0001104659-09-041851 Sample Contracts

REGIS CORPORATION PREPAYMENT AMENDMENT Note Purchase Agreement dated as of March 1, 2002, as amended by a First Amendment to Note Purchase Agreement dated as of March 1, 2005 Note Purchase Agreement dated as of March 1, 2005
Note Purchase Agreement • July 6th, 2009 • Regis Corp • Services-personal services • Illinois

Reference is made to (i) the Note Purchase Agreement dated as of March 1, 2002, as amended by a First Amendment to Note Purchase Agreement dated as of March 1, 2005 among Regis Corporation, a Minnesota corporation (the “Company”), and each of the Purchasers named in Schedule A thereto (as amended, the “2002 Note Purchase Agreement”) and (ii) the Note Purchase Agreement dated as of March 1, 2005 among the Company and each of the Purchasers named in Schedule A thereto (the “2005 Note Purchase Agreement” and together with the 2002 Note Purchase Agreement, the “Note Purchase Agreements”).

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FIRST AMENDMENT
First Amendment • July 6th, 2009 • Regis Corp • Services-personal services • Illinois

THIS FIRST AMENDMENT dated as of July 3, 2009 (this “Amendment”) amends the Term Loan Agreement dated as of October 3, 2008 (the “Loan Agreement”) among REGIS CORPORATION, a Minnesota corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings given to them in the Loan Agreement.

FIRST AMENDMENT
First Amendment • July 6th, 2009 • Regis Corp • Services-personal services • Illinois

THIS FIRST AMENDMENT dated as of July 3, 2009 (this “Amendment”) amends the Fourth Amended and Restated Credit Agreement dated as of July 12, 2007 (the “Credit Agreement”) among REGIS CORPORATION, a Minnesota corporation (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings given to them in the Credit Agreement.

July 3, 2009
Shelf Agreement • July 6th, 2009 • Regis Corp • Services-personal services • Illinois

We refer to the Amended and Restated Private Shelf Agreement dated as October 3, 2000, as amended by the letter amendment dated as of May 9, 2002, Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003, the letter amendment dated April 29, 2005, the letter amendment dated July 6, 2006 and the letter amendment dated July 31, 2007 (as so amended, the “Shelf Agreement”), between Regis Corporation, a Minnesota corporation (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”), The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and the other “Prudential Affiliates” which pursuant to the terms thereof have become bound by certain provisions thereof, on the other hand. Unless otherwise defined herein, the terms defined in the Shelf Agreement shall be used herein as therein defined.

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