ex10-2.htm


     

    Exhibit
10.2

    
      


      


      


      


      
        

        

      

      


       

      
 

      


      TAX
MATTERS AGREEMENT

       

      
 

      By and
Between

       

      
 

      THE
BRINK’S COMPANY

       

      
 

      and

       

      
 

      BRINK’S
HOME SECURITY HOLDINGS, INC.

       

       

       

      
 

      


      Dated as
of [ ], 2008

       

      
 

      


      
        

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      TABLE OF CONTENTS

       

      Page

       

      
        	
                ARTICLE I

                 

                Definition of Terms

              
	 
	
                ARTICLE II

                 

                Allocation of Tax Liabilities

              
	 
	
                SECTION 2.01.

              	
                General Rule

              	
                9

              
	
                SECTION 2.02.

              	
                Allocations of Taxes

              	
                9

              
	
                SECTION 2.03.

              	
                Certain Transaction and Other
    Taxes

              	
                9

              
	 
	
                ARTICLE III

                 

                Proration of Tax Items

              
	 
	
                ARTICLE IV

                 

                Preparation and Filing of Tax
    Returns

              
	
                SECTION 4.01.

              	
                General

              	
                10

              
	
                SECTION 4.02.

              	
                Brink’s Responsibility

              	
                10

              
	
                SECTION 4.03.

              	
                BHS’s Responsibility

              	
                11

              
	
                SECTION 4.04.

              	
                Tax Accounting Practices

              	
                11

              
	
                SECTION 4.05.

              	
                Consolidated or Combined Tax
    Returns

              	
                11

              
	
                SECTION 4.06.

              	
                Right To Review Tax Returns

              	
                12

              
	
                SECTION 4.07.

              	
                BHS Carrybacks and Claims for
    Refund

              	
                12

              
	
                SECTION 4.08.

              	
                Apportionment of Earnings and Profits and Tax
      Attributes

              	
                12

              
	 
	
                ARTICLE V

                 

                Tax Payments

              
	 
	
                SECTION 5.01.

              	
                Payment of Taxes With Respect to Tax Returns
      Reflecting Taxes of the Other Company

              	
                13

              
	
                SECTION 5.02.

              	
                Indemnification Payments

              	
                14

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                ARTICLE VI

                 

                Tax Benefits

              
	 
	
                SECTION 6.01.

              	
                Tax Refunds in General

              	
                14

              
	
                SECTION 6.02.

              	
                Timing Differences and Reverse Timing
      Differences

              	
                14

              
	
                SECTION 6.03.

              	
                BHS Carrybacks

              	
                15

              
	 
	
                ARTICLE VII

                 

                Tax-Free Status

              
	 
	
                SECTION 7.01.

              	
                Tax Opinions/Rulings and Representation
      Letters

              	
                16

              
	
                SECTION 7.02.

              	
                Restrictions on BHS

              	
                16

              
	SECTION 7.03 	Liability for Tax-Related
    Losses 	 19
	 
	
                ARTICLE VIII

                 

                Assistance and Cooperation

              
	 
	
                SECTION 8.01.

              	
                Assistance and Cooperation

              	
                20

              
	
                SECTION 8.02.

              	
                Income Tax Return Information

              	
                21

              
	
                SECTION 8.03.

              	
                Reliance

              	
                21

              
	 
	
                ARTICLE IX

                 

                Tax Records

              
	 
	
                SECTION 9.01.

              	
                Retention of Tax Records

              	
                22

              
	
                SECTION 9.02.

              	
                Access to Tax Records

              	
                22

              
	 
	
                ARTICLE X

                 

                Tax Contests

              
	 
	
                SECTION 10.01.

              	
                Notice

              	
                22

              
	
                SECTION 10.02.

              	
                Control of Tax Contests

              	
                22

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ARTICLE XI

                 

                Effective Date; Termination of Prior Intercompany Tax
      Allocation Agreements

              
	 
	
                ARTICLE XII

                 

                Survival of Obligations

              
	 
	
                ARTICLE XIII

                 

                Treatment of Payments; Tax Gross
    Up

              
	 
	
                SECTION 13.01.

              	
                Treatment of Tax Indemnity and Tax Benefit
      Payments

              	
                23

              
	
                SECTION 13.02.

              	
                Tax Gross Up

              	
                24

              
	
                SECTION 13.03.

              	
                Interest Under This Agreement

              	
                24

              
	 
	
                ARTICLE XIV

                 

                Disagreements

              
	 
	
                ARTICLE XV

                 

                Late Payments

              
	 
	
                ARTICLE XVI

                 

                Expenses

              
	 
	
                ARTICLE XVII

                 

                General Provisions

              
	 
	
                SECTION 17.01.

              	
                Addresses and Notices

              	
                26

              
	
                SECTION 17.02.

              	
                Binding Effect

              	
                26

              
	
                SECTION 17.03.

              	
                Waiver

              	
                26

              
	
                SECTION 17.04.

              	
                Severability

              	
                26

              
	
                SECTION 17.05.

              	
                Authority

              	
                27

              
	
                SECTION 17.06.

              	
                Further Action

              	
                27

              
	
                SECTION 17.07.

              	
                Integration

              	
                27

              
	
                SECTION 17.08.

              	
                Construction

              	
                27

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      
        	
                SECTION 17.09.

              	
                No Double Recovery

              	
                27

              
	
                SECTION 17.10.

              	
                Counterparts

              	
                27

              
	
                SECTION 17.11.

              	
                Governing Law

              	
                28

              
	
                SECTION 17.12.

              	
                Jurisdiction

              	
                28

              
	
                SECTION 17.13.

              	
                Amendment

              	
                28

              
	
                SECTION 17.14.

              	
                BHS Subsidiaries

              	
                28

              
	
                SECTION 17.15.

              	
                Successors

              	
                28

              
	
                SECTION 17.16.

              	
                Injunctions

              	
                28

              


      

       

       

      
 

      
        
          
          

        

        
          iv

          
            

          

        

        
          Table of Contents

        

      

      


      TAX MATTERS AGREEMENT (this “Agreement”) entered
into as of [ ], 2008, by and between THE BRINK’S COMPANY, a Virginia corporation
(“Brink’s”),
and BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation and a wholly
owned subsidiary of Brink’s (“BHS”).

       

      WHEREAS the Board of Directors of
Brink’s has determined that it is in the best interests of Brink’s and its
shareholders to completely separate the BHS Business (as defined below) from
Brink’s;

       

      WHEREAS, as of the date hereof, Brink’s
is the common parent of an affiliated group of corporations, including BHS,
which has elected to file consolidated Federal income tax returns;

       

      WHEREAS Brink’s and BHS have entered
into the Separation and Distribution Agreement (as defined below), pursuant to
which Brink’s agreed to contribute and otherwise transfer to BHS, and BHS agreed
to receive and assume, the assets and liabilities then associated with the BHS
Business as described therein;

       

      WHEREAS Brink’s intends to distribute
to shareholders of Brink’s all the outstanding shares of BHS Common
Stock;

       

      WHEREAS, pursuant to the Distribution
(as defined in the Separation and Distribution Agreement), BHS and its
subsidiaries will cease to be members of the affiliated group (as that term is
defined in Section 1504 of the Code (as defined below)) of which Brink’s is the
common parent; and

       

      WHEREAS the Companies (as defined
below) desire to provide for and agree upon the allocation between the Companies
of liabilities for Taxes (as defined below) arising prior to, as a result of,
and subsequent to the Distribution, and to provide for and agree upon other
matters relating to Taxes.

       

      NOW, THEREFORE, in consideration of the
mutual agreements contained herein, the Companies hereby agree as
follows:

       

       

      ARTICLE I

       

      Definition
of Terms

       

      For purposes of this Agreement
(including the recitals hereof), the following terms have the following
meanings, and capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to them in the Separation and Distribution
Agreement:

       

      “Accountant” shall
have the meaning set forth in Section 8.02(c).

       

      “Accounting Cutoff
Date” means, with respect to BHS, any date as of the end of which there
is a closing of the financial accounting records for BHS.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          Table of Contents

        

      

       

      “Active Trade or
Business” means the active conduct (within the meaning of Section 355(b)
of the Code and the regulations thereunder) by BHS of the BHS
Business.

       

      “Adjustment Request”
means any formal or informal claim or request filed with any Tax Authority, or
with any administrative agency or court, for the adjustment, refund or credit of
Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as
reported on the Tax Return or, if applicable, as previously adjusted, (b) any
claim for equitable recoupment or other offset and (c) any claim for refund or
credit of Taxes previously paid.

       

      “Affiliate” means any
entity that is directly or indirectly “controlled” by either
the person in question or an Affiliate of such person.  For purposes
of the definition of “Affiliate”, “control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership
of voting securities, by contract or otherwise.

       

      “Agreement” shall have
the meaning provided in the first sentence of this Agreement.

       

      “Ancillary
Agreements” means the Brand
Licensing Agreement, the
Employee Matters Agreement, the Non-Compete Agreement, the Transition Services Agreement, the
Flexitrust Agreement (each as defined in the Separation and
Distribution Agreement) and
the instruments, assignments and other documents and agreements executed in
connection with the implementation of the transactions contemplated by the
Separation and Distribution Agreement, including
Article II of the
Separation and Distribution Agreement.

       

      “BHS” shall have the
meaning provided in the first sentence of this Agreement.

       

      “BHS Affiliated Group”
shall have the meaning provided in the definition of “BHS Federal Consolidated
Income Tax Return”.

       

      “BHS Business” means the business of providing
security alarm monitoring services for residential and commercial
properties.

       

      “BHS Capital Stock”
means all classes or series of capital stock of BHS, including (i) the BHS
Common Stock, (ii) all options, warrants and other rights to acquire such
capital stock and (iii) all instruments properly treated as stock in BHS for
U.S. Federal income tax purposes.

       

      “BHS Carryback” means
any net operating loss, net capital loss, excess tax credit or other similar Tax
item of any member of the BHS Group that may or must be carried from one Tax
Period to another prior Tax Period under the Code or other applicable Tax
Law.

