Exhibit 10.1


 





January 23, 2006


 


Regis Corporation


7201
Metro Boulevard


Minneapolis,
MN 55439


Attention:                                         Regis
Corporation Board of Directors


 


Re:                                                                               Bridge Commitment Letter for Project Pie


 


You have advised Banc of America Securities LLC (“BAS”) that you have
entered into a merger agreement (the “Merger Agreement”) pursuant to which all
of the shares of common stock of Sally Holdings, Inc. (“Spin Co.”),
a wholly-owned subsidiary of Alberto-Culver Company (“Alberto-Culver”),
would be distributed pro rata to the common stockholders of Alberto-Culver and,
immediately after consummation of the distribution, a wholly owned subsidiary
of Regis Corporation (“you”or the “Company”) would merge with and into Spin
Co. (with Spin Co. continuing as the surviving company), followed by the merger
of Spin Co. with and into another wholly owned subsidiary of the Company (“Newco”),
with Newco continuing as the surviving company, in each case subject to the
terms and conditions of the Merger Agreement. 
As part of the merger transaction (“Merger Transaction”), it is our
understanding that you will issue approximately 55.6 million of your common
shares to shareholders of Spin Co. (who are also shareholders of
Alberto-Culver) and that Spin Co. will distribute approximately $400.0 million
of cash to Alberto-Culver (the “Merger Financing”). 
You have also advised BAS that at this time you require a commitment for
a senior loan of $400.0 million which would be available to Spin Co. under a
bridge credit facility (the “Bridge Facility”).  To the extent Spin Co. requires debt
financing under the Bridge Facility for the Merger Financing, you anticipate
that Spin Co. would refinance the Bridge Facility with the proceeds from an
alternative debt financing in an amount up to $400.0 million (the “Alternative Debt Financing”).  The Merger Financing, the entering into and
funding of the Bridge Facility, if required, the Alternative Debt Financing,
and all related transactions are hereinafter collectively referred to as the “Transaction.”


 


In connection with the foregoing, Banc of America Mezzanine Capital LLC
(“BAMC”
and together with BAS, “BofA”
or “us”)
is pleased to advise you of its commitment to provide 100% of the full
principal amount of the Bridge Facility, if required, all upon and subject to
the conditions set forth in this Letter Agreement and its willingness to act as
the sole administrative agent through itself or one of its affiliates (in such
capacity, the “Administrative
Agent”) for the Bridge Facility upon and subject to the terms
and conditions set forth in this Letter Agreement and in the summary of terms
attached as Appendix A hereto (the “Summary of Terms” and, together with this
letter agreement, the “Letter
Agreement”).


 


All capitalized terms used and not otherwise defined herein shall have
the same meanings as specified therefor in the Summary of Terms.


 


You hereby agree that, effective upon your acceptance of this Letter
Agreement and continuing through the earlier of (x) the date that the Bridge
Facility is repaid in full and terminated and (y) the Alternative Debt
Financing is closed and the proceeds thereof are used to repay any amounts
outstanding under the


 





















 


Bridge Facility, you shall not solicit any other bank, investment bank,
financial institution, person or entity to provide, structure, arrange or
syndicate any credit facility, bridge loan, debt securities or other debt
financing similar to or as a replacement of the Bridge Facility and the
Alternative Debt Financing for the purposes of funding the Merger Transaction,
unless the Merger Financing does not proceed or is abandoned, or this Letter
Agreement is terminated or it expires. 
Notwithstanding anything to the contrary contained herein, the
restrictions set forth in the preceding sentence shall terminate if the Company
is prepared to consummate the Merger Transaction and BofA notifies the Company
that, at such time, one or more conditions to BofA’s obligation to make the
Bridge Facility and the Alternative Debt Financing available to the Borrower
are not satisfied at such time, unless BofA agrees to waive such conditions.


