002 in the ordinary course of business, (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 . After giving effect to
