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BANK OF AMERICA MULTICURRENCY DEMAND LOAN AGREEMENT
NATIONAL TRUST AND SAVINGS ASSOCIATION
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
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May 5, 0000
Xxxxx Corporation
0000 Xxxxx Xxxxxxxxx
Xxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Ladies/Gentlemen:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "BANK") is
pleased to confirm that the Bank may, in its sole and absolute discretion, make
loans to REGIS CORPORATION (the "Borrower") from time to time, on the following
terms and conditions:
1. DEFINITIONS
"APPLICABLE CURRENCY": As to any particular Advance, Dollars or the
Offshore Currency in which it is denominated or is payable.
"BANKING DAY": A day other than a Saturday or a Sunday on which the Bank
is open for business in Chicago, Illinois and (a) with respect to disbursements
and payments in Dollars, a day on which dealings are carried on in the
applicable offshore Dollar interbank market, and (b) with respect to
disbursements and payments in and calculations pertaining to any Advance
denominated in an Offshore Currency, a day on which commercial banks are open
for foreign exchange business in London, England, and on which dealings in the
relevant Offshore Currency are carried on in the applicable offshore foreign
exchange interbank market. All payments received on a day which is not a Banking
Day will be applied to the line of credit on the next Banking Day.
"DOLLAR" and the sign "$": The lawful currency of the United States of
America.
"DOLLAR EQUIVALENT": At any time, (a) as to any amount denominated in
Dollars, the amount thereof at such time, and (b) as to any amount denominated
in an Offshore Currency, the equivalent amount in Dollars as determined by the
Bank at such time on the basis of its spot rate of exchange (including all
related costs of conversion) for the purchase of Dollars with such Offshore
Currency at approximately 11:00 a.m., Chicago time, on the date on which such
calculation would be necessary for the delivery of Dollars on the applicable
date contemplated in this Agreement.
"OFFSHORE CURRENCY": The lawful currencies constituting eurocurrencies
(other than Dollars) set forth in SCHEDULE 1 to this Agreement, and any other
eurocurrency which is, in the sole discretion of the Bank, freely traded in the
offshore interbank foreign exchange markets and is freely transferable and
freely convertible into Dollars.
"REFERENCE RATE": The rate of interest publicly announced from time to
time by the Bank in Chicago, Illinois, as its Reference Rate. The Reference Rate
is set by the Bank based on various factors, including the Bank's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans. The Bank may price loans to its
customers at, above, or below the Reference Rate. Any change in the Reference
Rate will take effect at the opening of business on the day specified in the
public announcement of a change in the Reference Rate.
Regis Corporation
May 5, 1998
Page 2
2. LINE OF CREDIT AMOUNT AND TERMS
2.1 LINE OF CREDIT AMOUNT. The Borrower may borrow, repay and reborrow from
the Bank to and including the Termination Date (defined below), unless sooner
notified by the Bank of the termination of this line of credit, such amounts
(the "ADVANCES") as the Borrower may from time to time request, but not
exceeding the Dollar Equivalent amount of $20,000,000, or such reduced amount as
may be fixed by the Bank by written notice to the Borrower (the "LINE OF CREDIT
AMOUNT") in the aggregate at any one time outstanding. If at any time the Bank
determines that the aggregate Dollar Equivalent amount of all Advances hereunder
exceeds the Line of Credit Amount due to a change in applicable rates of
exchange between Dollars and any Offshore Currency, then the Bank shall give
notice to the Borrower that a prepayment is required and the Borrower will make
such prepayment such that, after giving effect to such prepayment, the aggregate
Dollar Equivalent amount of all Advances does not exceed the Line of Credit
Amount.
2.2 "TERMINATION DATE" means May 4, 1999 or such later date to which the
Termination Date may be extended by the Bank in its sole and absolute discretion
and based on such review of the Borrower's financial performance and condition
and such other factors as the Bank considers relevant (which may include, but
not be limited to, future loan policies and other policies adopted by the Bank
unrelated to the Borrower's financial condition). Any such extension must be in
writing signed by the Bank and acknowledged by the Borrower. In the case of any
such extension, the Termination Date will be the date to which such extension
has been granted. The Bank is under no obligation or commitment to extend the
Termination Date and no such obligation or commitment on the part of the Bank
may be inferred from this provision.
2.3 NOTE EVIDENCING ADVANCES. The Advances will be evidenced by the
Borrower's promissory note (the "Note") in the form set forth as EXHIBIT A, and
will be payable on the earlier of the Termination Date or demand. The Bank will
record all Advances (and the Applicable Currency) made pursuant to this
Agreement and all payments of principal in its records, which records will be
rebuttable presumptive evidence of the subject matter thereof.