       

      “BHS Common Stock” has
the meaning set forth in the Separation and Distribution Agreement.

       

      “BHS Federal Consolidated
Income Tax Return” means any United States Federal income Tax Return for
the affiliated group (as that term is defined in Section 1504 of the Code) of
which BHS is the common parent (the “BHS Affiliated
Group”).

       

       

      
        
          
          

        

        
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          Table of Contents

        

      

       

      “BHS Group” means BHS
and its Subsidiaries, as determined immediately after the
Distribution.

       

      “BHS Separate Return”
means any Separate Return of BHS or any member of the BHS Group.

       

      “Board Certificate”
shall have the meaning set forth in Section 7.02(d).

       

      “Brink’s” shall have
the meaning provided in the first sentence of this Agreement.

       

      “Brink’s Affiliated
Group” shall have the meaning provided in the definition of “Brink’s Federal Consolidated
Income Tax Return”.

       

      “Brink’s Federal Consolidated
Income Tax Return” means any United States Federal income Tax Return for
the affiliated group (as that term is defined in Section 1504 of the Code and
the regulations thereunder) of which Brink’s is the common parent (the “Brink’s Affiliated
Group”).

       

      “Brink’s Group” means
Brink’s and its Subsidiaries, excluding any entity that is a member of the BHS
Group.

       

      “Brink’s Separate
Return” means any Separate Return of Brink’s or any member of the Brink’s
Group.

       

      “Brink’s State Combined
Income Tax Return” means a consolidated, combined or unitary State Income
Tax Return that actually includes, by election or otherwise, one or more members
of the Brink’s Group together with one or more members of the BHS
Group.

       

      “Closing Date” means
the date of the Distribution.

       

      “Code” means the U.S.
Internal Revenue Code of 1986, as amended.

       

      “Companies” means
Brink’s and BHS, collectively, and “Company”, as the
context requires, means either Brink’s or BHS.

       

      “Contribution” means
the contribution of assets by Brink’s itself directly to BHS itself pursuant to
Section 2.01 of the Separation and Distribution Agreement.

       

      “Distribution” has the
meaning set forth in the Separation and Distribution Agreement.

       

      “Distribution-Related
Proceeding” means any Tax Contest in which the IRS, another Tax Authority
or any other party asserts a position that could reasonably be expected to
adversely affect the Tax-Free Status.

       

      “Fifty-Percent or Greater
Interest” shall have the meaning ascribed to such term for purposes of
Sections 355(d) and (e) of the Code.

       

      “Filing Date” shall
have the meaning set forth in Section 7.04(d).

       

       

      
        
          
          

        

        
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          Table of Contents

        

      

       

      “Final Determination”
means the final resolution of liability for any Tax, which resolution may be for
a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or
870-AD (or any successor forms thereto), on the date of acceptance by or on
behalf of the taxpayer, or by a comparable form under the laws of a State,
local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or
comparable form shall not constitute a Final Determination to the extent that it
reserves (whether by its terms or by operation of law) the right of the taxpayer
to file a claim for refund or the right of the Tax Authority to assert a further
deficiency in respect of such issue or adjustment or for such taxable period (as
the case may be); (b) by a decision, judgment, decree or other order by a court
of competent jurisdiction, which has become final and unappealable; (c) by a
closing agreement or accepted offer in compromise under Sections 7121 or 7122 of
the Code, or a comparable agreement under the laws of a State, local or foreign
taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an
overpayment of Tax, but only after the expiration of all periods during which
such refund may be recovered (including by way of offset) by the jurisdiction
imposing such Tax; (e) by a final settlement resulting from a treaty-based
competent authority determination; or (f) by any other final disposition,
including by reason of the expiration of the applicable statute of limitations
or by mutual agreement of the parties.

       

      “First Internal
Distribution” shall have the meaning ascribed to it in the Ruling Request
filed with the IRS on June 30, 2008.  For the avoidance of doubt,
Brink’s Holding Company is the distributing corporation in the First Internal
Distribution, and Brink’s Home Security, Inc. is the controlled corporation in
the First Internal Distribution.

       

      “Group” means the
Brink’s Group or the BHS Group, or both, as the context requires.

       

      “High-Level Dispute”
means any dispute or disagreement (a) relating to liability under Section 7.04
of this Agreement or (b) in which the amount of the liability in dispute exceeds
$2  million.

       

      “Indemnitee” shall
have the meaning set forth in Section 13.03.

       

      “Indemnitor” shall
have the meaning set forth in Section 13.03.

       

      “IRS” means the United
States Internal Revenue Service.

       

      “Joint Return” means
any Tax Return that includes at least one member of the Brink’s Group and at
least one member of the BHS Group.

       

      “Notified Action”
shall have the meaning set forth in Section 7.03(a).

       

      “Past Practices” shall
have the meaning set forth in Section 4.04(a).

       

      “Payment Date” means
(i) with respect to any Brink’s Federal Consolidated Income Tax Return, the due
date for any required installment of estimated taxes determined under Section
6655 of the Code, the due date (determined without regard to extensions) for
filing the return determined under Section 6072 of the Code, and the date the
return is filed, and (ii) with respect to any other Tax Return, the
corresponding dates determined under the applicable Tax Law.

       

       

      
        
          
          

        

        
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          Table of Contents

        

      

       

      “Person” means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof, without regard to whether any entity is treated as
disregarded for U.S. federal income tax purposes.

       

      “Post-Closing Period”
means any Tax Period that, to the extent it relates to a member of the BHS
Group, begins after the Closing Date.

       

      “Pre-Closing Period”
means any Tax Period that, to the extent it relates to a member of the BHS
Group, ends on or before the Closing Date.

       

      “Prime Rate” has the
meaning set forth in the Separation and Distribution Agreement.

       

      “Privilege” means any
privilege that may be asserted under applicable law, including any privilege
arising under or relating to the attorney-client relationship (including the
attorney-client and work product privileges), the accountant-client privilege
and any privilege relating to internal evaluation processes.

       

      “Proposed Acquisition
Transaction” means a transaction or series of transactions (or any
agreement, understanding or arrangement, within the meaning of Section 355(e) of
the Code and Treasury Regulation Section 1.355-7, or any other regulations
promulgated thereunder, to enter into a transaction or series of transactions),
whether such transaction is supported by BHS management or shareholders, is a
hostile acquisition, or otherwise, as a result of which BHS would merge or
consolidate with any other Person or as a result of which one or more Persons
would (directly or indirectly) acquire, or have the right to acquire, from BHS
and/or one or more holders of outstanding shares of BHS Capital Stock, a number
of shares of BHS Capital Stock that would, when combined with any other changes
in ownership of BHS Capital Stock pertinent for purposes of Section 355(e) of
the Code, comprise 40% or more of (A) the value of all outstanding shares of
stock of BHS as of the date of such transaction, or in the case of a series of
transactions, the date of the last transaction of such series, or (B) the total
combined voting power of all outstanding shares of voting stock of BHS as of the
date of such transaction or, in the case of a series of transactions, the date
of the last transaction of such series.  Notwithstanding the
foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption
by BHS of a shareholder rights plan or (B) issuances by BHS that satisfy Safe
Harbor VIII (relating to acquisitions in connection with a person’s performance
of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of
an employer) of Treasury Regulation Section 1.355-7(d).  For purposes
of determining whether a transaction constitutes an indirect acquisition, any
recapitalization resulting in a shift of voting power or any redemption of
shares of stock shall be treated as an indirect acquisition of shares of stock
by the non-exchanging shareholders.  This definition and the
application thereof is intended to monitor compliance with Section 355(e) of the
Code and shall be interpreted accordingly.  Any clarification of, or
change in, the statute or regulations promulgated under Section 355(e) of the
Code shall be incorporated in this definition and its
interpretation.

       

       

      
        
          
          

        

        
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          Table of Contents

        

      

       

      “Representation
Letters” means the representation letters and any other materials
delivered or deliverable by Brink’s, BHS or others in connection with the
rendering by Tax Advisors of any opinions in connection with the
Transactions.

       

      “Responsible Company”
means, with respect to any Tax Return, the Company having responsibility for
preparing and filing such Tax Return under this Agreement.

       

      “Ruling” means (a) the
private letter ruling (and any supplemental private letter ruling) issued by the
IRS to Brink’s in connection with the Transactions and (b) any similar ruling
(including any supplemental ruling) issued by any Tax Authority other than the
IRS in connection with the Transactions.

       

      “Ruling Documents”
means the Ruling and the Ruling Request.

       

      “Ruling Request” means
any letter filed by Brink’s with the IRS or any other Tax Authority requesting a
ruling regarding certain tax consequences of the Transactions (including all
attachments, exhibits and other materials submitted with such ruling request
letter) and any amendment or supplement to such ruling request
letter.

       

      “Second Internal
Distribution” shall have the meaning ascribed to it in the Ruling Request
filed with the IRS on June 30, 2008.  For the avoidance of doubt,
Pittston Services Group, Inc. is the distributing corporation in the Second
Internal Distribution, and Brink’s Home Security, Inc. is the controlled
corporation in the Second Internal Distribution.

       

      “Section 7.02(d)
Acquisition Transaction” means any transaction or series of transactions
that is not a Proposed Acquisition Transaction but would be a Proposed
Acquisition Transaction if the percentage reflected in the definition of
Proposed Acquisition Transaction were 25% instead of 40%.

       

      “Separate Return”
means (a) in the case of any Tax Return of any member of the BHS Group
(including any consolidated, combined or unitary return), any such Tax Return
that does not include any member of the Brink’s Group and (b) in the case of any
Tax Return of any member of the Brink’s Group (including any consolidated,
combined or unitary return), any such Tax Return that does not include any
member of the BHS Group.

       

      “Separation and Distribution
Agreement” means the Separation and Distribution Agreement, as amended
from time to time, by and between Brink’s and BHS dated as of [ ],
2008.

