Supercuts 2002 Annual Report Download - page 132

creation of any Lien in respect of any property of such Guarantor under any indenture, mortgage, deed of trust, loan, credit agreement,
corporate charter or by-laws, or any other agreement evidencing Debt,
(ii) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such
Guarantor under, any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its properties may
be bound or affected, except as could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to such Guarantor, except as could not reasonably be expected to have a Material Adverse Effect, or (iv) violate any provision of any
statute or other rule or regulation of any Governmental Authority applicable to such Guarantor, except as could not reasonably be expected to
have a Material Adverse Effect;
(e) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by such Guarantor of this Guaranty;
(f) except as disclosed in Section 5.8 of the Note Purchase Agreement, no litigation, investigation or proceeding of or before any arbitrator or
governmental authority is pending or, to the knowledge of such Guarantor, threatened by or against such Guarantor or any of its properties or
revenues (i) with respect to this Guaranty or any of the transactions contemplated hereby or (ii) which could reasonably be expected to have a
material adverse effect upon the business, operations or financial condition of such Guarantor and its Subsidiaries taken as a whole;
(g) such Guarantor (after giving due consideration to any rights of contribution) has received fair consideration and reasonably equivalent value
for the incurrence of its obligations hereunder or as contemplated hereby and after giving effect to the transactions contemplated herein, (i) the
fair value of the assets of such Guarantor (both at fair valuation and at present fair saleable value) exceeds its liabilities, (ii) such Guarantor is
able to and expects to be able to pay its debts as they mature, and (iii) such Guarantor has capital sufficient to carry on its business as conducted
and as proposed to be conducted.
SECTION 10. Notices. All notices under the terms and provisions hereof shall be in writing, and shall be delivered or sent by telex or telecopy,
mailed by first-
class mail, postage prepaid, or sent by a recognized overnight delivery service, charges prepaid, addressed (a) if to the Company
or any Holder at the address set forth in, the Note Purchase Agreement or (b) if to a Guarantor, in care of the Company at the Company's
address set forth in the Note Purchase Agreement, or in each case at such other address as the Company, any Holder or such Guarantor shall
from time to time designate in writing to the other parties. Any notice so addressed shall be deemed to be given when actually received.
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Exhibit 1(c)