2.4 ADVANCES. The Borrower may elect to have an Advance denominated in
Dollars or in an Offshore Currency.
2.5 ELECTION TO MAKE ADVANCES; ALL ADVANCES PAYABLE ON DEMAND. The
Borrower agrees that its compliance with and its performance of the
provisions of this Agreement do not obligate the Bank to make any Advances
and that the Bank will make any Advance in its sole and absolute discretion.
The Borrower further agrees that, notwithstanding the Borrower's compliance
with and performance of the provisions of this Agreement, the Bank has the
right to demand payment of the Advances at any time.
2.6 INTEREST RATE.
(a) REFERENCE RATE. For any Advance denominated in Dollars, unless the
Borrower elects the Offshore Rate described below, the interest rate is the
Reference Rate, defined below, per annum.
(b) OFFSHORE RATE. The Borrower may elect to have any Advance denominated
in Dollars bear interest at the Offshore Rate plus 1.00% per annum. All Advances
denominated in an Offshore Currency will bear interest at the Offshore Rate plus
1.00% per annum. At the end of any interest period, unless the Borrower has
designated another interest period, any Advance denominated in an Offshore
Currency will be redenominated into Dollars (using the Dollar Equivalent) and
the interest rate for any Advance denominated in Dollars will revert to the rate
based on the Reference Rate. Designation of an Offshore Rate Advance is subject
to the following requirements:
(1) The interest period during which the Offshore Rate will be in
effect will be 1, 2 or 3 months, as agreed between the Bank and the
Borrower. The last day of the interest period will be determined by the
Bank using the practices of the inter-bank eurocurrency market.
(2) Each Offshore Rate Advance will be for an amount not less than
the Dollar Equivalent amount of $500,000 and in integral multiples of the
Dollar Equivalent amount of $100,000.
Regis Corporation
May 5, 1998
Page 3
(3) The Borrower must irrevocably request an Offshore Rate Advance
no later than 12:00 noon, Chicago time, three Banking Days before the
commencement of the interest period.
(4) "OFFSHORE RATE" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of 1% (all amounts
in the calculation will be determined by the Bank as of the first day of
the interest period):
Offshore Rate = Interbank Rate
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(1.00 - Reserve Percentage)
Where,
(A) "INTERBANK RATE" means the interest rate (rounded upward to the
nearest 1/16th of 1%) at which deposits in the Applicable Currency
for the applicable interest period are offered to the Bank by major
banks in the inter-bank eurocurrency market two Banking Days prior to
commencement of the interest period.
(B) "RESERVE PERCENTAGE" means the total of the maximum reserve
percentages for determining the reserves to be maintained by member
banks of the Federal Reserve System for Eurocurrency Liabilities, as
defined in Federal Reserve Board Regulation D, rounded upward to the
nearest 1/100 of 1%. The percentage will be expressed as a decimal,
and will include, but not be limited to, marginal, emergency,
supplemental, special, and other reserve percentages.
(5) Any Advance already bearing interest at an Offshore Rate will not
be converted to a different rate during its interest period.
(6) Each prepayment of an Offshore Rate Advance, whether voluntary,
by reason of demand or otherwise, will be accompanied by the amount of
accrued interest on the amount prepaid and a prepayment fee as described
below. A "prepayment" is a payment of any amount on a date earlier than
the scheduled payment date for such amount as required by this Agreement.
The prepayment fee will be equal to the amount (if any) by which:
(A) the additional interest which would have been payable during
the interest period on the amount prepaid had it not been prepaid,
exceeds
(B) the interest which would have been recoverable by the Bank by
placing the amount prepaid on deposit in the inter-bank eurocurrency
market for a period starting on the date on which it was prepaid and
ending on the last day of the interest period for such Advance, or
the scheduled payment date for the amount prepaid, if earlier.
(7) The Bank will have no obligation to accept an election for an
Offshore Rate Advance if any of the following described events has
occurred and is continuing:
(A) deposits in the Applicable Currency in the principal amount,
and for periods equal to the interest period, of an Offshore Rate
Advance are not available in the inter-bank eurocurrency market; or
(B) the Offshore Rate does not accurately reflect the cost of an
Offshore Rate Advance.
(c) INTEREST CALCULATION. Except as otherwise stated in this Agreement,
all interest will be computed on the basis of a 360-day year and the actual
number of days elapsed.
(d) DEFAULT RATE. After demand, the unpaid principal balance of the Note
will bear interest at a rate per annum which is 2% percent higher than the rate
of interest otherwise provided under this Agreement.
