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EXHIBIT 10.1.29
EXECUTION VERSION
SUPPLEMENT, dated as of December 8, 1997 to the Trademark
Security Agreement, dated as of May 15, 1996 (as amended, supplemented, waived
or otherwise modified from time to time, the "Trademark Security Agreement"),
made by A.P.S. Management Services, Inc. (the "Grantor") in favor of The Chase
Manhattan Bank (formerly known as Chemical Bank), as agent (in such capacity,
the "Agent") for the several banks and other financial institutions (the
"Lenders") from time to time parties to the Amended and Restated Credit
Agreement, dated as of January 25, 1996 (as the same may be amended,
supplemented, waived or otherwise modified from time to time), among A.P.S.,
Inc. (the "Borrower"), the Agent and the Lenders.
W I T N E S S E T H :
WHEREAS, the Borrower, the Agent and the Lenders are parties to
the Credit Agreement;
WHEREAS, the Grantor is party to the Amended and Restated
Subsidiaries' Guarantee, dated as of January 25, 1996 (as amended,
supplemented, waived or otherwise modified from time to time, the
("Subsidiaries Guarantee"), pursuant to which, among other things, the Grantor
unconditionally and irrevocably guaranteed to the Agent, for the ratable
benefit of the Lenders, the prompt and complete payment and performance of the
Obligations (as defined in the Subsidiaries Guarantee);
WHEREAS, the Grantor is a party to the Amended and Restated
Security Agreement, dated as of January 25, 1996 (as amended, supplemented,
waived or otherwise modified from time to time, the "Subsidiaries Security
Agreement"), made by the grantors named therein in favor of the Agent, for the
benefit of the Lenders, pursuant to which the Grantor granted a security
interest in, among other things, its General Intangibles (as defined in the
Subsidiaries Security Agreement), including, without limitation, trademarks,
trade names and other intangible property;
WHEREAS, the Grantor executed and delivered the Trademark
Security Agreement to further evidence its grant to the Agent, for the ratable
benefit of the Lenders, a security interest in the "Collateral" described
therein;
WHEREAS, following the execution and delivery of the Trademark
Security Agreement the Grantor became the owner of the trademark listed on
Annex A hereto (the "Additional Trademark");
WHEREAS, the Grantor is entering into this Supplement to further
evidence its grant of a security interest in all of its right, title and
interest in and to the Additional Trademark, and all Proceeds thereof, as
collateral security for the prompt and complete payment and performance of the
Secured Obligations (as defined in the Subsidiaries Security Agreement);
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NOW, THEREFORE, in consideration of the premises, the Grantor
hereby agrees with the Agent, for the ratable benefit of the Lenders, as
follows:
1. Defined Terms. Unless otherwise defined herein, terms which
are defined in the Trademark Security Agreement and used herein are so used as
so defined.
2. Grant of Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations, the Grantor
hereby grants to the Agent for the ratable benefit of the Lenders a security
interest in the Additional Trademark and the Proceeds thereof.
3. Representations and Warranties. The Grantor hereby
represents that each of the representations and warranties contained in Section
3 of the Trademark Security Agreement is true and correct in all material
respects on and as of the date hereof (after giving effect to this Supplement)
as if made on and as of such date and with references to the "Agreement" to
mean the Trademark Security Agreement as supplemented by this Supplement.
4. Supplement to the Trademark Security Agreement. This
Supplement is supplemental to the Trademark Security Agreement, forms a part
thereof and is subject to the terms thereof and the Trademark Security
Agreement is hereby supplemented as provided herein. Schedule 1 to the
Trademark Security Agreement shall hereby be deemed to include the item listed
on Annex A to this Supplement. Without limiting the foregoing, all references
in the Trademark Security Agreement to "Trademarks" shall be deemed to, and
shall, include the Additional Trademark.
5. Effectiveness. This Supplement shall become effective as of
the date hereof upon receipt by the Agent of counterparts of this Supplement
duly executed and delivered by the Grantor.
6. Continuing Effect. Except as expressly supplemented hereby,
all terms and provisions of the Trademark Security Agreement are and shall
remain in full force and effect.
7. Counterparts. This Supplement may be executed by one or more
of the parties to this Supplement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.
8. GOVERNING LAW. THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
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THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF.
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IN WITNESS WHEREOF, the undersigned has caused this Supplement to
be executed and delivered by a duly authorized officer on the date first above
written.
A.P.S. MANAGEMENT SERVICES, INC.
By:_______________________________
Title:
Accepted and agreed as of the
date first above written:
THE CHASE MANHATTAN BANK, as Agent
By:________________________
Title:
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ANNEX A
▇▇▇▇ APPLICATION NO. FILING DATE
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TechKnowledge 75-217,044 December 23, 1996