EXECUTION VERSION CREDIT AGREEMENTCredit Agreement • September 20th, 2004 • Barton Protective Services LLC • New York
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BY AND AMONGMerger Agreement • September 20th, 2004 • Barton Protective Services LLC • Georgia
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W I T N E S S E T HSupplemental Indenture • September 20th, 2004 • Barton Protective Services LLC • New York
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OFOperating Agreement • September 20th, 2004 • Barton Protective Services LLC • Delaware
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AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 20th, 2004 • Barton Protective Services LLC • Georgia
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OFLimited Liability Company Agreement • September 20th, 2004 • Barton Protective Services LLC • Delaware
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BETWEENRegistration Rights Agreement • September 20th, 2004 • Barton Protective Services LLC • New York
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AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • September 20th, 2004 • Barton Protective Services LLC
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("AGREEMENT") made as of 19th day of February, 2003 and amended as of this 2nd day of August, 2004 by and among SpectaGuard Holding Corporation, f/k/a Gryphon SpectaGuard II, Inc....Employment Agreement • September 20th, 2004 • Barton Protective Services LLC
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("AGREEMENT") made as of 19th day of February, 2003 and amended as of this 2nd day of August, 2004 by and among SpectaGuard Holding Corporation, f/k/a Gryphon SpectaGuard II, Inc....Employment Agreement • September 20th, 2004 • Barton Protective Services LLC
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ASSUMPTION AGREEMENTAssumption Agreement • September 20th, 2004 • Barton Protective Services LLC • New York
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ESCROW AGREEMENT This Escrow Agreement, dated as of August 2, 2004 (the "Closing Date"), by and among SPECTAGUARD ACQUISITION LLC, a Delaware limited liability company ("Parent"), those parties executing this Agreement as SHAREHOLDERS (collectively,...Escrow Agreement • September 20th, 2004 • Barton Protective Services LLC • Georgia
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EMPLOYMENT AGREEMENT -------------------- This AGREEMENT (the "Agreement") is made as of this ____________, by and between SpectaGuard Holding Corporation, a Delaware corporation (the "Company"), and ____________ (the "Executive"). WHEREAS, beginning...Employment Agreement • September 20th, 2004 • Barton Protective Services LLC • Delaware
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EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • September 20th, 2004 • Barton Protective Services LLC • New York
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SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement"), dated as of August 2, 2004, by and between SpectaGuard Holding Corporation, a Delaware corporation formerly known as Gryphon...Management Agreement • September 20th, 2004 • Barton Protective Services LLC • Delaware
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ALLIED SECURITY HOLDINGS LLC AMENDED AND RESTATED RESTRICTED CLASS C UNIT AWARD AGREEMENT Name of Member: William C. Whitmore Restricted Units: 20,000.00 Time Based C UnitsRestricted Class C Unit Award Agreement • September 20th, 2004 • Barton Protective Services LLC
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