       

      “Signing Group” shall
have the meaning set forth in Section 8.03.

       

      “State Income Tax”
means any Tax imposed by any State of the United States or by any political
subdivision of any such State (or by the District of Columbia) that is imposed
on or measured by net income, including state and local franchise or similar
Taxes measured by net income, and any interest, penalties, additions to tax or
additional amounts in respect of the foregoing.

       

       

      
        
          
          

        

        
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          Table of Contents

        

      

       

      “Supplier Group” shall
have the meaning set forth in Section 8.03.

       

      “Tax” or “Taxes” means any
income, gross income, gross receipts, profits, capital stock, franchise,
withholding, payroll, social security, workers compensation, unemployment,
disability, property, ad valorem, stamp, excise, severance, occupation, service,
sales, use, license, lease, transfer, import, export, value added, alternative
minimum, estimated or other tax (including any fee, assessment or other charge
in the nature of or in lieu of any tax) imposed by any governmental entity or
political subdivision thereof, and any interest, penalties, additions to tax, or
additional amounts in respect of the foregoing.

       

      “Tax Advisor” means a
United States tax counsel or accountant of recognized national
standing.

       

      “Tax Arbitrator” shall
have the meaning set forth in Article XIV.

       

      “Tax Arbitrator
Dispute” shall have the meaning set forth in
Article XIV.

       

      “Tax Attribute” or
“Attribute”
means a net operating loss, net capital loss, unused investment credit, unused
foreign tax credit, excess charitable contribution, general business credit, Tax
basis or any other Tax Item that could reduce a Tax.

       

      “Tax Authority” means,
with respect to any Tax, the governmental entity or political subdivision
thereof that imposes such Tax, and the agency (if any) charged with the
collection of such Tax for such entity or subdivision.

       

      “Tax Benefit” means
any refund, credit or other reduction in otherwise required Tax
payments.

       

      “Tax Contest” means an
audit, review, examination or other administrative or judicial proceeding with
the purpose or effect of redetermining Taxes (including any administrative or
judicial review of any claim for refund).

       

      “Tax Detriment” means
any increase in required Tax payments (or, without duplication, the reduction in
any refund or credit).

       

      “Tax-Free Status”
means the qualification of (a) the First Internal Distribution and the Second
Internal Distribution, respectively, each as (i) a distribution described in
Section 355(a) of the Code, (ii) as a transaction in which the stock
distributed thereby is “qualified property” for purposes of Sections 355(d) and
355(e) of the Code and (iii) as a transaction in which Brink’s Holding Company,
Pittston Services Group, Inc., Brink’s Home Security, Inc., Brink's and BHS
recognize no income or gain for U.S. Federal income tax purposes pursuant to
Section 355 of the Code and (b) the Contribution and Distribution, taken
together, as (i) a reorganization described in Sections 355(a) and 368(a)(1)(D)
of the Code and (ii) as a transaction in which the stock distributed thereby is
“qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the
Code and (c) as a transaction in which Brink’s, BHS, and the shareholders of
Brink’s recognize no income or gain for U.S. Federal income tax purposes
pursuant to Sections 355, 361 and 1032 of the Code.  For the avoidance
of doubt, recognition of income or gain by Brink’s or BHS as a result of taking
into account intercompany items or excess loss accounts pursuant to the Treasury
Regulations promulgated pursuant to Section 1502 of the Code shall not mean that
the Transactions do not have Tax-Free Status.

       

       

      
        
          
          

        

        
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          Table of Contents

        

      

       

      “Tax Item” means, with
respect to any income Tax, any item of income, gain, loss, deduction or
credit.

       

      “Tax Law” means the
law of any governmental entity or political subdivision thereof relating to any
Tax.

       

      “Tax Opinions/Rulings”
means the opinions of Tax Advisors and the Ruling deliverable to Brink’s in
connection with the Transactions.

       

      “Tax Period” means,
with respect to any Tax, the period for which the Tax is reported as provided
under the Code or other applicable Tax Law.

       

      “Tax Records” means
Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests
and any other books of account or records required to be maintained under the
Code or other applicable Tax Laws or under any record retention agreement with
any Tax Authority.

       

      “Tax-Related Losses”
means (i) all Federal, state and local Taxes (including interest and penalties
thereon) imposed pursuant to any settlement, Final Determination, judgment or
otherwise; (ii) all reasonable accounting, legal and other professional fees and
court costs incurred in connection with such Taxes; and (iii) all reasonable
costs and expenses and all damages associated with shareholder litigation or
controversies and any amount paid by Brink’s (or any Affiliate of Brink’s) or
BHS (or any Affiliate of BHS) in respect of the liability of shareholders,
whether paid to shareholders or to the IRS or any other Tax Authority, in each
case, resulting from the failure of the First Internal Distribution, the Second
Internal Distribution or the Contribution or the Distribution to have Tax-Free
Status.

       

      “Tax Return” or “Return” means any
report of Taxes due, any claim for refund of Taxes paid, any information return
with respect to Taxes, or any other similar report, statement, declaration or
document required to be filed under the Code or other Tax Law, including any
attachments, exhibits or other materials submitted with any of the foregoing,
and including any amendments or supplements to any of the
foregoing.

       

      “Transactions” means
the First Internal Distribution, the Second Internal Distribution, the
Contribution, the Distribution and the other transactions contemplated by the
Separation and Distribution Agreement.

       

      “Treasury Regulations”
means the regulations promulgated from time to time under the Code as in effect
for the relevant Tax Period.

       

      “Unqualified Tax
Opinion” means a “will” opinion, without qualifications, of a Tax
Advisor, which Tax Advisor is reasonably acceptable to Brink’s, on which Brink’s
may rely to the effect that a transaction will not affect the Tax-Free
Status.  Any such opinion must assume that the First Internal
Distribution, the Second Internal Distribution, and the Contribution and
Distribution (taken together) would have qualified for Tax-Free Status if the
transaction in question did not occur.

       

       

      
        
          
          

        

        
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      ARTICLE II

       

      Allocation
of Tax Liabilities

       

                               SECTION 2.01.  General
Rule.  (a)  Brink’s
Liability.  Brink’s shall be liable for, and shall indemnify
and hold harmless the BHS Group from and against any liability for, Taxes that
are allocated to Brink’s under this Article II.

       

      (b)  BHS
Liability.  BHS shall be liable for, and shall indemnify and
hold harmless the Brink’s Group from and against any liability for, Taxes that
are allocated to BHS under this Article II.

       

                               SECTION 2.02.  Allocations of
Taxes.  Except as provided in Section 2.03, Taxes shall be
allocated as follows:

       

      (a)  Allocation of Taxes to
Brink’s.  Brink’s shall be responsible for any and all Taxes
due or required to be reported on any Joint Return or Brink’s Separate Return
(including any increase in such Tax as a result of a Final
Determination).

       

      (b)  Allocation of Taxes to
BHS.  BHS shall be responsible for any and all Taxes due or
required to be reported on any BHS Separate Return (including any increase in
such Tax as a result of a Final Determination).

       

                               SECTION 2.03.  Certain Transaction and
Other Taxes.  (a)  BHS
Liability.  BHS shall be liable for, and shall indemnify and
hold harmless the Brink’s Group from and against any liability for:

       

      (i) any Tax resulting from a breach by
BHS of any covenant in this Agreement, the Separation and Distribution Agreement
or any Ancillary Agreement; and

       

      (ii) any Tax-Related Losses for which
BHS is responsible pursuant to Section 7.04.

       

      (b)  Brink’s
Liability.  Brink’s shall be liable for, and shall indemnify
and hold harmless the BHS Group from and against any liability for:

       

      (i) any Taxes imposed pursuant to
Treasury Regulation Section 1.1502-6 (or any similar provision of foreign, State
or local Tax law) on any member of the BHS Group solely as a result of such
member’s being a member of the Brink’s Affiliated Group (or similar group under
foreign, State or local Tax law);

       

       

      
        
          
          

        

        
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      (ii) any Tax resulting from a breach by
Brink’s of any covenant in this Agreement, the Separation and Distribution
Agreement or any Ancillary Agreement; and

       

      (iii) any Tax-Related Losses for which
Brink’s is responsible pursuant to Section 7.04.

       

       

      ARTICLE III

       

      Proration
of Tax Items

       

      (a)  General Method of
Proration.  Tax Items shall be apportioned between Pre-Closing
Periods and Post-Closing Periods in accordance with the principles of Treasury
Regulation Section 1.1502-76(b) as reasonably interpreted and applied by
Brink’s.  No election shall be made under Treasury Regulation Section
1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s
items).  If the Closing Date is not an Accounting Cutoff Date, the
provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied
to allocate ratably the items (other than extraordinary items) for the month
that includes the Closing Date.

       

      (b)  Transactions Treated as
Extraordinary Items.  In determining the apportionment of Tax
Items between Pre-Closing Periods and Post-Closing Periods, any Tax Items
relating to the Transactions shall be treated as extraordinary items described
in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent
occurring on or prior to the Closing Date) be allocated to Pre-Closing Periods,
and any Taxes related to such items shall be treated under Treasury Regulation
Section 1.1502-76(b)(2)(iv) as relating to such extraordinary items and shall
(to the extent occurring on or prior to the Closing Date) be allocated to
Pre-Closing Periods.

       

       

      ARTICLE IV

       

      Preparation
and Filing of Tax Returns

       

                               SECTION 4.01.  General.  Except
as otherwise provided in this Article IV, Tax Returns shall be prepared and
filed when due (including extensions) by the person obligated to file such Tax
Returns under the Code or applicable Tax Law.  The Companies shall
provide, and shall cause their Affiliates to provide, assistance and cooperation
to one another in accordance with Article VIII with respect to the
preparation and filing of Tax Returns, including providing information required
to be provided in Article VIII.