 


BAS reserves the right to engage the services of its affiliates to
furnish the services, or to perform the obligations, contemplated hereby and to
allocate any fees payable to us as we and our affiliates may agree in our sole
discretion.  The undertaking of BofA to
provide the services described herein is subject to the satisfaction of each of
the following conditions precedent:  (a) the
accuracy and completeness in all material respects of all representations that
you and your affiliates make to BofA and your compliance in all material
respects with the terms of this Letter Agreement; (b) the negotiation,
execution and delivery of definitive documentation for the Bridge Facility
consistent with the Summary of Terms and otherwise reasonably satisfactory to
BAMC and (c) no change, occurrence or development shall have occurred or
become known to BofA which was not previously disclosed to BofA since September 30,
2005 that could reasonably be expected to have a Material Adverse Effect.  As used herein, “Material
Adverse Effect” means, with respect to the Company, Spin Co. and
their respective subsidiaries, any effect, change, circumstance or development
that, individually or in the aggregate with other such effects, changes,
circumstances or developments, is both material and adverse to the business,
financial condition, operations, results of operations, properties, assets or
liabilities of the Company, Spin Co. and their respective subsidiaries, taken
as a whole, other than any effect, change, circumstance or development (A) resulting
from the announcement of the transactions contemplated by the Merger Agreement
or any action taken in connection with the transactions contemplated hereby
pursuant to the terms of the Merger Agreement, (B) relating to any actual
or threatened termination, cancellation or limitation of, or any modification
or change in, the business relationship of the Company, Spin Co. or any of
their respective subsidiaries with any supplier or group of suppliers, (C) relating
in general to the industries in which the Company, Spin Co. and their
respective subsidiaries operate (but only if the Company and its subsidiaries,
taken as a whole, are not disproportionately affected in any material respect
as compared to other comparable companies in their industry), (D) relating
to changes after the date hereof in United States GAAP or the accounting rules and
regulations of the SEC or (E) relating to changes in applicable laws.


 


You hereby represent and warrant that all information, other than the
Projections (defined below), that has been or is hereafter made available to
BofA by you or any of your representatives (on your behalf) in connection with
any aspect of the Merger Financing (the “Information”) is and will be complete and
correct in all material respects, taken as a whole, and does not and will not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein not misleading in light
of the circumstances under which such statements were made, and (b) all financial projections
concerning the Company and Newco and their respective subsidiaries that have
been or are hereafter made available to BofA by you or any of your representatives
(on your behalf) (the “Projections”)
have been or will be prepared in good faith based upon assumptions that you
believe to be reasonable at the time made; it being recognized by BofA that the
Projections to future events are not to be viewed as facts and actual results
may vary significantly from projected results. 
You agree to furnish us with such Information and Projections as we may
reasonably request and to supplement the


 


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Information
and the Projections from time to time until the closing date for the Bridge
Facility or the Alternative Debt Financing (the “Closing
Date”) so that the representation and warranty in the preceding
sentence is correct on the Closing Date. 
In issuing this commitment, BofA is and
will be using and relying on the Information and the Projections without
independent verification thereof. 
The Information and Projections provided to BofA and the Information
Memorandum are hereinafter referred to as the “Transaction Materials.”


 


By executing this Letter Agreement, you agree to reimburse BofA on the
Closing Date for all reasonable out-of-pocket fees and expenses (including, but
not limited to, (a) the reasonable fees, disbursements and other charges
of BofA, one selected legal counsel to BAMC as the Administrative Agent on the
Bridge Facility, and (b) due diligence expenses) incurred in connection
with the Bridge Facility and Alternative Debt Financing, the preparation of the
definitive documentation therefore and the other transactions contemplated
hereby.


 


You agree to indemnify and hold harmless BofA and its affiliates and
their respective officers, directors and employees (each an “Indemnified Party”)
from and against (and will reimburse each Indemnified Party as the same are
incurred for) any and all claims, damages, losses, liabilities and expenses
(including, without limitation, the reasonable fees, disbursements and other
charges of counsel (except the allocated costs of in-house counsel)) that may
be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (a) any aspect of the
Transaction or (b) the Bridge Facility and the Alternative Debt Financing
(if arranged by BofA) or any use made or proposed to be made with the proceeds
thereof, except (A) to the extent such claim, damage, loss, liability or
expense (i) is found in a final, nonappealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct or directly from a breach of our obligations
hereunder or (ii) arises out of any claim that does not involve an act or
omission by you or your affiliates and that is brought by an Indemnified Person
against any other Indemnified Person and (B) for any settlement
consummated with any third party without your prior written consent, provided
that such consent shall not unreasonably be withheld if the settlement
constitutes a final and complete resolution to all such claims and includes a
release of the Company and its affiliates and their respective officers,
directors, employers and agents.  In the
case of an investigation, litigation or proceeding to which the indemnity in
this paragraph applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by you, your equity holders or
creditors or an Indemnified Party, whether or not an Indemnified Party is
otherwise a party thereto and whether or not any aspect of the Transaction is
consummated.  You also agree that no
Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to you or your subsidiaries or affiliates or to
your respective equity holders or creditors arising out of, related to or in
connection with any aspect of the Transaction, except to the extent of direct,
as opposed to special, indirect, consequential or punitive, damages determined
in a final non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party’s gross negligence or willful
misconduct.  Notwithstanding any other provision
of this Letter Agreement, no Indemnified Party shall be liable for any damages
arising from the use by others of information or other materials obtained
through electronic telecommunications or other information transmission systems
except as a result of the gross negligence or willful misconduct of any
Indemnified Person.


