Supercuts 2002 Annual Report Download - page 128

Company under the Note Documents, and all other monetary obligations of the Company thereunder, being sometimes collectively hereinafter
referred to as the "Obligations"). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or
contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason
whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and
payable, each Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to
the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase
Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent
provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay
to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without
limitation, the reasonable fees and expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this
Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section
548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under
this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor's obligations hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.
SECTION 3. Guarantor's Obligations Unconditional. The obligations of each Guarantor under this Guaranty shall be primary, absolute and
unconditional obligations of each Guarantor, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim each Guarantor or any other person may have against the Company or any
other person, and to the full extent permitted by applicable law shall remain in full force and effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or condition whatsoever (whether or not each Guarantor or the Company shall have
any knowledge or notice thereof), including:
(a) any termination, amendment or modification of or deletion from or addition or supplement to or other change in any of the Note Documents
or any other instrument or agreement applicable to any of the parties to any of the Note Documents;
(b) any furnishing or acceptance of any security, or any release of any security, for the Obligations, or the failure of any security or the failure
of any person to perfect any interest in any collateral;
(c) any failure, omission or delay on the part of the Company to conform or comply with any term of any of the Note Documents or any other
instrument or agreement referred to in paragraph (a) above, including, without limitation, failure to give notice to any Guarantor of the
occurrence of a "Default" or an "Event of Default" under any Note Document;
2
Exhibit 1(c)