       

                               SECTION 4.02.  Brink’s
Responsibility.  Brink’s has the exclusive obligation and right
to prepare and file, or to cause to be prepared and filed:

       

       

      
        
          
          

        

        
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      (a)  Brink’s Federal
Consolidated Income Tax Returns for any Tax Periods ending on, before or after
the Closing Date;

       

      (b)  Brink’s State Combined
Income Tax Returns and any other Joint Returns that Brink’s reasonably
determines are required to be filed (or that Brink’s chooses to be filed) by the
Companies or any of their Affiliates for Tax Periods ending on, before or after
the Closing Date; provided, however, that Brink’s
shall provide written notice (no later than 60 days prior to the date such
Returns are due, including extensions) of such determination to file such
Brink’s State Combined Income Tax Returns or other Joint Returns to BHS;
and

       

      (c)  Brink’s Separate Returns
and BHS Separate Returns that Brink’s reasonably determines are required to be
filed by the Companies or any of their Affiliates for Tax Periods ending on,
before or after the Closing Date (limited, in the case of BHS Separate Returns,
to such Returns as are filed on or prior to the Closing Date).

       

                               SECTION 4.03.  BHS’s
Responsibility.  BHS shall prepare and file, or shall cause to
be prepared and filed, all BHS Separate Returns other than those Tax Returns
filed on or prior to the Closing Date.  The Tax Returns required to be
prepared and filed by BHS under this Section 4.03 shall include (a) any BHS
Federal Consolidated Income Tax Return and (b) BHS Separate Returns required to
be filed for Tax Periods ending after the Closing Date.

       

                               SECTION 4.04.  Tax Accounting
Practices.  (a)  General
Rule.  Except as provided in Section 4.04(b), with respect to
any Tax Return that BHS has the obligation and right to prepare and file, or
cause to be prepared and filed, under Section 4.03, for any Pre-Closing Period
(and the portion, ending on the Closing Date, of any Tax Period that includes
but does not end on the Closing Date), such Tax Return shall be prepared in
accordance with past practices, accounting methods, elections or conventions
(“Past
Practices”) used by Brink’s and its Subsidiaries with respect to the Tax
Returns in question (unless there is no reasonable basis for the use of such
Past Practices), and to the extent any items are not covered by Past Practices
(or in the event that there is no reasonable basis for the use of such Past
Practices), in accordance with reasonable Tax accounting
practices.  Except as provided in Section 4.04(b), Brink’s shall
prepare any Tax Return that it has the obligation and right to prepare and file,
or cause to be prepared and filed, under Section 4.02, in accordance with
reasonable Tax accounting practices selected by Brink’s.

       

      (b)  Reporting of Transaction Tax
Items.  BHS shall file all Tax Returns consistent with the Tax
treatment of the Transactions set forth in the Ruling Requests and the Tax
Opinions/Rulings.  To the extent there is a Tax treatment relating to
the Transactions that is not covered by the Ruling Requests or Tax
Opinions/Rulings, the Tax treatment shall be determined by Brink’s with respect
to such Tax Return, and BHS shall agree to such treatment and shall file all Tax
Returns for which it is responsible consistently with such treatment, unless
either (i) there is no reasonable basis for such Tax treatment or (ii) such Tax
treatment is inconsistent with the Tax treatment contemplated in the Ruling
Requests and/or the Tax Opinions/Rulings.

       

       

      
        
          
          

        

        
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                               SECTION 4.05.  Consolidated or Combined Tax
Returns.  BHS shall elect and join, and shall cause its
respective Affiliates to elect and join, in filing any Brink’s State Combined
Income Tax Returns and any Joint Returns that Brink’s determines are required to
be filed or that Brink’s chooses to file pursuant to Section
4.02(b).

       

                               SECTION 4.06.  Right To Review Tax
Returns.  (a)  General.  The
Responsible Company with respect to any material Tax Return shall make such Tax
Return and related workpapers available for review by the other Company, if
requested, to the extent (i) such Tax Return relates to Taxes for which the
requesting party would reasonably be expected to be liable, (ii) the requesting
party would reasonably be expected to be liable in whole or in part for any
additional Taxes owing as a result of adjustments to the amount of such Taxes
reported on such Tax Return, (iii) such Tax Return relates to Taxes for which
the requesting party would reasonably be expected to have a claim for Tax
Benefits under this Agreement or (iv) the requesting party reasonably determines
that it must inspect such Tax Return to confirm compliance with the terms of
this Agreement.  The Responsible Company shall use reasonable best
efforts to make such Tax Return available for review as required under this
paragraph sufficiently in advance of the due date (including extensions) for
filing of such Tax Return to provide the requesting party with a meaningful
opportunity to analyze and comment on such Tax Return.

       

      (b)  Execution of Returns
Prepared by Other Party.  In the case of any Tax Return that is
required to be prepared and filed by the Responsible Company under this
Agreement and that is required by law to be signed by the other Company (or by
its authorized representative), the Company that is legally required to sign
such Tax Return shall be required to sign such Tax Return unless there is no
reasonable basis for the Tax treatment of an item reported on the Tax Return or
the Tax treatment of an item reported on the Tax Return should, in the opinion
(reasonably acceptable in form and substance to the Responsible Company) of a
Tax Advisor, subject the other Company (or its authorized representatives) to
material penalties.

       

                               SECTION 4.07.  BHS Carrybacks and Claims
for Refund.  (a)  BHS hereby agrees that, unless
Brink’s consents in writing, no Adjustment Request with respect to any Tax
Return for the Pre-Closing Period shall be filed; provided, however, that upon
the reasonable request of BHS, Brink’s shall use reasonable best efforts to
make, at BHS's expense, an Adjustment Request claiming a refund of Taxes for the
Pre-Closing Period with respect to a BHS Carryback arising in a Post-Closing
Period related to U.S. Federal or State Taxes (any such Adjustment Request to be
prepared and filed by Brink’s) where, in Brink's reasonable discretion, such
Adjustment Request will not materially impair the ability of Brink's to use Tax
Attributes.

       

      (b)  BHS, upon the request of Brink’s, agrees
to repay the amount paid over to BHS (plus any penalties, interest or
other charges imposed by the relevant Tax Authority) in the event Brink's is
required to repay such refund to such Tax Authority.

       

       

      
        
          
          

        

        
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                               SECTION 4.08.  Apportionment of Earnings
and Profits and Tax Attributes.  Brink’s shall in good faith
advise BHS in writing of the portion, if any, of any earnings and profits, Tax
Attribute or other consolidated, combined or unitary attribute that Brink’s
determines shall be allocated or apportioned to the BHS Group under applicable
law.  BHS and all members of the BHS Group shall prepare all Tax
Returns in accordance with such written notice.  As soon as
practicable after receipt of a written request from BHS, Brink’s shall provide
copies of any studies, reports and workpapers supporting such allocations and
apportionments.  In the event of a subsequent adjustment by the
applicable Tax Authority to such allocations and apportionments, Brink’s shall
promptly notify BHS in writing of such adjustment.  For the avoidance
of doubt, Brink’s shall not be liable to any member of the BHS Group for any
failure of any determination under this Section 4.08 to be accurate under
applicable Tax Law.

       

       

      ARTICLE V

       

      Tax
Payments

       

                               SECTION 5.01.  Payment of Taxes With
Respect to Tax Returns Reflecting Taxes of the Other
Company.  In the case of any Tax Return reflecting Taxes
allocated hereunder to the Company that is not the Responsible
Company:

       

      (a)  Computation and Payment of
Tax Due.  At least 3 business days prior to any Payment Date
for any Tax Return, the Responsible Company shall compute the amount of Tax
required to be paid to the applicable Tax Authority (taking into account the
requirements of Section 4.04 relating to consistent accounting practices) with
respect to such Tax Return on such Payment Date.  The Responsible
Company shall pay such amount to such Tax Authority on or before such Payment
Date (and provide notice and proof of payment to the other
Company).

       

      (b)  Computation and Payment of
Liability With Respect to Tax Due.  Within 30  days
following the earlier of (i) the due date (including extensions) for filing any
such Tax Return (excluding any Tax Return with respect to payment of estimated
Taxes or Taxes due with a request for extension of time to file) or (ii) the
date on which such Tax Return is filed, if Brink’s is the Responsible Company,
then BHS shall pay to Brink’s the amount allocable to the BHS Group under the
provisions of Article II, and if BHS is the Responsible Company, then
Brink’s shall pay to BHS the amount allocable to the Brink’s Group under the
provisions of Article II, in each case, plus interest computed at the Prime
Rate on the amount of the payment based on the number of days from the earlier
of (A) the due date of the Tax Return (including extensions) or (B) the date on
which such Tax Return is filed to the date of payment.

       

      (c)  Adjustments Resulting in
Underpayments.  In the case of any adjustment pursuant to a
Final Determination with respect to any such Tax Return, the Responsible Company
shall pay to the applicable Tax Authority when due any additional Tax due with
respect to such Tax Return required to be paid as a result of such adjustment
pursuant to a Final Determination.  The Responsible Company shall
compute the amount attributable to the BHS Group in accordance with
Article II and BHS shall pay to Brink’s any amount due Brink’s (or Brink’s
shall pay BHS any amount due BHS) under Article II within
30  days from the later of (i) the date the additional Tax was paid by
the Responsible Company or (ii) the date of receipt of a written notice and
demand from the Responsible Company for payment of the amount due, accompanied
by evidence of payment and a statement detailing the Taxes paid and describing
in reasonable detail the particulars relating thereto.  Any payments
required under this Section 5.01(c) shall include interest computed at the Prime
Rate based on the number of days from the date the additional Tax was paid by
the Responsible Company to the date of the payment under this
Section 5.01(c).

       

       

      
        
          
          

        

        
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                               SECTION 5.02.  Indemnification
Payments.  All indemnification payments under this Agreement
shall be made by Brink’s directly to BHS and by BHS directly to Brink’s; provided, however, that if the
Companies mutually agree with respect to any such indemnification payment, any
member of the Brink’s Group, on the one hand, may make such indemnification
payment to any member of the BHS Group, on the other hand, and vice
versa.