 


This Letter Agreement and the contents hereof and thereof are
confidential and, except for the disclosure hereof or thereof on a confidential
basis to your, Alberto-Culver’s and Spin Co.’s respective accountants,
attorneys, executive officers and other professional advisors retained by you,
Alberto-Culver and Spin Co.


 


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in connection with the Transaction or as otherwise required by law or
legal process or in connection with the enforcement of rights hereunder or
thereunder, may not be disclosed in whole or in part to any person or entity
without our prior written consent; provided,
however, it is understood and agreed that after your acceptance of
this Letter Agreement, you may disclose this Letter Agreement in filings with
the Securities and Exchange Commission and other applicable regulatory
authorities and stock exchanges. 
Further, BofA and its affiliates shall be permitted to use information
related to the arrangement of the Bridge Facility and the Alternative Debt
Financing in connection with marketing, press releases or other transactional
announcements or updates provided to investor or trade publications subject to
your prior written consent (such consent not to be unreasonably withheld).  BofA hereby notifies you that pursuant to the requirements of the USA
PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26,
2001) (the “Patriot Act”), it is required
to obtain, verify and record information that identifies you, which information
includes your name and address and other information that will allow BofA to
identify you in accordance with the Patriot Act.


 


You acknowledge that BofA or its affiliates may be providing financing
or other services to parties whose interests may conflict with yours.  BofA agrees that (i) it will not furnish
confidential information obtained from you to any of its other customers, (ii) it
will treat confidential information relating to you and your and its respective
affiliates with the same degree of care as they treat their own confidential
information and (iii) it shall use such information solely for providing
the services which are the subject of this Letter Agreement.  BofA further advises you that it will not
make available to you confidential information that they have obtained or may
obtain from any other customer.  You
agree that BofA is permitted, solely in connection with the services and
transactions contemplated hereby, to access, use and share with any of its bank
or non-bank affiliates, agents, advisors (legal or otherwise) or
representatives any information concerning you, or any of your or its
respective affiliates that is or may come into the possession of BofA or any of
such affiliates provided that such bank or non-bank affiliates, agents,
advisors (legal or otherwise) or representatives are subject to the
confidentiality provisions set forth above.


 


In connection with all aspects
of each transaction contemplated by this Letter Agreement, you acknowledge and
agree that (i) the Bridge Facility, the Alternative Debt Financing (if arranged
by BofA) and any related arranging or other services described in this Letter
Agreement is an arm’s-length commercial transaction between you and your
affiliates, on the one hand, and BofA, on the other hand, and you are capable
of evaluating and understanding and understand and accept the terms, risks and
conditions of the transactions contemplated by this Letter Agreement; (ii) in
connection with the process leading to such transaction, BofA is and has been
acting solely as a principal and is not the financial advisor, agent or
fiduciary, for you or any of your affiliates, stockholders, creditors or
employees or any other party; (iii) BofA has not assumed and will not assume an
advisory, agency or fiduciary responsibility in your or your affiliates’ favor
with respect to any of the transactions contemplated hereby or the process
leading thereto (irrespective of whether BofA has advised or is currently
advising you or your affiliates on other matters) and BofA has no any
obligation to you or your affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth in this Letter
Agreement; (iv) BofA and its affiliates may be engaged in a broad range of
transactions that involve interests that differ from yours and your affiliates
and BofA and its affiliates have no obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (v)
BofA has not provided any legal, accounting, regulatory or tax advice with
respect to any of the transactions contemplated hereby and you have consulted
your own legal, accounting, regulatory and tax advisors to the extent you have
deemed appropriate.