2.7 REPAYMENT TERMS.
Regis Corporation
May 5, 1998
Page 4
(a) INTEREST. Interest accruing prior to demand on a Reference Rate
Advance will be payable monthly on the first day of each month and at the time
of demand, beginning with the first such date to occur after the initial
Advance. Interest accruing prior to demand on an Offshore Rate Advance will be
paid on the last day of each interest period. Interest accruing after demand
will be payable on demand.
(b) PRINCIPAL. If demand for payment is not sooner made, the Borrower
will repay in full all principal and any unpaid interest or other charges
outstanding under this Agreement no later than the Termination Date; PROVIDED,
HOWEVER, that any amount bearing interest at the Offshore Rate may be repaid at
the end of the applicable interest period, which will be no later than the
Termination Date.
2.8 CURRENCY EQUIVALENTS GENERALLY. For all purposes of this Agreement, the
equivalent in any Offshore Currency of an amount in Dollars, and the equivalent
in Dollars of an amount in any Offshore Currency, shall be determined by the
Bank on the basis of the spot rate of exchange (including all related costs of
conversion) at approximately 11:00 a.m., Chicago time, on the date on which such
calculation would be necessary for the delivery of Dollars or such Offshore
Currency on the applicable date contemplated in this Agreement. Any
determination made by the Bank pursuant to this SECTION 2.7 will be conclusive
and binding in the absence of manifest error.
3. DISBURSEMENTS, PAYMENTS AND COSTS
3.1 REQUESTS FOR ADVANCES. Each request for an Advance will be made in
writing in a manner acceptable to the Bank, or by another means acceptable to
the Bank.
3.2 DISBURSEMENTS AND PAYMENTS. Each Advance made by the Bank, in its sole
and absolute discretion, will be made in immediately available funds in the
Applicable Currency. Each payment by the Borrower will be made without set-off
or counterclaim in immediately available funds in the Applicable Currency not
later than 2:00 p.m., Chicago time, on the dates called for under this Agreement
at the Bank's office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. Funds
received on any day after such time will be deemed to have been received on the
next Banking Day. Whenever any payment to be made hereunder or on the Note is
stated to be due on a day which is not a Banking Day, such payment will be made
on the next succeeding Banking Day and such extension of time will be included
in the computation of any interest.
3.3 TELEPHONE AUTHORIZATION.
(a) The Bank may honor telephone instructions for Advances or repayments
given by any one of the individuals authorized to sign loan agreements on behalf
of the Borrower, or any other individual designated by any one of such
authorized signers.
(b) Advances will be deposited in the Borrower's account number 1233227795
(the "ACCOUNT") or such other of the Borrower's accounts with the Bank as
designated in writing by the Borrower.
(c) At the request of the Bank, the Borrower will promptly provide written
confirmation to the Bank of any telephone instructions. If there is a
discrepancy and the Bank has already acted on the telephone instructions, the
telephone instructions will prevail over the written confirmation.
(d) The Borrower indemnifies and excuses the Bank (including its officers,
employees, and agents) from all liability, loss, and costs in connection with
any act resulting from telephone instructions it reasonably believes are made by
any individual authorized by the Borrower to give such instructions. This
indemnity and excuse will survive this Agreement.
3.4 DIRECT DEBIT. The Borrower agrees that interest and principal payments
will be deducted automatically on the due date from the Account. The Bank will
debit the Account on the dates the payments become due. If a due date does not
fall on a Banking Day, the Bank will debit the Account on the first Banking Day
following the due date. If there are insufficient funds in the Account on the
date the Bank enters any debit the debit will be reversed.
Regis Corporation
May 5, 1998
Page 5
3.5 TAXES. The Borrower will not deduct any taxes from any payments it makes
to the Bank. If any government authority imposes any taxes on any payments made
by the Borrower, the Borrower will pay the taxes and will also pay to the Bank,
at the time interest is paid, any additional amount which the Bank specifies as
necessary to preserve the after-tax yield the Bank would have received if such
taxes had not been imposed. Upon request by the Bank, the Borrower will confirm
that it has paid the taxes by giving the Bank official tax receipts (or
notarized copies) within 30 days after the due date. The Borrower will not pay
the Bank's net income taxes.
4. AGREEMENTS OF BORROWER.
4.1 FINANCIAL INFORMATION. The Borrower agrees to provide the following
financial information and statements in form and content acceptable to the Bank,
and such additional information as requested by the Bank from time to time.
(a) Within 90 days of the Borrower's fiscal year end, the Borrower's
annual financial statements. These financial statements must be audited (with an
unqualified opinion) by a Certified Public Accountant ("CPA") acceptable to the
Bank. The statements shall be prepared on a consolidated and consolidating
basis.
