Exhibit 99.14
ATLAS COPCO AB GUARANTY
The undersigned, ATLAS COPCO AB, a corporation formed and organized
under the laws of the Kingdom of Sweden, hereby undertakes and agrees to cause
Atlas Copco North America Inc. ("Parent") and PS Acquisition Corp. ("Newco") to
perform each of their respective obligations and agreements under the Agreement
and Plan of Merger (the "Merger Agreement"), dated as of June 8, 1997, by and
among Parent, Newco and Prime Service, Inc. (the "Company") and the undersigned
expressly agrees to be liable in the event Parent or Newco fails to perform any
of their respective obligations or agreements under the Merger Agreement;
provided, however, that this undertaking and agreement shall terminate
immediately following the Effective Time of the Merger (as each is defined in
the Merger Agreement). The undersigned hereby represents and warrants to the
Company that (i) it has full corporate power and authority to execute and
deliver this undertaking and perform its obligations hereunder, (ii) it has
taken all actions necessary to authorize the execution, delivery and performance
of this undertaking by it, (iii) such execution, delivery and performance do not
conflict with, violate or otherwise result in a default under its Certificate of
Incorporation, By-laws or other organizational documents, and (iv) this
undertaking is the legal, valid and binding obligation of the undersigned,
enforceable in accordance with its terms, except that (i) such enforcement may
be subject to applicable bankruptcy, insolvency or similar laws, now or
hereafter in effect, affecting creditors' rights generally, and (ii) the remedy
of specific performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.
ATLAS COPCO AB
(public)
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Attorney-in-Fact