       

       

      ARTICLE VI

       

      Tax
Benefits

       

                               SECTION 6.01.  Tax Refunds in
General.  Except as set forth below, Brink’s shall be entitled
to any refund (and any interest thereon received from the applicable Tax
Authority) of Taxes for which Brink’s is liable hereunder, BHS shall be entitled
to any refund (and any interest thereon received from the applicable Tax
Authority) of Taxes for which BHS is liable hereunder and a Company receiving a
refund to which another Company is entitled hereunder shall pay over such refund
to such other Company within 30 days after such refund is received
(together with interest computed at the Prime Rate based on the number of days
from the date the refund was received to the date the refund was paid
over).

       

                               SECTION 6.02.  Timing Differences and
Reverse Timing Differences. 
(a)  If as a result of an adjustment pursuant to a Final Determination
to any Taxes for which a member of the Brink’s Group is liable hereunder (or Tax
Attribute of a member of the Brink’s Group) a member of the BHS Group could
realize a current or future Tax Benefit that it could not realize but for such
adjustment (determined on a with and without basis), or if as a result of an
adjustment pursuant to a Final Determination to any Taxes for which a member of
the BHS Group is liable hereunder (or Tax Attribute of a member of the BHS
Group) a member of the Brink's Group could realize a current or future Tax
Benefit that it could not realize but for such adjustment (determined on a with
and without basis), BHS or Brink’s, as the case may be, shall make a payment to
either Brink’s or BHS, as appropriate, within 30 days following the date of a
written notice and demand from Brink's or BHS, as appropriate, for payment of
the amount due, accompanied by evidence of such adjustment and describing in
reasonable detail the particulars relating thereto.  Any payment
required under this Section 6.02(a) shall include interest on such payment
computed at the Prime Rate based on the number of days from the date of such
written notice to the date of payment under this Section 6.02(a).  In the
event that Brink’s or BHS disagrees with any such calculation described in this
Section 6.02(a), Brink’s or BHS shall so notify the other Company in writing
within 30 days of receiving the written calculation set forth above in this
Section 6.02(a).  Brink’s and BHS shall endeavor in good faith to
resolve such disagreement.

       

       

      
        
          
          

        

        
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      (b)  If a member of the BHS
Group actually realizes in cash pursuant to a Final Determination any Tax
Detriment as a result of an adjustment pursuant to a Final Determination to any
Taxes for which a member of the Brink’s Group is liable hereunder (or Tax
Attribute of a member of the Brink’s Group) (in such circumstance, Brink’s being
the “Adjusted
Party”) and such Tax Detriment would not have arisen but for such
adjustment (determined on a with and without basis), or if a member of the
Brink’s Group actually realizes in cash pursuant to a Final Determination any
Tax Detriment as a result of an adjustment pursuant to a Final Determination to
any Taxes for which a member of the BHS Group is liable hereunder (or Tax
Attribute of a member of the BHS Group) (in such circumstance, BHS being the
“Adjusted
Party”) and such Tax Detriment would not have arisen but for such
adjustment (determined on a with and without basis), the Adjusted Party shall
make a payment to the other party within 30 days following the later of
such actual realization of the Tax Detriment and the Adjusted Party’s actual
realization of the corresponding Tax Benefit, in an amount equal to the lesser
of such Tax Detriment actually realized in cash and the Tax Benefit, if any,
actually realized in cash by the Adjusted Party pursuant to such adjustment
(which would not have arisen but for such adjustment), plus interest on such
amount computed at the Prime Rate based on the number of days from the later of
the date of such actual realization of the Tax Detriment and the Adjusted
Party’s actual realization of the corresponding Tax Benefit to the date of
payment of such amount under this Section 6.02(b).  No later than 30 days
after a Tax Detriment described in this Section 6.02(b) is actually realized in
cash by a member of the Brink’s Group or a member of the BHS Group, Brink’s (if
a member of the Brink’s Group actually realizes such Tax Detriment) or BHS (if a
member of the BHS Group actually realizes such Tax Detriment) shall provide the
other Company with a written calculation of the amount payable pursuant to
Section 6.02(b).  In the event that Brink’s or BHS disagrees with any
such calculation described in this Section 6.02(b), Brink’s or BHS shall so
notify the other Company in writing within 30 days of receiving the written
calculation set forth above in this Section 6.02(b).  Brink’s and BHS
shall endeavor in good faith to resolve such disagreement.

       

                               SECTION 6.03.  BHS
Carrybacks.  BHS shall be entitled to any refund actually
received in cash that is attributable to, and would not have arisen but for
(determined on a with and without basis), a BHS Carryback pursuant to the
proviso set forth in Section 4.07, provided that the refund is a refund of Taxes
for the Tax Period to which the BHS Carryback is carried or the first or second
immediately following Tax Periods.  Any such payment of such refund
made by Brink’s to BHS pursuant to this Section 6.03 shall be recalculated in
light of any Final Determination (or any other facts that may arise or come to
light after such payment is made, such as a carryback or carryforward of a
Brink’s Group Tax Attribute to a Tax Period in respect of which such refund is
received) that would affect the amount to which BHS is entitled, and an
appropriate adjusting payment shall be made by BHS to Brink’s such that the
aggregate amounts paid pursuant to this Section 6.03 equals such recalculated
amount (with interest computed at the Prime Rate based on the number of days
from the date of the actual receipt of such refund to the date of payment of
such amount under this Section 6.03).

       

       

      
        
          
          

        

        
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      ARTICLE VII

       

      Tax-Free
Status

       

                               SECTION 7.01.  Tax Opinions/Rulings and
Representation Letters.  Each of BHS and Brink’s hereby
represents and agrees that (i) it has examined the Ruling Documents and the
Representation Letters prior to the date hereof and (ii) all information
contained in such Ruling Documents or Representation Letters that concerns or
relates to such Company or any member of its Group will be true, correct and
complete.

       

                               SECTION 7.02.  Restrictions on
BHS.  (a)  BHS agrees that it will not take or fail
to take, or permit any BHS Affiliate to take or fail to take, any action where
such action or failure to act would be inconsistent with or cause to be untrue
any material, information, covenant or representation in any Representation
Letters, Ruling Documents or Tax Opinions/Rulings.  BHS agrees that it
will not take or fail to take, or permit any BHS Affiliate to take or fail to
take, any action that prevents or could reasonably be expected to prevent
(i) the Tax-Free Status or (ii) any transaction contemplated by the
Separation and Distribution Agreement that is intended by the parties to be
tax-free from so qualifying, including issuing any BHS Capital Stock that would
prevent the Distribution from qualifying as a tax-free distribution within the
meaning of Section 355 of the Code.

       

      (b)  BHS agrees that, from
the date hereof until the first day after the two-year anniversary of the
Closing Date, it will (i) maintain its status as a company whose separate
affiliated group, within the meaning of Section 355(b)(3) of the Code, is
engaged in the Active Trade or Business and (ii) not engage in any transaction
that would result in it ceasing to be a company whose separate affiliated group
is so engaged in the Active Trade or Business.

       

      (c)  BHS agrees that, from
the date hereof until the first day after the two-year anniversary of the
Closing Date, it will not (i) enter into any Proposed Acquisition Transaction
or, to the extent BHS has the right to prohibit any Proposed Acquisition
Transaction, permit any Proposed Acquisition Transaction to occur (whether by
(A) redeeming rights under a shareholder rights plan, (B) finding a
tender offer to be a “permitted offer” under any such plan or otherwise causing
any such plan to be inapplicable or neutralized with respect to any Proposed
Acquisition Transaction or (C) approving any Proposed Acquisition
Transaction, whether for purposes of Article 14 of the Virginia Stock Corporation Act or
any similar corporate statute, any “fair price” or other provision of BHS’s
charter or bylaws or otherwise), (ii) merge or consolidate with any other Person
or liquidate or partially liquidate, (iii) in a single transaction or series of
transactions sell or transfer (other than sales or transfers of inventory in the
ordinary course of business) 60% or more of the gross assets of the Active Trade
or Business or 60% or more of the consolidated gross assets of BHS and its
Affiliates (such percentages to be measured based on fair market value as of the
Closing Date), (iv) redeem or otherwise repurchase (directly or through a BHS
Affiliate) any BHS Capital Stock, except to the extent such repurchases satisfy
Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the
amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its
certificate of incorporation (or other organizational documents), or take any
other action, whether through a shareholder vote or otherwise, affecting the
relative voting rights of BHS Capital Stock (including, without limitation,
through the conversion of any BHS Capital Stock into another class of BHS
Capital Stock) or (vi) take any other action or actions (including any action or
transaction that would be reasonably likely to be inconsistent with any
representation made in the Representation Letters, Ruling Documents or the Tax
Opinions/Rulings) that in the aggregate (and taking into account any other
transactions described in this subparagraph (c)) would be reasonably likely to
have the effect of causing or permitting one or more persons (whether or not
acting in concert) to acquire directly or indirectly stock representing a
Fifty-Percent or Greater Interest in BHS or otherwise jeopardize the Tax-Free
Status, unless prior to taking any such action set forth in the foregoing
clauses (i) through (vi), (A) BHS shall have requested that Brink’s obtain
a supplemental Ruling in accordance with Sections 7.03(b) and (d) to the
effect that such transaction will not affect the Tax-Free Status and Brink’s
shall have received such a supplemental Ruling in form and substance
satisfactory to Brink’s in its sole and absolute discretion, which discretion
shall be exercised in good faith solely to preserve the Tax-Free Status (and in
determining whether such a Ruling is satisfactory, Brink’s may consider, among
other factors, the appropriateness of any underlying assumptions and
management’s representations made in connection with such Ruling), or (B) BHS
shall provide Brink’s with an Unqualified Tax Opinion in form and substance
satisfactory to Brink’s in its sole and absolute discretion, which discretion
shall be exercised in good faith solely to preserve the Tax-Free Status (and in
determining whether an opinion is satisfactory, Brink’s may consider, among
other factors, the appropriateness of any underlying assumptions and
management’s representations if used as a basis for the opinion and Brink’s may
determine that no opinion would be acceptable to Brink’s) or (C) Brink’s shall
have waived the requirement to obtain such ruling or
opinion.