(b) Within 45 days of the period's end, the Borrower's quarterly financial
statements. These financial statements must be reviewed by a CPA acceptable to
the Bank. The statements shall be prepared on a consolidated and consolidating
basis.
(c) Within 30 days of the period's end, the Borrower's monthly financial
statements, including a report summarizing same store comparable sales for
mature salons from period to period, new salon openings as compared to the
Borrower's business plan, and new store operating performance as compared to
such business plan. These financial statements may be Borrower prepared. The
statements shall be prepared on a consolidating basis.
(d) Within the period(s) provided in (a) and (b) above, a compliance
certificate of the Borrower signed by an authorized financial officer of the
Borrower setting forth (i) the information and computations (in sufficient
detail) to establish that the Borrower is in compliance with all financial
covenants set forth in that certain Amended and Restated Credit Agreement, dated
as of December 30,1997 (the "LASALLE CREDIT AGREEMENT"), among the Borrower,
LaSalle National Bank, as Agent and the lenders thereunder, at the end of the
period covered by the financial statements then being furnished and (ii) whether
there existed as of the date of such financial statements and whether there
exists as of the date of the certificate, any default under the LaSalle Credit
Agreement and, if any such default exists, specifying the nature thereof and the
action the Borrower is taking and proposes to take with respect thereto.
4.2 LIENS. The Borrower agrees that Section 8C(1) ("Liens") of the LaSalle
Credit Agreement (and all definitions associated with such section) is
incorporated by reference herein as if set forth herein.
5. CONDITIONS Prior to requesting the initial Advance, the Borrower will
furnish the Bank with each of the following documents, each duly executed and
dated as of the date of the Borrower's acceptance of this
Agreement:
5.1 NOTE. The Note payable to the order of the Bank.
5.2 AUTHORIZATIONS. Evidence that the execution, delivery and performance by
the Borrower of this Agreement and the Note and any instrument or agreement
required under this Agreement have been duly authorized.
5.3 GOOD STANDING. Certificates of good standing for the Borrower from its
state of incorporation and from any other state in which the Borrower is
required to qualify to conduct its business.
5.4 OFFSET SHARING AGREEMENT. An Offset Sharing Agreement, in form and
content satisfactory to the Bank, among the Bank and the Lenders under the
LaSalle Credit Agreement.
Regis Corporation
May 5, 1998
Page 6
5.5 OTHER ITEMS. Any other items that the Bank reasonably requires.
6. ENFORCING THIS AGREEMENT; MISCELLANEOUS
6.1 ILLINOIS LAW. This Agreement is governed by the internal laws of the
State of Illinois.
6.2 SUCCESSORS AND ASSIGNS. This Agreement is binding on the Borrower's and
the Bank's successors and assignees. The Borrower agrees that it may not assign
this Agreement.
6.3 SEVERABILITY; WAIVERS. If any part of this Agreement is not enforceable,
the rest of the Agreement may be enforced.
6.4 EXPENSES. The Borrower agrees to reimburse the Bank upon demand, whether
or not any Advance is made under this Agreement, for all reasonable expenses and
reasonable attorneys' fees, including any allocated costs of in-house counsel,
incurred by the Bank in (a) the preparation, negotiation and execution of this
Agreement, the Note and all other documents delivered in connection with this
Agreement; (b) enforcing the Borrower's obligations under this Agreement, the
Note or any other document delivered in connection with this Agreement; and (c)
participating in any proceeding (whether instituted by the Bank, the Borrower or
any other person and whether in bankruptcy or otherwise) or responding to any
claim in any way relating to this Agreement, the Note or any document delivered
in connection with this Agreement. The Borrower further agrees to pay, and save
the Bank harmless from all liability for, any stamp or other taxes which may be
payable with respect to the execution or delivery of this Agreement or the
issuance of the Note, which obligations will survive any termination of this
Agreement.
6.5 JUDGEMENT. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due under this Agreement or the Note in one currency
into another currency, the rate of exchange used will be that at which the Bank
could purchase the first currency with such other currency on the Banking Day
preceding that on which final judgment is given. The obligation of the Borrower
in respect of any such sum due from it to the Bank under this Agreement or the
Note will, notwithstanding any judgment in a currency (the "JUDGMENT CURRENCY")
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the "AGREEMENT CURRENCY"), be
discharged only to the extent that on the Banking Day following receipt by the
Bank of any sum adjudged to be so due in the Judgment Currency, the Bank may
purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Bank in the Agreement Currency, the Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Bank against such loss.
If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Bank in such currency, the Bank agrees to return the
amount of any excess to the Borrower.
