Supercuts 2002 Annual Report Download - page 127

EXHIBIT 1(c)
[FORM OF SUBSIDIARY GUARANTY]
THIS GUARANTY (this "Guaranty") dated as of March 1, 2002 is made by the undersigned (each, a "Guarantor"), in favor of the holders from
time to time of the Notes hereinafter referred to, including each purchaser named in the Note Purchase Agreement hereinafter referred to, and
their respective successors and assigns (collectively, the "Holders" and each individually, a "Holder").
W I T N E S S E T H:
WHEREAS, REGIS CORPORATION, a Minnesota corporation (the "Company"), and the initial Holders have entered into a Note Purchase
Agreement dated as of March 1, 2002 (the Note Purchase Agreement as amended, supplemented, restated or otherwise modified from time to
time in accordance with its terms and in effect, the "Note Purchase Agreement");
WHEREAS, the Note Purchase Agreement provides for the issuance by the Company of $125,000,000 aggregate principal amount of Notes (as
defined in the Note Purchase Agreement);
WHEREAS, the Company owns all of the issued and outstanding capital stock of each Guarantor and, by virtue of such ownership and
otherwise, each Guarantor will derive substantial benefits from the purchase by the Holders of the Company's Notes;
WHEREAS, it is a condition precedent to the obligation of the Holders to purchase the Notes that each Guarantor shall have executed and
delivered this Guaranty to the Holders; and
WHEREAS, each Guarantor desires to execute and deliver this Guaranty to satisfy the conditions described in the preceding paragraph;
NOW, THEREFORE, in consideration of the premises and other benefits to each Guarantor, and of the purchase of the Company's Notes by
the Holders, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, each Guarantor makes this
Guaranty as follows:
SECTION 1. Definitions. Any capitalized terms not otherwise herein defined shall have the meanings attributed to them in the Note Purchase
Agreement.
SECTION 2. Guaranty. Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to the
Holders the due, prompt and complete payment by the Company of the principal of, Make-Whole Amount, if any, and interest on, and each
other amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated
maturity or by required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase
Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the "Note Documents" and the
amounts payable by the
Exhibit 1(c)