Assumption Agreement among Allied Security Holdings LLC, Allied Security Finance Corp., and Guarantors (August 2, 2004)

  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, Stearns & 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 3606 Horizon Drive the Guarantors: King of Prussia, Pennsylvania 19406 Attention: Chief Financial Officer Telecopier: (610) 239-1100  with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: Stacy J. Kanter, Esq. Telecopier: (212) 735-2000 to the Initial Purchaser: Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Attention: Corporate Finance Department Telecopier: (212) 272-3092 with a copy to: Latham & Watkins LLP 885 Third Avenue, Suite 1000 New York, New York 10022 Attention: Marc D. Jaffe, Esq. Telecopier: (212) 751-4864 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/ William A. Torzolini ------------------------------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer ALLIED SECURITY FINANCE CORP. By: /s/ William A. Torzolini ------------------------------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer SPECTAGUARD ACQUISITION LLC By: ALLIED SECURITY HOLDINGS LLC, as sole member By: /s/ William A. Torzolini ------------------------------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer PROFESSIONAL SECURITY BUREAU LLC EFFECTIVE MANAGEMENT SERVICES LLC ALLIED SECURITY LLC BARTON PROTECTIVE SERVICES LLC By: SPECTAGUARD ACQUISITION LLC, as sole member Assumption Agreement  By: /s/ William A. Torzolini ------------------------------------------------- Name: William A. Torzolini Title: Chief Financial Officer and Treasurer Assumption Agreement  ALLIED SECURITY LP By: SPECTAGUARD ACQUISITION LLC, as general partner By: /s/ William A. Torzolini --------------------------------------------- Name: William A. Torzolini Title: Chief Financial Officer and Treasurer Assumption Agreement