0001045969-03-001052 Sample Contracts

AGREEMENT
Agreement • April 15th, 2003 • Ahl Services Inc • Services-detective, guard & armored car services • Georgia

This AGREEMENT (this “Agreement”), dated as of March 28, 2003, by and among CGW SOUTHEAST PARTNERS IV, L.P. (“CGW”), AHL SERVICES, INC. (“AHL”), ARGENBRIGHT, INC. (“Argenbright”), ARGENBRIGHT HOLDINGS LIMITED (“U.S. Holdings”), and AHL EUROPE LIMITED (“AHL Europe Limited”; together with AHL, Argenbright, and U.S. Holdings, collectively referred to as the “AHL Parties”), and SECURICOR plc, a company incorporated under the laws of England and Wales (“Securicor”).

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AGREEMENT REGARDING TERMINATION OF OBLIGATION TO GUARANTY INDEBTEDNESS
Agreement Regarding Termination • April 15th, 2003 • Ahl Services Inc • Services-detective, guard & armored car services • Georgia

This Agreement (this “Agreement”), dated as of this 28th day of March, 2003, between FRANK A. ARGENBRIGHT, JR., an individual resident of the State of Georgia (“Argenbright”), and AHL SERVICES, INC., a Georgia corporation (the “Company”).

CONDITIONAL AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2003 • Ahl Services Inc • Services-detective, guard & armored car services

THIS CONDITIONAL AMENDMENT to that certain Employment Agreement, dated as of October 1, 2001, by and between A. Clayton Perfall (“Employee”) and AHL Services, Inc., a Georgia corporation (“Employer”) (the “Employment Agreement”), is made and entered into this 28th day of March, 2003, by and between Employer and Employee.

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 15th, 2003 • Ahl Services Inc • Services-detective, guard & armored car services • Georgia

This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is dated as of February 24, 2003, by and among AHL SERVICES, INC. (“AHL”), ARGENBRIGHT, INC. (“Argenbright”), ARGENBRIGHT HOLDINGS LIMITED (“U.S. Holdings”), ADI ALPHA HOLDING GMBH (“ADI Alpha”), TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADT, (“Tuja”), AHL EUROPE LIMITED (“AHL Europe Limited”) and SERVICEADVANTAGE CORPORATION (“ServiceAdvantage”; together with AHL, Argenbright, U.S. Holdings, ADI Alpha, Tuja and AHL Europe Limited, collectively referred to as the “Borrowers”), the undersigned financial institutions listed on the signature pages hereto as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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