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EXHIBIT 10.1.4
SUPPLEMENT, dated as of May 15, 1996, to the Amended and
Restated Subsidiaries' Guarantee, dated as of January 25, 1996 (as amended, the
"Subsidiaries' Guarantee"), made by each of the subsidiaries of A.P.S., Inc.
(the "Borrower") from time to time parties thereto (collectively, the
"Guarantors").
W I T N E S S E T H :
WHEREAS, the Subsidiaries' Guarantee provides that any
Restricted Subsidiary of the Borrower, although not a Guarantor thereunder at
the time of the initial execution thereof, may become a Guarantor under the
Subsidiaries' Guarantee upon the delivery to the Agent of a supplement in
substantially the form of this Supplement; and
WHEREAS, the undersigned was not a Guarantor under the
Subsidiaries' Guarantee at the time of the initial execution thereof but now
desires to become a Guarantor thereunder;
NOW, THEREFORE, the undersigned hereby agrees as follows:
The undersigned agrees to be bound by all of the provisions of
the Subsidiaries' Guarantee applicable to a Guarantor thereunder and
agrees that it shall, on the date this Supplement is accepted by the
Agent, become a Guarantor, for all purposes of the Subsidiaries'
Guarantee to the same extent as if originally a party thereto. Without
limiting the foregoing, subject to the provisions of Section 2(b) of
the Subsidiaries' Guarantee, the undersigned, jointly and severally
with the other Guarantors, unconditionally and irrevocably, guarantees
to the Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due and
payable (whether at the stated maturity, by acceleration or otherwise)
of the Obligations.
Terms defined in the Subsidiaries' Guarantee shall have their
defined meanings when used herein.
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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.
INSTALLERS' SERVICE WAREHOUSE, INC.
By: /s/ E. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN:
CHEMICAL BANK, as Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice-President