Supercuts 2002 Annual Report Download - page 138

connection with the execution, delivery and performance by the Company of the Note Purchase Agreement or the offering, issuance and sale
by the Company of the Notes, and no authorization, approval or consent of, and no designation, filing, declaration, registration and/or
qualification with, any Governmental Authority is necessary or required in connection with the execution, delivery and performance by any
Subsidiary Guarantor of the Subsidiary Guaranty.
7. The issuance and sale of the Notes by the Company, and the execution, delivery and performance by the Company of the terms and
conditions of the Notes and the Note Purchase Agreement do not conflict with, or result in any breach or violation of any of the provisions of,
or constitute a default under, or result in the creation or imposition of any Lien on, the property of the Company or any Subsidiary pursuant to
the provisions of (i) the certificate or articles of incorporation or bylaws of the Company or any Subsidiary, (ii) any loan agreement known to
such counsel to which the Company or any Subsidiary is a party or by which any of them or their property is bound, (iii) any other agreement
or instrument known to such counsel to which the Company or any Subsidiary is a party or by which any of them or their property is bound,
(iv) any law (including usury laws) or regulation applicable to the Company, or (v) to the knowledge of such counsel, any order, writ,
injunction or decree of any court or Governmental Authority applicable to the Company.
8. The execution, delivery and performance of the Subsidiary Guaranty will not conflict with, or result in any breach or violation of any of the
provisions of, or constitute a default under, or result in the creation or imposition of any Lien on, the property of any Subsidiary Guarantor
pursuant to the provisions of (i) its certificate or articles of incorporation or by-laws,
(ii) any loan agreement known to such counsel to which any Subsidiary Guarantor is a party or by which it or its property is bound, (iii) any
other agreement or instrument known to such counsel to which any Subsidiary Guarantor is a party or by which it or its property is bound, (iv)
any law or regulation applicable to any Subsidiary Guarantor, or (v) to the knowledge of such counsel, any order, writ, injunction or decree of
any court or Governmental Authority applicable to any Subsidiary Guarantor.
9. Except as disclosed in Section 5.8 to the Note Purchase Agreement, to such counsel's knowledge there are no actions, suits or proceedings
pending, or threatened against, or affecting the Company or any Subsidiary, at law or in equity or before or by any Governmental Authority,
that are likely to result, individually or in the aggregate, in a Material Adverse Effect.
10. Neither the Company nor any Subsidiary is (i) a "public utility company" or a "holding company," or a "subsidiary company" of a "holding
company," as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, (ii) a "public utility" as defined in the
Federal Power Act, as amended, or (iii) an "investment company" or a company "controlled" by an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended.
11. The issuance of the Notes and the intended use of the proceeds of the sale of the Notes do not violate or conflict with Regulation U, T or X
of the Board of Governors of the Federal Reserve System.
2
Exhibit 4.4(a)