       

       

      
        
          
          

        

        
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      (d)  Certain Issuances of BHS
Capital Stock.  If BHS proposes to enter into any
Section 7.02(d) Acquisition Transaction or, to the extent BHS has the right
to prohibit any Section 7.02(d) Acquisition Transaction, proposes to permit
any Section 7.02(d) Acquisition Transaction to occur, in each case, during
the period from the date hereof until the first day after the two-year
anniversary of the Closing Date, BHS shall provide Brink’s, no later than ten
days following the signing of any written agreement with respect to the
Section 7.02(d) Acquisition Transaction, with a written description of such
transaction (including the type and amount of BHS Capital Stock to be issued in
such transaction) and a certificate of the Board of Directors of BHS to the
effect that the Section 7.02(d) Acquisition Transaction is not a Proposed
Acquisition Transaction or any other transaction to which the requirements of
Section 7.02(c) apply (a “Board
Certificate”).

       

       

      
        
          
          

        

        
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      (e)  Distributions by Foreign BHS
Subsidiaries.  Until January 1st of the calendar year
immediately following the calendar year in which the Distribution occurs, BHS
shall neither cause nor permit any foreign subsidiary of BHS to enter into any
transaction or take any action that would be considered under the Code to
constitute the declaration or payment of a dividend (including pursuant to
Section 304 of the Code) without obtaining the prior written consent of Brink’s
(such prior written consent not to be unreasonably withheld).

       

                 (f)  Procedures Regarding
Opinions and Rulings.  If BHS notifies Brink’s that it desires
to take one of the actions described in clauses (i) through (vi) of Section
7.02(c) (a “Notified
Action”), Brink’s and BHS shall reasonably cooperate to attempt to obtain
the ruling or opinion referred to in Section 7.02(c), unless Brink’s shall have
waived the requirement to obtain such ruling or opinion.

       

      (g)  Rulings or Unqualified Tax
Opinions at BHS’s Request.  Brink’s agrees that at the
reasonable request of BHS pursuant to Section 7.02(c) Brink’s shall
cooperate with BHS and use reasonable best efforts to seek to obtain, as
expeditiously as possible, a supplemental Ruling from the IRS or an Unqualified
Tax Opinion for the purpose of permitting BHS to take the Notified
Action.  In no event shall Brink’s be required to file any Ruling
Request under this Section 7.03(b) unless BHS represents that (A) it has read
the Ruling Request and (B) all information and representations, if any, relating
to any member of the BHS Group contained in the Ruling Request documents are
(subject to any qualifications therein) true, correct and
complete.  BHS shall reimburse Brink’s for all reasonable costs and
expenses incurred by the Brink’s Group in obtaining a Ruling or Unqualified Tax
Opinion requested by BHS within 10 business days after receiving an invoice from
Brink’s therefor.

       

      (h)  Rulings or Unqualified Tax
Opinions at Brink’s Request.  Brink’s shall have the right to
obtain a supplemental Ruling or an Unqualified Tax Opinion at any time in its
sole and absolute discretion.  If Brink’s determines to obtain a
supplemental Ruling or an Unqualified Tax Opinion, BHS shall (and shall cause
each Affiliate of BHS to) cooperate with Brink’s and take any and all actions
reasonably requested by Brink’s in connection with obtaining the Ruling or
Unqualified Tax Opinion (including, without limitation, by making any
representation or reasonable covenant or providing any materials or information
requested by the IRS or Tax Advisor; provided that BHS shall not be required to
make (or cause any Affiliate of BHS to make) any representation or covenant that
is inconsistent with historical facts or as to future matters or events over
which it has no control). Brink’s and BHS shall each bear its own costs and
expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by
Brink’s.

       

       

      
        
          
          

        

        
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      (i)  BHS hereby agrees that
Brink’s shall have sole and exclusive control over the process of obtaining any
Ruling, and that only Brink’s shall apply for a Ruling.  In connection
with obtaining a Ruling pursuant to Section 7.04(b), (A) Brink’s shall keep BHS
informed in a timely manner of all material actions taken or proposed to be
taken by Brink’s in connection therewith; (B) Brink’s shall (1) reasonably
in advance of the submission of any Ruling Request documents provide BHS with a
draft copy thereof, (2) reasonably consider BHS’s comments on such draft
copy and (3) provide BHS with a final copy; and (C) Brink’s shall provide
BHS with notice reasonably in advance of, and BHS shall have the right to
attend, any formally scheduled meetings with the IRS (subject to the approval of
the IRS) that relate to such Ruling.  Neither BHS nor any BHS Affiliate
shall seek any guidance from the IRS or any other Tax Authority (whether
written, verbal or otherwise) at any time concerning the Transactions (including
the impact of any transaction on the Transactions).

       

                               SECTION 7.03.  Liability for Tax-Related
Losses.  (a)  Notwithstanding anything in this
Agreement or the Separation and Distribution Agreement to the contrary, BHS
shall be responsible for, and shall indemnify and hold harmless Brink’s and its
Affiliates and each of their respective officers, directors and employees from
and against, one hundred percent (100%) of any Tax-Related Losses that are
attributable to or result from any one or more of the following:  (A)
the acquisition of all or a portion of the stock or assets of any member of the
BHS Group by any means whatsoever by any Person, (B) any negotiations,
understandings, agreements or arrangements by BHS with respect to transactions
or events (including, without limitation, stock issuances, pursuant to the
exercise of stock options or otherwise, option grants, capital contributions or
acquisitions, or a series of such transactions or events) that cause the
Distribution to be treated as part of a plan pursuant to which one or more
Persons acquire directly or indirectly stock of BHS representing a Fifty-Percent
or Greater Interest therein, (C) any action or failure to act by BHS after the
Distribution (including, without limitation, any amendment to BHS’s certificate
of incorporation (or other organizational documents), whether through a
shareholder vote or otherwise) affecting the relative voting rights of any class
of BHS Capital Stock (including, without limitation, through the conversion of
any class of BHS Capital Stock into another class of BHS Capital Stock), (D) any
act or failure to act by BHS or any BHS Affiliate described in Section 7.02
(regardless whether such act or failure to act is covered by a Ruling,
Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section
7.02(c) or a Board Certificate described in Section 7.02(d)) or (E) any
breach by BHS of its agreement and representation set forth in Section
7.01.

       

       

      
        
          
          

        

        
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      (b)  For purposes of
calculating the amount and timing of any Tax-Related Loss for which BHS is
responsible under this Section 7.04, Tax-Related Losses shall be calculated by
assuming that Brink’s, the Brink’s Affiliated Group and each member of the
Brink’s Group (i) pay Tax at the highest marginal corporate Tax rates in effect
in each relevant taxable year and (ii) have no Tax Attributes in any relevant
taxable year.

       

      (c)  BHS shall not be
entitled to any refund (or any interest thereon received from the applicable Tax
Authority) of Taxes for which BHS is responsible under this Section 7.04, and
Section 6.02 shall not apply to any Tax Benefit that Brink’s realizes as a
result of an adjustment to any Taxes for which a member of the BHS Group is
responsible under this Section 7.04.

       

      (d)  BHS shall pay Brink’s
the amount of any Tax-Related Losses for which BHS is responsible under this
Section 7.04:  (A) in the case of Tax-Related Losses described in
clause (i) of the definition of Tax-Related Losses no later than 2 business
days prior to the date Brink’s files, or causes to be filed, the applicable Tax
Return for the year of the Distribution (the “Filing Date”)
(provided that if such Tax-Related Losses arise pursuant to a Final
Determination described in clause (a), (b) or (c) of the definition of “Final Determination”,
then BHS shall pay Brink’s no later than 2 business days after the date of such
Final Determination with interest calculated at the Prime Rate plus two percent,
compounded semiannually, from the date that is 2 business days prior to the
Filing Date through the date of such Final Determination) and (B) in the case of
Tax-Related Losses described in clause (ii) or (iii) of the definition of
Tax-Related Losses, no later than 2 business days after the date Brink’s
pays such Tax-Related Losses.

       

       

      ARTICLE VIII

       

      Assistance
and Cooperation

       

                               SECTION 8.01.  Assistance and
Cooperation.  (a)  After the Distribution, the
Companies shall cooperate (and cause their respective Affiliates to cooperate)
with each other and with each other’s agents, including accounting firms and
legal counsel, in connection with Tax matters relating to the Companies and
their Affiliates including (i) preparation and filing of Tax Returns, (ii)
determining the liability for and amount of any Taxes due (including estimated
Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of
Tax Returns and (iv) any administrative or judicial proceeding in respect of
Taxes assessed or proposed to be assessed.  Such cooperation shall
include making all information and documents in their possession relating to the
other Company and its Affiliates available to such other Company as provided in
Article IX.  Each of the Companies shall also make available to
the other, as reasonably requested and available, personnel (including officers,
directors, employees and agents of the Companies or their respective Affiliates)
responsible for preparing, maintaining and interpreting information and
documents relevant to Taxes, and personnel reasonably required as witnesses or
for purposes of providing information or documents in connection with any
administrative or judicial proceedings relating to Taxes.

       

       

      
        
          
          

        

        
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      (b)  Any information or
documents provided under this Article VIII shall be kept confidential by
the Company receiving the information or documents, except as may otherwise be
necessary in connection with the filing of Tax Returns or in connection with any
administrative or judicial proceedings relating to
Taxes.  Notwithstanding any other provision of this Agreement or any
other agreement, (i) neither Brink’s nor any Brink’s Affiliate shall be required
to provide BHS, any BHS Affiliate or any other Person access to or copies of any
information or procedures (including the proceedings of any Tax Contest) other
than information or procedures that relate solely to BHS, a BHS Affiliate or the
business or assets of BHS or any BHS Affiliate and (ii) in no event shall
Brink’s or any Brink’s Affiliate be required to provide BHS, any BHS Affiliate
or any other Person access to or copies of any information if such action could
reasonably be expected to result in the waiver of any Privilege.  In
addition, in the event that Brink’s determines that the provision of any
information to BHS or any BHS Affiliate could be commercially detrimental,
violate any law or agreement or waive any Privilege, the parties shall use
reasonable best efforts to permit compliance with its obligations under this
Article VIII in a manner that avoids any such harm or consequence.