6.7 ONE AGREEMENT. This Agreement and any related other agreements required
by this Agreement, collectively:
(a) represent the sum of the understandings and agreements between the
Bank and the Borrower concerning this line of credit; and
(b) replace any prior oral or written agreements between the Bank and the
Borrower concerning this line of credit; and
(c) are intended by the Bank and the Borrower as the final, complete and
exclusive statement of the terms agreed to by them.
In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail.
6.8 NOTICES. All notices required under this Agreement will be personally
delivered or sent by first class mail, postage prepaid, to the addresses set
forth above, or to such other addresses as the Bank and the Borrower may specify
from time to time in writing.
Regis Corporation
May 5, 1998
Page 7
6.9 HEADINGS. Article and paragraph headings are for reference only and will
not affect the interpretation or meaning of any provisions of this Agreement.
6.10 COUNTERPARTS. This Agreement may be executed in as many counterparts as
necessary or convenient, and by the different parties on separate counterparts
each of which, when so executed, will be deemed an original but all such
counterparts will constitute but one and the same agreement.
6.12 CONSENT TO JURISDICTION. To induce the Bank to accept this Agreement, the
Borrower irrevocably agrees that subject to the Bank's sole and absolute
election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF, FROM OR RELATED
TO THIS AGREEMENT OR THE NOTE WILL BE LITIGATED IN COURTS HAVING SITUS WITHIN
CHICAGO, ILLINOIS. THE BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION
OF ANY COURT LOCATED WITHIN CHICAGO, ILLINOIS, WAIVES PERSONAL SERVICE OF
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED
MAIL DIRECTED TO THE BORROWER AT THE ADDRESS STATED ABOVE AND SERVICE SO MADE
WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.
6.13 WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK EACH WAIVES ANY RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a)
UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR (b) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. THE BORROWER FURTHER AGREES THAT IT WILL
NOT ASSERT ANY CLAIM AGAINST THE BANK ON ANY THEORY OF LIABILITY FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
If the foregoing is acceptable, please indicate the Borrower's agreement
by signing a copy of this Agreement where indicated below.
Very truly yours,
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ [ILLEGIBLE]
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Title: Vice President
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The foregoing is agreed to this
5 day of May, 1998.
REGIS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: XXXXX X. XXXXXX
SENIOR VICE PRESIDENT-FINANCE
CHIEF FINANCIAL OFFICER
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Regis Corporation
May 5, 1998
Page 8
[USE NOTARY BLOCK WHEN DOCUMENTS WILL BE DELIVERED BY MAIL]
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
Subscribed, sworn to and acknowledged before me this 5 day of May 1998
by Xxxxx X. Xxxxxx as Chief Financial Officer of Regis Corporation who
personally appeared before me.
Witness my hand and official seal.
/s/ Xxxxx X. Xxxxxxx
My commission expires: July 31, 2000 -----------------------------
Notary Public
[SEAL]
EXHIBIT A
PROMISSORY NOTE
$20,000,000 Chicago, Illinois: May 5, 1998
On the earlier of the Termination Date or demand, for value received,
REGIS CORPORATION (the "BORROWER") hereby promises to pay to the order of BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "BANK"), the Dollar
Equivalent principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000) or,
if less, the aggregate unpaid principal amount of all Advances made by the Bank
to the undersigned hereunder. The initial Advance, all subsequent Advances and
all payments made on account of principal will be recorded by the holder in its
records. Capitalized terms used herein and not otherwise defined herein have the
meanings given such terms in the Loan Agreement.
The Borrower further promises to pay to the order of the Bank interest on
the aggregate unpaid principal amount of this Note outstanding from time to
time, from the date of this Note until paid in full, at the rates per annum
which will be determined in accordance with the provisions of the Loan
Agreement. Accrued interest will be payable on the dates specified in the Loan
Agreement.
All payments of principal and interest under this Note will be made in the
Applicable Currency in immediately available funds at the Bank's 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.
This Note is the Note referred to in, and evidences indebtedness incurred
under, a Multicurrency Demand Loan Agreement (as it may be amended, modified or
supplemented from time to time, the "LOAN AGREEMENT"), dated as of May54, 1998,
between the Borrower and the Bank, to which Loan Agreement reference is made for
a statement of the terms and provisions thereof.
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 governed by the internal laws of the State of Illinois.
REGIS CORPORATION
By:
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Title:
------------------------
Address:
0000 Xxxxx Xxxxxxxxx
Xxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telephone:
Fax No.:
Regis Corporation
May 5, 1998
Page 10
SCHEDULE I
OFFSHORE CURRENCIES
Canadian Dollars
British Pounds Sterling
Mexican Pesos
