ex10-1.htm


    Exhibit
10.1

     

    EXECUTION
COPY

     

     

    
    

     

    
      	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      


      SEPARATION
AND DISTRIBUTION AGREEMENT

       

       

      By and
Between

       

       

      THE
BRINK’S COMPANY

       

       

      and

       

       

      BRINK’S
HOME SECURITY HOLDINGS, INC.

       

      Dated as
of October 31, 2008

       

       

       

       

       

       

       

       

       

       

       

       

       

      
         

        
        

         

        
          	 


        

         

      

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      


      TABLE
OF CONTENTS

       

      Page

       

       

      ARTICLE
I

       

      Definitions

       

      
        


         

        ARTICLE
II

         

        The
Separation

         

        
          	
                  SECTION
      2.01.

                	
                  Transfer
      of Assets and Assumption of Liabilities

                	
                  8

                
	
                  SECTION
      2.02.

                	
                  Termination
      of Agreements

                	
                  8

                
	
                  SECTION
      2.03.

                	
                  Disclaimer
      of Representations and Warranties

                	
                  9

                
	
                  SECTION
      2.04.

                	
                  Release
      of Obligations Under Existing Credit Facility

                	
                  9

                
	
                  SECTION
      2.05.

                	
                  Replacement
      of Credit Support

                	
                  10

                
	
                  SECTION
      2.06.

                	
                  Replacement
      of Cash Concentration Account

                	
                  10

                


        

         

        ARTICLE
III

         

        Actions
Pending the Distribution

         

        
          	
                  SECTION
      3.01.

                	
                  Actions
      Prior to the Distribution

                	
                  10

                
	
                  SECTION
      3.02.

                	
                  Conditions
      Precedent to Consummation of the Distribution

                	
                  11

                


        

         

        ARTICLE
IV

         

        The
Distribution

         

        
          	
                  SECTION
      4.01.

                	
                  The
      Distribution

                	
                  12

                
	
                  SECTION
      4.02.

                	
                  Sole
      Discretion of Brink’s

                	
                  13

                


        

         

        ARTICLE
V

         

        Mutual
Releases; Indemnification

         

        
          	
                  SECTION
      5.01.

                	
                  Release
      of Pre-Closing Claims

                	
                  13

                
	
                  SECTION
      5.02.

                	
                  Indemnification
      by BHS

                	
                  15

                
	
                  SECTION
      5.03.

                	
                  Indemnification
      by Brink’s

                	
                  16

                
	
                  SECTION
      5.04.

                	
                  Indemnification
      of Third Party Claims

                	
                  16

                
	
                  SECTION
      5.05.

                	
                  Indemnification
      Obligations Net of Insurance Proceeds and Other Amounts

                	
                  16

                
	
                  SECTION
      5.06.

                	
                  Procedures
      for Indemnification of Third Party Claims

                	
                  17

                
	
                  SECTION
      5.07.

                	
                  Additional
      Matters

                	
                  18

                
	
                  SECTION
      5.08.

                	
                  Remedies
      Cumulative

                	
                  19

                
	
                  SECTION
      5.09.

                	
                  Survival
      of Indemnities

                	
                  19

                
	
                  SECTION
      5.10.

                	
                  Limitation
      on Liability

                	
                  19

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        ARTICLE
VI

         

        Insurance
Matters

         

        
          	
                  SECTION
      6.01.

                	
                  Insurance
      Matters

                	
                  19

                


        

         

        ARTICLE
VII

         

        Exchange
of Information; Confidentiality

         

        
          	
                  SECTION
      7.01.

                	
                  Agreement
      for Exchange of Information; Archives

                	
                  21

                
	
                  SECTION
      7.02.

                	
                  Ownership
      of Information

                	
                  22

                
	
                  SECTION
      7.03.

                	
                  Compensation
      for Providing Information

                	
                  22

                
	
                  SECTION
      7.04.

                	
                  Limitations
      on Liability

                	
                  23

                
	
                  SECTION
      7.05.

                	
                  Other
      Agreements Providing for Exchange of Information

                	
                  23

                
	
                  SECTION
      7.06.

                	
                  Production
      of Witnesses; Records; Cooperation

                	
                  23

                
	
                  SECTION
      7.07.

                	
                  Confidentiality

                	
                  24

                
	
                  SECTION
      7.08.

                	
                  Protective
      Arrangements

                	
                  24

                


        

         

        ARTICLE
VIII

         

        Dispute
Resolution

         

        
          	
                  SECTION
      8.01.