       

                               SECTION 8.02.  Income Tax Return
Information.  BHS and Brink’s acknowledge that time is of the
essence in relation to any request for information, assistance or cooperation
made by Brink’s or BHS pursuant to Section 8.01 or this Section
8.02.  BHS and Brink’s acknowledge that failure to conform to the
deadlines set forth herein or reasonable deadlines otherwise set by Brink’s or
BHS could cause irreparable harm.

       

      (a)  Each Company shall
provide to the other Company information and documents relating to its Group
required by the other Company to prepare Tax Returns.  Any information
or documents the Responsible Company requires to prepare such Tax Returns shall
be provided in such form as the Responsible Company reasonably requests and in
sufficient time for the Responsible Company to file such Tax Returns on a timely
basis.

       

      (b)  At BHS’s sole expense,
BHS shall provide to Brink’s the information reasonably requested in writing by
Brink’s in connection with the preparation of Tax Returns in accordance with the
deadlines set forth in such written request.

       

       

      
        
          
          

        

        
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      (c)  In the event that BHS
fails to provide any information requested by Brink’s pursuant to Section 8.01
or this Section 8.02, within the deadlines as set forth herein (or otherwise
reasonably set by Brink’s and agreed to by BHS, such agreement not to be
unreasonably withheld), Brink’s shall have the right to engage a nationally
recognized public accounting firm of its choice (the “Accountant”), in its
sole and absolute discretion, to gather such information directly from BHS or
any other members of the BHS Group.  BHS agrees, and will cause all other
members of the BHS Group to agree, upon 10  business days’ notice by
Brink’s, in the case of a failure by BHS to provide information pursuant to
Section 8.01 or this Section 8.02, to permit any such Accountant full access to
all records or other information requested by such Accountant that are in the
possession of BHS or any member of the BHS Group during reasonable business
hours.  BHS agrees promptly to pay Brink’s all reasonable costs and
expenses incurred by Brink’s in connection with the engagement of such
Accountant.

       

                               SECTION 8.03.  Reliance.  If
any member of one Group (the “Supplier Group”)
supplies information to a member of the other Group (the “Signing Group”) in
connection with a Tax liability and an officer of a member of the Signing Group
signs a statement or other document under penalties of perjury in reliance upon
the accuracy of such information, then upon the written request of such member
of the Signing Group identifying the information being so relied upon, the chief
financial officer of the Supplier Group (or any officer of the Supplier Group as
designated by the chief financial officer of the Supplier Group) shall certify
in writing that to his or her knowledge (based upon consultation with
appropriate employees) the information so supplied is accurate and
complete.  The Company that is a member of the Supplier Group agrees to
indemnify and hold harmless each member of the Signing Group and its directors,
officers and employees from and against any fine, penalty or other cost or
expense of any kind attributable to a member of the Supplier Group having
supplied, pursuant to this Article VIII, a member of the Signing Group with
inaccurate or incomplete information in connection with a Tax
liability.

       

       

      ARTICLE IX

       

      Tax
Records

       

                               SECTION 9.01.  Retention of Tax
Records.  Each Company shall preserve and keep all Tax Records
exclusively relating to the assets and activities of its Group for Pre-Closing
Periods (and the portion, ending on the Closing Date, of any Tax Period that
includes but does not end on the Closing Date), and Brink’s shall preserve and
keep all other Tax Records relating to Taxes of the Groups for Pre-Closing
Periods until the later of (i) the expiration of any applicable statutes of
limitation, and (ii) 7  years after the Closing Date.  After
such earlier date, each Company may dispose of such records upon 90 days’
prior written notice to the other Company.  If, prior to the
expiration of the applicable statute of limitation or such seven-year period, a
Company reasonably determines that any Tax Records that it would otherwise be
required to preserve and keep under this Article IX are no longer material
in the administration of any matter under the Code or other applicable Tax Law
and the other Company agrees, then such first Company may dispose of such
records upon 90 days’ prior notice to the other Company.  Any
notice of an intent to dispose given pursuant to this Section 9.01 shall include
a list of the records to be disposed of describing in reasonable detail each
file, book or other record accumulation being disposed.  The notified
Company shall have the opportunity, at its cost and expense, to copy or remove,
within such 90-day period, all or any part of such Tax Records.

       

       

      
        
          
          

        

        
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                               SECTION 9.02.  Access to Tax
Records.  The Companies and their respective Affiliates shall
make available to each other for inspection and copying during normal business
hours upon reasonable notice all Tax Records in their possession to the extent
reasonably required by the other Company in connection with the preparation of
Tax Returns, audits, litigation or the resolution of items under this
Agreement.

       

       

      ARTICLE X

       

      Tax
Contests

       

                               SECTION 10.01.  Notice.  Each
of the parties shall provide prompt notice to the other party of any written
communication from a Tax Authority regarding any pending or threatened Tax
audit, assessment or proceeding or other Tax Contest of which it becomes aware
related to Taxes for Tax Periods for which it is indemnified by the other party
hereunder.  Such notice shall attach copies of the pertinent portion
of any written communication from a Tax Authority and contain factual
information (to the extent known) describing any asserted Tax liability in
reasonable detail and shall be accompanied by copies of any notice and other
documents received from any Tax Authority in respect of any such
matters.

       

                               SECTION 10.02.  Control of Tax
Contests.  (a)  Brink’s
Returns.  In the case of any Tax Contest with respect to any
(i) Brink’s Federal Consolidated Income Tax Return, (ii) Brink’s State Combined
Income Tax Return, (iii) any other Joint Return or (iv) any Brink’s Separate
Return, Brink’s shall have exclusive control over the Tax Contest, including
exclusive authority with respect to any settlement of Tax liability arising from
such Tax Contest.  Brink’s shall keep BHS informed in a timely manner
regarding such Tax Contests to the extent relating to the BHS Business, the BHS
Group or the assets transferred to BHS pursuant to the Transactions insofar as
such Tax Contests would reasonably be expected to affect the BHS
Group.

       

      (b)  BHS Separate
Returns.  In the case of any Tax Contest with respect to a BHS
Separate Return, BHS shall have exclusive control over the Tax Contest,
including exclusive authority with respect to any settlement of Tax liability
arising from such Tax Contest.

       

      (c)  Distribution-Related
Proceedings.  In the event of any Distribution-Related
Proceeding as a result of which BHS could reasonably be expected to become
liable for any Tax-Related Losses that Brink’s is entitled to control under this
Article 10, (A) Brink’s shall consult with BHS reasonably in advance of taking
any significant action in connection with such Distribution-Related Proceeding,
(B) Brink’s shall consult with BHS and offer BHS a reasonable opportunity to
comment before submitting any written materials prepared or furnished in
connection with such Distribution-Related Proceeding, (C) Brink’s shall defend
such Distribution-Related Proceeding diligently and in good faith and (D)
Brink’s shall provide BHS copies of any written materials relating to such
Distribution-Related Proceeding received from the relevant Tax
Authority.

       

       

      
        
          
          

        

        
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      ARTICLE XI

       

      Effective
Date; Termination of Prior Intercompany Tax Allocation Agreements

       

      This Agreement shall be effective as of
the date hereof.  As of the date hereof, all prior intercompany Tax
allocation agreements or arrangements relating to one or more members of the
Brink’s Group, on the one hand, and one or more members of the BHS Group, on the
other hand, shall be terminated, and no member of any Group shall have any right
or obligation in respect of any member of the other Group
thereunder.

       

       

      ARTICLE XII

       

      Survival
of Obligations

       

      The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.

       

       

      ARTICLE XIII

       

      Treatment
of Payments; Tax Gross Up

       

                               SECTION 13.01.  Treatment of Tax Indemnity
and Tax Benefit Payments.  In the absence of any change in Tax
treatment under the Code or other applicable Tax Law:

       

      (a)  any Tax indemnity
payments made by a Company under Article V shall be reported for Tax
purposes by the payor and the recipient as distributions or capital
contributions, as appropriate, occurring immediately before the Distribution
(but only to the extent the payment does not relate to a Tax allocated to the
payor in accordance with Section 1552 of the Code or the regulations thereunder
or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles
of other applicable Tax Laws)) or as payments of an assumed or retained
liability, and

       

      (b)  any Tax Benefit payments
made by a Company under Article VI, shall be reported for Tax purposes by
the payor and the recipient as distributions or capital contributions, as
appropriate, occurring immediately before the Distribution (but only to the
extent the payment does not relate to a Tax allocated to the payor in accordance
with Section 1552 of the Code or the regulations thereunder or Treasury
Regulation Section 1.1502-33(d) (or under corresponding principles of other
applicable Tax Laws)) or as payments of an assumed or retained
liability.

       

       

      
        
          
          

        

        
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                               SECTION 13.02.  Tax Gross
Up.  If, notwithstanding the manner in which Tax indemnity
payments and Tax Benefit payments were reported, there is an adjustment to the
Tax liability of a Company as a result of its receipt of a payment pursuant to
this Agreement, such payment shall be appropriately adjusted so that the amount
of such payment, reduced by the amount of all income Taxes payable with respect
to the receipt thereof (but taking into account all correlative Tax Benefits
resulting from the payment of such income Taxes), shall equal the amount of the
payment that the Company receiving such payment would otherwise be entitled to
receive pursuant to this Agreement.

