ALLIED SECURITY HOLDINGS LLC
ALLIED SECURITY FINANCE CORP.
ASSUMPTION AGREEMENT
This Assumption Agreement (this "Agreement") is entered into as of August
2, 2004, by Allied Security Holdings LLC ("Holdings"), Allied Security Finance
Corp. ("Finance Corp."), and each of the Guarantors party hereto (the
"Guarantors") in connection with the offering by the Company (defined herein) of
$180,000,000 in aggregate principal amount of Senior Subordinated Notes due 2011
(the "Notes"). Capitalized terms used, but not defined herein, have the meanings
assigned thereto in the Escrow and Security Agreement, dated as of July 14, 2004
(the "Escrow Agreement"), among Allied Security Escrow Corp. ("the "Company"),
Mafco Holdings Inc., a Delaware corporation, The Bank of New York, as escrow
agent (the "Escrow Agent"), and The Bank of New York, as trustee under the
indenture governing the Notes (the "Trustee").
On the date hereof, the merger of the Company with and into Holdings
pursuant to the Agreement and Plan of Merger, dated as of May 12, 2004 (the
"Escrow Merger"), was consummated. Section 1.3(b) of the Escrow Agreement
provides that each of the parties listed on the signature pages hereto shall
deliver this Agreement concurrently with the release of the Escrow Property,
whereby each such party will agree to assume the continuing obligations of the
Company under the Registration Rights Agreement (defined herein) and the
Purchase Agreement (defined herein) as set forth herein.
AGREEMENT
In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree to as follows:
1. REGISTRATION RIGHTS AGREEMENT: Each of Holdings, Finance Corp. and the
Guarantors hereby agrees that it has reviewed the Registration Rights Agreement,
dated as of July 14, 2004, between Bear, Xxxxxxx & Co. Inc. (the "Initial
Purchaser"), and the Company (the "Registration Rights Agreement"), and each of
Holdings, Finance Corp. and the Guarantors further agrees, jointly and
severally, to assume each of the continuing obligations of the Company set forth
in the Registration Rights Agreement, as if it were an original signatory to the
Registration Rights Agreement on the date thereof.
2. PURCHASE AGREEMENT: Each of Holdings, Finance Corp. and the Guarantors
hereby agrees that it has reviewed the Purchase Agreement, dated as of July 1,
2004, between the Company and the Initial Purchaser (the "Purchase Agreement"),
and each of Holdings, Finance Corp. and the Guarantors further agrees, jointly
and severally, to assume each of the continuing obligations of the Company set
forth in the Purchase Agreement, as if it were an original signatory to the
Purchase Agreement on the date thereof.
3. NOTICES: Notices, instructions and other communications will be sent as
follows:
to Holdings, SpectaGuard Acquisition LLC
Finance Corp. or 0000 Xxxxxxx Xxxxx
the Guarantors: King of Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Chief Financial Officer
Telecopier: (000) 000-0000
with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopier: (000) 000-0000
to the Initial Purchaser: Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Finance Department
Telecopier: (000) 000-0000
with a copy to: Xxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Telecopier: (000) 000-0000
All notices and other communications under this Agreement shall be in
writing in English and shall be deemed given when delivered personally, on the
next Business Day after delivery to a recognized overnight courier or mailed
first class (postage prepaid) or when sent by facsimile to the parties at the
addresses listed herein (or to such other address as a party may have specified
by notice given to the other parties pursuant to this provision).
4. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment.
5. COUNTERPARTS: This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
6. CAPTIONS: The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
7. CONSTRUCTION: THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS
AGREEMENT.
The parties hereto have executed this Agreement as of the date first set
forth above.
Very truly yours,
ALLIED SECURITY HOLDINGS LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, Chief Financial
Officer and Treasurer
ALLIED SECURITY FINANCE CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, Chief Financial
Officer and Treasurer
SPECTAGUARD ACQUISITION LLC
By: ALLIED SECURITY HOLDINGS LLC,
as sole member
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, Chief Financial
Officer and Treasurer
PROFESSIONAL SECURITY BUREAU LLC
EFFECTIVE MANAGEMENT SERVICES LLC
ALLIED SECURITY LLC
XXXXXX PROTECTIVE SERVICES LLC
By: SPECTAGUARD ACQUISITION LLC,
as sole member
Assumption Agreement
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer and Treasurer
Assumption Agreement
ALLIED SECURITY LP
By: SPECTAGUARD ACQUISITION LLC,
as general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer and
Treasurer
Assumption Agreement
