Supercuts 2012 Annual Report Download - page 155
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Exhibit 10(m)
Execution Copy
April 23, 2012
Regis Corporation
7201 Metro Boulevard
Minneapolis, Minnesota 55439
Re: Amendment No. 8 to Amended and Restated Private Shelf Agreement
Ladies and Gentlemen:
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, the letter amendment dated July 31, 2007, Amendment No. 6
thereto dated as of July 3, 2009 and Amendment No. 7 thereto dated as of January 12, 2011 (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.
Pursuant to the request of the Company and in accordance with the provisions of paragraph 11C of the Shelf Agreement, the parties
hereto agree as follows:
SECTION 1. Amendment . From and after the Effective Date, the Shelf Agreement and the Notes are amended as follows:
1.1. Paragraph 6B of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:
“6B. Minimum Net Worth. The Company shall not, as of the last day of any fiscal quarter, permit its Net Worth to be
less than the sum of (i) $850,000,000 plus (ii) on a cumulative basis, 25% of the positive net income earned during each fiscal quarter
commencing on or after April 1, 2011 plus (iii) on a cumulative basis, 50% of the net cash proceeds received from the issuance of
equity securities of the Company after June 30, 2011. As used herein, the term “Net Worth” means the shareholder’s equity of the
Company as determined in accordance with generally accepted accounting principals consistently applied.”