       

                               SECTION 13.03.  Interest Under This
Agreement.  Anything herein to the contrary notwithstanding, to
the extent one Company (“Indemnitor”) makes a
payment of interest to another Company (“Indemnitee”) under
this Agreement with respect to the period from the date that the Indemnitee made
a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed
the Indemnitee for such Tax payment, the interest payment shall be treated as
interest expense to the Indemnitor (deductible to the extent provided by law)
and as interest income by the Indemnitee (includible in income to the extent
provided by law).  The amount of the payment shall not be adjusted
under Section 13.02 to take into account any associated Tax Benefit to the
Indemnitor or Tax Detriment to the Indemnitee.

       

       

      ARTICLE XIV

       

      Disagreements

       

      The Companies mutually desire that
collaboration will continue between them.  Accordingly, they will try,
and they will cause their respective Group members to try, to resolve in an
amicable manner all disagreements and misunderstandings connected with their
respective rights and obligations under this Agreement, including any amendments
hereto.  In furtherance thereof, in the event of any dispute or
disagreement (other than a High-Level Dispute) (a “Tax Arbitrator
Dispute”) between the Companies as to the interpretation of any provision
of this Agreement or the performance of obligations hereunder, the Tax
departments of the Companies shall negotiate in good faith to resolve the Tax
Arbitrator Dispute.  If such good faith negotiations do not resolve
the Tax Arbitrator Dispute, then the matter, upon written request of either
Company, will be referred to a tax lawyer or accountant acceptable to each of
the Companies (the “Tax
Arbitrator”).  The Tax Arbitrator may, in its discretion,
obtain the services of any third-party appraiser, accounting firm or consultant
that the Tax Arbitrator deems necessary to assist it in resolving such
disagreement.  The Tax Arbitrator shall furnish written notice to the
Companies of its resolution of any such Tax Arbitrator Dispute as soon as
practical, but in any event no later than 45 days after its acceptance of the
matter for resolution.  Any such resolution by the Tax Arbitrator will
be conclusive and binding on the Companies.  Following receipt of the
Tax Arbitrator’s written notice to the Companies of its resolution of the Tax
Arbitrator Dispute, the Companies shall each take or cause to be taken any
action necessary to implement such resolution of the Tax
Arbitrator.  In accordance with Article XVI, each Company shall
pay its own fees and expenses (including the fees and expenses of its
representatives) incurred in connection with the referral of the matter to the
Tax Arbitrator.  All fees and expenses of the Tax Arbitrator in
connection with such referral shall be shared equally by the
Companies.  Any High-Level Dispute shall be resolved pursuant to the
procedures set forth in Article VIII of the Separation and Distribution
Agreement.  Nothing in this Article XIV will prevent either
Company from seeking injunctive relief if any delay resulting from the efforts
to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay
resulting from the efforts to resolve any High-Level Dispute through the
procedures set forth in Article VIII of the Separation and Distribution
Agreement) could result in serious and irreparable injury to either
Company.

       

       

      
        
          
          

        

        
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      ARTICLE XV

       

      Late
Payments

       

      Any amount owed by one party to another
party under this Agreement that is not paid when due shall bear interest at the
Prime Rate plus 2%, compounded semiannually, from the due date of the
payment to the date paid.  To the extent interest required to be paid
under this Article XV duplicates interest required to be paid under any
other provision of this Agreement, interest shall be computed at the higher of
the interest rate provided under this Article XV or the interest rate
provided under such other provision.

       

       

      ARTICLE XVI

       

      Expenses

       

      Except as otherwise provided in this
Agreement, each party and its Affiliates shall bear their own expenses incurred
in connection with preparation of Tax Returns, Tax Contests, and other matters
related to Taxes under the provisions of this Agreement.

       

       

      ARTICLE XVII

       

      General
Provisions

       

                               SECTION 17.01.  Addresses and
Notices.  All notices or other communications under this
Agreement shall be in writing and shall be deemed to be duly given when (a)
delivered in person or (b) deposited in the United States mail or private
express mail, postage prepaid, addressed as follows:

       

      If to
Brink’s, to:

      The
Brink’s Company

      P.O. Box
18100

      1801
Bayberry Court

      Richmond,
VA 23226

       

       

      
        
          
          

        

        
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        Attn: [
]1

        Facsimile:

         

      

      If to
BHS, to:

      [
]

      8880
Esters Boulevard

      Irving,
Texas 75063

      Attn: [
]2


      Either party may, by notice to the
other party, change the address to which such notices are to be
given.

       

                               SECTION 17.02.  Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.

       

                               SECTION 17.03.  Waiver.  Waiver
by any party hereto of any default by any other party hereto of any provision of
this Agreement shall not be deemed a waiver by the waiving party of any
subsequent or other default.

       

                               SECTION 17.04.  Severability.  If
any provision of this Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of
such provision to Persons or circumstances or in jurisdictions other than those
as to which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to either
party.  Upon any such determination, the parties shall negotiate in
good faith in an effort to agree upon a suitable and equitable provision to
effect the original intent of the parties.

       

                               SECTION 17.05.  Authority.  Each
of the parties represents to the other that (a) it has the corporate or other
requisite power and authority to execute, deliver and perform this Agreement,
(b) the execution, delivery and performance of this Agreement have been duly
authorized by all necessary corporate or other action, (c) it has duly and
validly executed and delivered this Agreement, and (d) this Agreement is a
legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and
general equity principles.

       

                               SECTION 17.06.  Further
Action.  The parties shall execute and deliver all documents,
provide all information, and take or refrain from taking action as may be
necessary or appropriate to achieve the purposes of this Agreement, including
the execution and delivery to the other parties and their Affiliates and
representatives of such powers of attorney or other authorizing documentation as
is reasonably necessary or appropriate in connection with Tax Contests (or
portions thereof) under the control of such other parties in accordance with
Article X.

       

      _________________

      
        1 To be
confirmed.

         

        
          2 To be
confirmed.

        

      

       

       

      
        
          
          

        

        
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                               SECTION 17.07.  Integration.  This
Agreement, together with each of the exhibits and schedules appended hereto,
constitutes the final agreement between the parties, and is the complete and
exclusive statement of the parties’ agreement on the matters contained
herein.  All prior and contemporaneous negotiations and agreements
between the parties with respect to the matters contained herein are superseded
by this Agreement, as applicable.  In the event of any inconsistency
between this Agreement and the Separation and Distribution Agreement, or any
other agreements relating to the transactions contemplated by the Separation and
Distribution Agreement, with respect to matters addressed herein, the provisions
of this Agreement shall control.

       

                               SECTION 17.08.  Construction.  The
language in all parts of this Agreement shall in all cases be construed
according to its fair meaning and shall not be strictly construed for or against
any party.  The captions, titles and headings included in this
Agreement are for convenience only, and do not affect this Agreement’s
construction or interpretation.  Unless otherwise indicated, all
“Section” and “Article” references in this Agreement are to sections and
articles of this Agreement.

       

                               SECTION 17.09.  No Double
Recovery.  No provision of this Agreement shall be construed to
provide an indemnity or other recovery for any costs, damages, or other amounts
for which the damaged party has been fully compensated under any other provision
of this Agreement or under any other agreement or action at law or
equity.  Unless expressly required in this Agreement, a party shall
not be required to exhaust all remedies available under other agreements or at
law or equity before recovering under the remedies provided in this
Agreement.

       

                               SECTION 17.10.  Counterparts.  The
parties may execute this Agreement in multiple counterparts, each of which
constitutes an original as against the party that signed it, and all of which
together constitute one agreement.  This Agreement is effective upon
delivery of one executed counterpart from each party to the other
party.  The signatures of both parties need not appear on the same
counterpart.  The delivery of signed counterparts by facsimile or
email transmission that includes a copy of the sending party’s signature is as
effective as signing and delivering the counterpart in person.

       

                               SECTION
17.11.  Governing
Law.  This Agreement shall be governed by and construed and
interpreted in accordance with the law of the State of New York irrespective of
the choice of law principles of the State of New York, as to all matters,
including matters of validity, construction, effect, enforceability, performance
and remedies.

       

                               SECTION 17.12.  Jurisdiction.  Any
action or proceeding arising out of or relating to this Agreement shall be
brought in the courts of the State of Virginia or in the United States District
Court for the Eastern District of Virginia (if any party to such action or
proceeding has or can acquire jurisdiction), and each of the parties hereto
irrevocably submits to the exclusive jurisdiction of each such court in any such
action or proceeding, waives any objection it may now or hereafter have to venue
or to convenience of forum, agrees that all claims in respect of the action or
proceeding shall be heard and determined only in any such court and agrees not
to bring any action or proceeding arising out of or relating to this Agreement
in any other court.

       

       

      
        
          
          

        

        
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                               SECTION 17.13.  Amendment.  No
provisions of this Agreement shall be deemed waived, amended, supplemented or
modified by any party hereto, unless such waiver, amendment, supplement or
modification is in writing and signed by the authorized representative of the
party against whom it is sought to enforce such waiver, amendment, supplement or
modification.

       

                               SECTION 17.14.  BHS
Subsidiaries.  If, at any time, BHS or Brink’s, respectively,
acquires or creates one or more subsidiaries that are includable in the BHS
Group or the Brink’s Group, respectively, they shall be subject to this
Agreement and all references to the BHS Group or Brink’s Group, respectively,
herein shall thereafter include a reference to such subsidiaries.

       

                               SECTION 17.15.  Successors.  This
Agreement shall be binding on and inure to the benefit of any successor by
merger, acquisition of assets, or otherwise, to any of the parties hereto
(including but not limited to any successor of Brink’s or BHS succeeding to the
Tax Attributes of either under Section 381 of the Code), to the same extent as
if such successor had been an original party to this Agreement.

       

                               SECTION 17.16.  Injunctions.  The
parties acknowledge that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with its
specific terms or were otherwise breached.  The parties hereto shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in
equity.

       

      
 

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized representatives as
of the date set forth above.

       

      
        	 
      	
                THE
      BRINK’S COMPANY,

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                by

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                BRINK’S
      HOME SECURITY HOLDINGS, INC.,

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                by

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

     

     

     

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