                	
                  Disputes

                	
                  25

                
	
                  SECTION
      8.02.

                	
                  Escalation;
      Mediation

                	
                  25

                
	
                  SECTION
      8.03.

                	
                  Court
      Actions

                	
                  26

                


        

         

        ARTICLE
IX

         

        Further
Assurances and Additional Covenants

         

        
          	
                  SECTION
      9.01.

                	
                  Further
      Assurances

                	
                  26

                


        

         

        ARTICLE
X

         

        Termination

         

        
          	
                  SECTION
      10.01.

                	
                  Termination

                	
                  27

                
	
                  SECTION
      10.02.

                	
                  Effect
      of Termination

                	
                  27

                


        

         

        ARTICLE
XI

         

        Miscellaneous

         

        
          	
                  SECTION
      11.01.

                	
                  Counterparts;
      Entire Agreement; Corporate Power

                	
                  27

                
	
                  SECTION
      11.02.

                	
                  Governing
      Law

                	
                  28

                
	
                  SECTION
      11.03.

                	
                  Assignability

                	
                  28

                
	
                  SECTION
      11.04.

                	
                  Third
      Party Beneficiaries

                	
                  28

                
	
                  SECTION
      11.05.

                	
                  Notices

                	
                  29

                
	
                  SECTION
      11.06.

                	
                  Severability

                	
                  29

                
	
                  SECTION
      11.07.

                	
                  Force
      Majeure

                	
                  29

                


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  SECTION
      11.08.

                	
                  Publicity

                	
                  30

                
	
                  SECTION
      11.09.

                	
                  Expenses

                	
                  30

                
	
                  SECTION
      11.10.

                	
                  Headings

                	
                  30

                
	
                  SECTION
      11.11.

                	
                  Survival
      of Covenants

                	
                  30

                
	
                  SECTION
      11.12.

                	
                  Waivers
      of Default

                	
                  30

                
	
                  SECTION
      11.13.

                	
                  Specific
      Performance

                	
                  30

                
	
                  SECTION
      11.14.

                	
                  Amendments

                	
                  30

                
	
                  SECTION
      11.15.

                	
                  Interpretation

                	
                  31

                
	
                  SECTION
      11.16.

                	
                  Jurisdiction;
      Service of Process

                	
                  31

                
	
                  SECTION
      11.17.

                	
                  Currency

                	
                  31

                
	
                  SECTION
      11.18.

                	
                  Late
      Payments

                	
                  31

                


        

        


      

       

      Schedule
I

       

       

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      


       

      SEPARATION
AND DISTRIBUTION AGREEMENT

       

      THIS
SEPARATION AND DISTRIBUTION AGREEMENT dated as of October 31, 2008, is by
and between THE BRINK’S COMPANY, a Virginia corporation (“Brink’s”), and
BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (“BHS”).  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
assigned to them in Article I hereof.

       

      R E C I T
A L S

       

      WHEREAS,
the board of directors of Brink’s has determined that it is in the best
interests of Brink’s and its shareholders to separate the existing businesses of
Brink’s into two independent businesses;

       

      WHEREAS,
in furtherance of the foregoing, it is appropriate and desirable to effect the
Separation and the Distribution, each as more fully described in this Agreement
and the Ancillary Agreements;

       

      WHEREAS,
Brink’s and BHS have prepared, and BHS has filed with the Commission, the
Form 10, which includes the Information Statement and sets forth
appropriate disclosure concerning BHS and the Distribution;

       

      WHEREAS,
the Distribution is intended to qualify as a tax-free spin-off under
Section 355 of the Code; and

       

      WHEREAS,
it is appropriate and desirable to set forth the principal corporate
transactions required to effect the Separation, the Distribution and certain
other agreements that will govern certain matters relating to the Separation,
the Distribution and the relationship of Brink’s, BHS and their respective
Subsidiaries following the Distribution.

       

      NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained in this Agreement, the Parties, intending to be legally bound, hereby
agree as follows:

       

      ARTICLE I

       

      Definitions

       

      For the
purpose of this Agreement, the following terms shall have the following
meanings:

       

      “Action” means any
demand, action, suit, countersuit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Authority or any federal, state,
local, foreign or international arbitration or mediation tribunal.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Affiliate” of any
Person means a Person that controls, is controlled by or is under common control
with such Person.  As used herein, “control” of any entity means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such entity, whether through
ownership of voting securities or other interests, by contract or
otherwise.

