TERM B NOTE
$15,000,000 Chicago, Illinois
July 11, 1997
FOR VALUE RECEIVED, the undersigned, REGIS CORPORATION, a Minnesota
corporation (herein, together with its successors and assigns, called the
"Borrower"), promises to pay to the order of LaSALLE NATIONAL BANK, a
national banking association (herein, together with its successors and
assigns, called the "Bank"), the principal sum of FIFTEEN MILLION DOLLARS
($15,000,000), or such lesser principal amount as may be outstanding pursuant
to the Credit Agreement (as hereinafter defined) with respect to Term Loan B
(as defined in the Credit Agreement), together with interest on the unpaid
principal amount of this Note outstanding from time to time.
This Note is the Term B Note referred to in, evidences indebtedness
incurred under, and is subject to the terms and provisions of, that certain
Credit Agreement dated as of June 21, 1994, between the Borrower, the Bank
and a certain other party whose interest has been transferred and assigned to
the Bank, as amended by that certain Amendment to Credit Agreement dated as
of March 10, 1995, that certain Second Amendment to Credit Agreement dated as
of July 20, 1995, that certain Third Amendment to Credit Agreement dated as
of March 19, 1996, that certain Fourth Amendment to Credit Agreement dated as
of July 9, 1996, that certain Fifth Amendment to Credit Agreement dated as of
October 28, 1996, that certain Sixth Amendment to Credit Agreement dated as
of March 19, 1997, and that certain Seventh Amendment to Credit Agreement
dated as of even date herewith (herein, as the same may be further amended,
modified or supplemented from time to time, called the "Credit Agreement"),
including, without limitation, the provisions in ARTICLE 4-2 therein. The
Credit Agreement, to which reference is hereby made, sets forth said terms
and provisions, including those under which this Term B Note may or must be
paid prior to its due date or may have its due date accelerated. Terms used
but not otherwise defined herein are used herein as defined in the Credit
Agreement.
The Borrower further promises to pay to the order of the Bank interest on
the aggregate unpaid principal amount hereof from time to time outstanding
from the date hereof until paid in full at such rates and at such times as
shall be determined in accordance with the provisions of the Credit
Agreement. Accrued interest shall be payable on the dates specified in the
Credit Agreement.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement
and, if not sooner paid in full, on December 31, 1998.
Payments of both principal and interest are to be made in the lawful
money of the United States of America in immediately available funds at the
Bank's principal office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000,
or at such other place as may be designated by the Bank to the Borrower in
writing.
In addition to, and not in limitation of, the foregoing and the
provisions of the Credit Agreement hereinabove referred to, the Borrower
further agrees, subject only to any limitation imposed by applicable law, to
pay all expenses, including attorneys' fees and expenses, incurred by the
holder of this Note in seeking to collect any amounts payable hereunder which
are not paid when due, whether by acceleration or otherwise.
All parties hereto, whether as makers, endorsers or otherwise, severally
waive presentment, demand, protest and notice of dishonor in connection with
this Note.
This Note is binding upon the undersigned and its successors and assigns,
and shall inure to the benefit of the Bank and its successors and assigns.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
REGIS CORPORATION, a Minnesota
corporation
ATTEST:
By: /s/ XXXXX X. XXXXXXXXXX By: /s/ XXXX X. XXXXXXXXXXX
------------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
------------------------- -------------------------
Title: Senior Vice President Title: President & CEO
------------------------ ------------------------
Xxxxxxxx's Address:
0000 Xxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
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