FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of August 2, 2004, among Allied Security Holdings LLC, a Delaware limited
liability company ("Holdings"), Allied Security Finance Corp., a Delaware
corporation ("Finance Corp." and together with Holdings, the "Co-Issuers"), and
The Bank of New York, a New York banking corporation, as trustee under the
Indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, Allied Security Escrow Corp. (the "Issuer"), has heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of July 14, 2004, providing for the issuance of 11.375% Senior Subordinated
Notes due 2011 (the "Notes");
WHEREAS, concurrently herewith, the Issuer is being merged with and
into Holdings, with Holdings as the surviving company (the "Escrow Merger");
WHEREAS, pursuant to the Escrow and Security Agreement (as defined in
the Indenture), the Co-Issuers are required to execute and deliver this
Supplemental Indenture concurrently with the Escrow Merger; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Co-Issuers and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO ASSUME. The Co-Issuers hereby jointly and severally
assume all of the obligations of the Issuer under the Indenture and the Notes,
pursuant to the Indenture, and, hereafter, shall be deemed the "Issuer" for all
purposes under the Indenture and the Notes.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder, member or partner of the
Co-Issuers shall have any liability for any obligations of the Issuer, the
Co-Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Issuers and the Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
Dated: August 2, 2004
ALLIED SECURITY HOLDINGS LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
ALLIED SECURITY FINANCE CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxx X. Xxxxxxxxx-Xxxxxx
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Name: Xxxxx X. Xxxxxxxxx-Xxxxxx
Title: Vice President
Supplemental Indenture