       

      “Agent” means the
distribution agent to be appointed by Brink’s to distribute to the shareholders
of Brink’s, pursuant to the Distribution, the shares of BHS Common Stock held by
Brink’s.

       

      “Agreement” means this
Separation and Distribution Agreement, including the Schedule
hereto.

       

      “Ancillary Agreements”
means the Brand Licensing Agreement, the Employee Matters Agreement, the
Non-Compete Agreement, the Transition Services Agreement, the Tax Matters
Agreement and any instruments, assignments and other documents and agreements
executed in connection with the implementation of the transactions contemplated
by this Agreement, including Article II.

       

      “Assets” means assets,
properties and rights (including goodwill), wherever located (including in the
possession of vendors or other third parties or elsewhere), whether real,
personal or mixed, tangible, intangible or contingent, in each case whether or
not recorded or reflected or required to be recorded or reflected on the books
and records or financial statements of any Person, including the
following:

       

      (a) all
accounting and other books, records and files, whether in paper, microfilm,
microfiche, computer tape or disc, magnetic tape or any other form;

       

      (b) all
apparatus, computers and other electronic data processing equipment, fixtures,
machinery, furniture, office and other equipment, automobiles, trucks, aircraft,
rolling stock, vessels, motor vehicles and other transportation equipment,
special and general tools, test devices, prototypes and models and other
tangible personal property;

       

      (c) all
inventories of materials, parts, raw materials, supplies, work-in-process and
finished goods and products;

       

      (d) all
interests in real property of whatever nature, including easements, whether as
owner, mortgagee or holder of a Security Interest in real property, lessor,
sublessor, lessee, sublessee or otherwise;

       

      (e) all
interests in any capital stock or other equity interests of any Subsidiary or
any other Person; all bonds, notes, debentures or other securities issued by any
Subsidiary or any other Person; all loans, advances or other extensions of
credit or capital contributions to any Subsidiary or any other Person; and all
other investments in securities of any Person;

       

      (f) all
license agreements, leases of personal property, open purchase orders for raw
materials, supplies, parts or services, unfilled orders for the manufacture and
sale of products and other contracts, agreements or commitments and all rights
arising thereunder;

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      (g) all
letters of credit, performance bonds and other surety bonds;

       

      (h) all
written technical information, data, specifications, research and development
information, engineering drawings, operating and maintenance manuals and
materials and analyses prepared by consultants and other third
parties;

       

      (i) all
domestic and foreign patents, copyrights, trade names, trademarks, service marks
and registrations and applications for any of the foregoing, mask works, trade
secrets, inventions, other proprietary information and licenses from third
parties granting the right to use any of the foregoing;

       

      (j) all
computer applications, programs and other software, including operating
software, network software, firmware, middleware, design software, design tools,
systems documentation and instructions;

       

      (k) all
cost information, sales and pricing data, customer prospect lists, supplier
records, customer and supplier lists, customer and vendor data, correspondence
and lists, product literature, artwork, design, development and manufacturing
files, vendor and customer drawings, formulations and specifications, quality
records and reports and other books, records, studies, surveys, reports, plans
and documents;

       

      (l) all
prepaid expenses, trade accounts and other accounts and notes
receivables;

       

      (m) all
claims or rights against any Person arising from the ownership of any Asset, all
rights in connection with any bids or offers and all claims, choses in action or
similar rights, whether accrued or contingent;

       

      (n) all
rights under insurance policies and all rights in the nature of insurance,
indemnification or contribution;

       

      (o) all
licenses (including radio and similar licenses), permits, approvals and
authorizations that have been issued by any Governmental Authority;

       

      (p) cash
or cash equivalents, bank accounts, lock boxes and other deposit arrangements;
and

       

      (q)
interest rate, currency, commodity or other swap, collar, cap or other hedging
or similar agreements or arrangements.

       

      “BHS” has the meaning
set forth in the preamble.

       

      “BHS Business” means
the businesses and operations of BHS, BHS Inc. and BHS Canada.

       

      “BHS Canada” means
Brink’s Home Security Canada, Limited, a corporation organized under the laws of
British Columbia, Canada.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      “BHS Common Stock”
means the common stock, $0.00 par value per share, of BHS.

       

      “BHS Group” means BHS,
BHS Inc., BHS Canada and any other Affiliate of BHS immediately after the
Distribution.

       

      “BHS Inc.” means
Brink’s Home Security, Inc., a Delaware corporation.