 


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The provisions of the immediately preceding five paragraphs shall
remain in full force and effect regardless of whether any definitive
documentation for the Bridge Facility or the Alternative Debt Financing shall
be executed and delivered, and notwithstanding the termination of this Letter
Agreement or any commitment or undertaking of BofA hereunder provided that such
obligations shall be superseded by the definitive documentation for the Bridge
Facility or Alternative Debt Financing, as applicable.


 


This Letter Agreement may be executed in multiple counterparts and by
different parties hereto in separate counterparts, all of which, taken
together, shall constitute an original. 
Delivery of an executed counterpart of a signature page to this
Letter Agreement by telecopier or facsimile shall be effective as delivery of a
manually executed counterpart thereof.


 


This Letter Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York. 
Each of you and BofA hereby irrevocably waives any and all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Letter Agreement,
the Transaction and the other transactions contemplated hereby or the actions
of BofA and its affiliates in the negotiation, performance or enforcement
hereof.


 


This Letter Agreement, together with the Summary of Terms, embodies the
entire agreement and understanding among BofA and you with respect to the
Transaction and supersedes all prior agreements and understandings relating to
the subject matter hereof.  However,
please note that the terms and conditions of the undertaking of BofA hereunder
are not limited to those set forth herein. 
Those matters that are not covered or made clear herein or the Summary
of Terms are subject to mutual agreement of the parties.  No party has been authorized by BofA to make
any oral or written statements that are inconsistent with this Letter
Agreement.


 


This Letter Agreement is not assignable by you without our prior
written consent and is intended to be solely for the benefit of you, your
successors, Spin Co., the parties hereto and the Indemnified Parties.


 


This Letter Agreement and all commitments and undertakings of BofA
hereunder will expire at 4:00 p.m. (New York City time) on January 24,
2006, unless you execute this Letter Agreement and return it to us prior to
that time.  Thereafter, this Letter
Agreement will terminate on the earliest of (a) the Termination Date (as
defined in the Merger Agreement), (b) the termination of the Merger
Agreement and (c) the closing of the Merger Financing without the use of
the proceeds of the Bridge Facility.


 


[signature blocks on following page]


 


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We are pleased to have the opportunity to work with you in connection
with this important financing.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BANC OF AMERICA MEZZANINE CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
      By:

  	
  /s/ Stephen
  T. Monahan

  
	
   

  	
   

  	
  Name:
  Stephen T. Monahan

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANC OF AMERICA SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott
  Dolgoff

  
	
   

  	
   

  	
  Name: Scott
  Dolgoff

  
	
   

  	
   

  	
  Title:   Principal

  



 


THE PROVISIONS
OF THIS COMMITMENT 

LETTER ARE ACCEPTED AND AGREED TO 

AS OF THE DATE FIRST ABOVE WRITTEN:


 


	
  Regis Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kyle
  Didier

  	
   

  
	
   

  	
  Name:   Kyle Didier

  
	
   

  	
  Title:     Vice President –
  Finance

  
				



 


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  Project Pie

  	
   

  	
  Confidential

  



 


ANNEX


 


Conditions Precedent


 


Capitalized terms not otherwise
defined herein have the same meanings


as specified therefor in the
Letter Agreement to which this is attached


 


	
  CONDITIONS PRECEDENT

  	
   

  	
   

  
	
  TO CLOSING:

  	
  The obligations of BAMC under the Letter Agreement to provide the
  Bridge Facility, if required, will be subject to the satisfaction of the
  following:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  The Bridge Facility will be funded, if at
  all, contemporaneously with the closing of the Merger Financing. The final
  terms and conditions of each aspect of the Merger Transaction, including,
  without limitation, all tax aspects thereof, shall be as set forth in the
  Merger Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  BAS shall have received reasonably
  satisfactory opinions of counsel to the Company (which shall cover, among
  other things, authority, legality, validity, binding effect and
  enforceability of the documents for the Bridge Facility) and of appropriate
  local counsel and such corporate resolutions, certificates and other
  documents as BAS shall reasonably require.

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Subject to the limitations in the Commitment Letter, all accrued fees
  and out-of-pocket expenses of BofA (including the fees and expenses of
  counsel for BofA) to the extent invoiced to the Company shall have been paid.

  
				



 


Banc of America Securities LLC


 


1