exhibitcc_iii.htm


    EXHIBIT
10(cc)(iii)

    


    SECOND
AMENDMENT TO CREDIT AGREEMENT

    


    


    THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (the “Amendment”) is
entered into as of March 24, 2008 by and among THE BRINK’S COMPANY, a
Virginia corporation (“BC”), BRINK’S, INCORPORATED, a
Delaware corporation (“BI”), and ABN AMRO BANK N.V. (the “Bank”).

    


    W I T N E S S E T
H

    


    WHEREAS, BC, BI, and the Bank
entered into that certain Credit Agreement dated as of July 13, 2005 (as
amended, supplemented, restated or otherwise modified from time to time, the
“Credit
Agreement”), providing for a revolving credit facility in the aggregate
original principal amount of $55,000,000;

    


    WHEREAS, on December 22, 2006,
BC, BI and the Bank entered into that certain First Amendment to Credit
Agreement whereby among other things, the Commitment was reduced to $40,000,000;
and

    


    WHEREAS, the parties hereto
have agreed to further amend the Credit Agreement as set forth
herein.

    


    NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

    


    Section
1.                                Definitions.    Unless the
context otherwise requires, capitalized terms used but not otherwise defined
herein shall have the meanings assigned in the Credit Agreement.

    


    Section
2.                                Amendments.

    


    (a)           The
amendments set forth herein shall be effective from (and including) March 24,
2008 through (and including) April 15, 2008.  Thereafter, this
amendment shall terminate and shall cease to be in full force and effect, and
the terms of the Credit Agreement as existing immediately prior to the date of
this Amendment shall be automatically reinstated as the effective provisions of
the Credit Agreement.

    


    (b)           The
definition of “Commitment” in Section 1.01 of the Credit Agreement is hereby
amended to read as follows:

    


    “Commitment” means the
commitment of the Bank under this Agreement to make Advances under the Facility
in an aggregate principal amount not to exceed $50,000,000 at any time
outstanding, as such amount may be reduced from time to time pursuant to the
terms of this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (c)           The
first paragraph of Section 2.01 of the Credit Agreement is hereby amended to
read as follows:

    


    2.01           Amounts and Terms of
Commitment.   Bank agrees to make available to the
Borrowers from December 22, 2006 through (and including) April 15, 2008 or until
such earlier date on which the Bank terminates the Commitment pursuant to Section 8.02(a) or
the Parent terminates the Commitment pursuant to Section 2.05(a) (the
“Termination
Date”), committed funds in an aggregate amount of $50,000,000 at any time
outstanding (subject to reduction pursuant to Section 2.05(a) on
the terms and conditions set forth in this Agreement, as follows:

    


    (d)           Section
2.01(a) of the Credit Agreement is hereby amended to read as
follows:

    


    (a)           Facility
Advances.  The Facility may be drawn upon by the Borrowers for
Loans or Letters of Credit (collectively, the “Advances”) from the
Effective Date through (and including) April 15, 2008 in an aggregate principal
amount not to exceed $50,000,000 (subject to reduction pursuant to Section 2.05(a) at
any time outstanding.

    


    Section
3.                                Representations
and Warranties.    BC hereby represents and warrants to
the Bank that (i) no Default or Event of Default has occurred and is continuing
as of the date hereof, and (ii) the representations and warranties contained in
Article VI of the Credit Agreement are true and correct in all material respects
as of the date hereof, except for any representation or warranty made as of an
earlier date, which such representation and warranty shall remain true and
correct in all material respects as of such earlier date.  The parties
agree that any representation or warranty made by herein shall be deemed for
purposes of Section 10.01(b) of the Credit Agreement to be a representation made
by BC in the Credit Agreement on the date hereof.

    


    Section
4.                                Full
Force and Effect.    Except as expressly amended
hereby, the Credit Agreement shall remain unchanged and in full force and
effect.  Any and all other documents heretofore, now or hereafter
executed and delivered pursuant to the terms of the Credit Agreement are hereby
amended so that any reference to the Credit Agreement shall mean a reference to
the Credit Agreement as amended hereby.

    


    Section
5.                                Counterparts.   This
Amendment may be executed in any number of counterparts (including facsimile
counterparts), each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same
instrument.

    


    Section
6.                                Governing
Law.   This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.

    


    Section
7.                                Successors
and Assigns.   This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered as
of the day and year first written above.

    


    


    
      
        
          
            
              	 
      	
                      THE
      BRINK’S COMPANY

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      James B. Hartough

                    
	 
      	
                      Name:

                    	
                      James
      B. Hartough

                    
	 
      	
                      Title:

                    	
                      Vice
      President – Corporate Finance and Treasurer

                    
	 
      	 
      	 
      
	 
      	
                      BRINK’S,
      INCORPORATED

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      James B. Hartough

                    
	 
      	
                      Name:

                    	
                      James
      B. Hartough

                    
	 
      	
                      Title:

                    	
                      Treasurer

                    
	 
      	 
      	 
      
	 
      	
                      ABN
      AMRO BANK N.V.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/

                    
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	
                      Director

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/

                    
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	
                      Assistant
      Vice
President