       

      “BHS Indemnitees” has
the meaning set forth in Section 5.03.

       

      “BHS Stock Purchase
Amount” has the meaning set forth in Section 3.02(g).

       

      “Brand Licensing
Agreement” means the
Brand Licensing Agreement dated as of the Distribution Date between Network and
BHS.

       

      “Brink’s” has the
meaning set forth in the preamble.

       

      “Brink’s Business”
means (a) the business and operations of Brink’s and its Subsidiaries
(including Guarding) and other Affiliates immediately after the Distribution and
(b) except as otherwise expressly provided herein, any terminated, divested
or discontinued businesses or operations of Brink’s and its Subsidiaries and
other Affiliates.

       

      “Brink’s Cash Concentration
Account” has the meaning set forth in Section 2.06.

       

      “Brink’s Common Stock”
means the common stock, $1.00 par value per share, of Brink’s.

       

      “Brink’s Group” means
Brink’s and each of its Subsidiaries (including Guarding) and other
Affiliates immediately after the Distribution.

       

      “Brink’s Indemnitees”
has the meaning set forth in Section 5.02.

       

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

       

      “Commission” means the
Securities and Exchange Commission.

       

      “Consents” means any
consents, waivers or approvals from, or notification requirements to, any Person
other than a member of either Group.

       

      “Credit Support
Instruments” has the meaning set forth in
Section 2.05(a).

       

      “Distribution” means
the distribution, on a pro rata basis, by Brink’s to
the Record Holders of all the outstanding shares of BHS Common Stock owned by
Brink’s on the Distribution Date.

       

      “Distribution Date”
means the date determined in accordance with Section 3.02 on which the
Distribution occurs.

       

      “Escalation Notice”
has the meaning set forth in Section 8.02.

       

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

      “Exchange Act” means
the Securities Exchange Act of 1934, as amended, together with the rules and
regulations promulgated thereunder.

       

      “Form 10” means the
registration statement on Form 10 filed by BHS with the Commission to effect the
registration of BHS Common Stock pursuant to the Exchange Act in connection with
the Distribution, as such registration statement may be amended or supplemented
from time to time.

       

      “Governmental
Approvals” means any notices, reports or other filings to be given to or
made with, or any consents, registrations, approvals, permits or authorizations
to be obtained from, any Governmental Authority.

       

      “Governmental
Authority” shall mean any federal, state, local, foreign or international
court, government, department, commission, board, bureau, agency, official or
other legislative, judicial, regulatory, administrative or governmental
authority.

       

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

       

      “Guarding” means
Brink’s Guarding Services, Inc., a Delaware corporation.

       

      “Indemnifying Party”
has the meaning set forth in Section 5.05(a).

       

      “Indemnitee” has the
meaning set forth in Section 5.05(a).

       

      “Indemnity Payment”
has the meaning set forth in Section 5.05(a).

       

      “Information” means
information, whether or not patentable or copyrightable, in written, oral,
electronic or other tangible or intangible forms, stored in any medium,
including studies, reports, records, books, contracts, instruments, surveys,
discoveries, ideas, concepts, know-how, techniques, designs, specifications,
drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data,
computer data, disks, diskettes, tapes, computer programs or other software,
marketing plans, customer names, communications by or to attorneys (including
attorney-client privileged communications), memos and other materials prepared
by attorneys or under their direction (including attorney work product), and
other technical, financial, employee or business information or
data.

       

      “Information
Statement” means the Information Statement to be sent to each holder of
Brink’s Common Stock in connection with the Distribution.

       

      “Insurance Policies”
means the insurance policies written by insurance carriers, including those (if
any) affiliated with Brink’s, pursuant to which BHS or one or more of its
Subsidiaries after the Distribution Date (or their respective officers or
directors) will be insured or self-insured parties after the Distribution Date,
including policies or certifications related to (a) the State of Ohio
Bureau of Workers’ Compensation Fund, (b) the State of Washington
Department of Labor and Industries Fund, (c) any other monopolistic fund
of, or social security or similar program recognized in, any state in the United
States that provides workers’ compensation and employee liability insurance for
entities that elect to participate in such funds and (d) any monopolistic
fund of, or social security or similar program recognized in, any province in
Canada that provides workers’ compensation and employee liability
insurance.

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      “Insurance Proceeds”
means those monies:

       

      (a)
received by an insured (or its successor-in-interest) from an insurance
carrier;

       

      (b) paid
by an insurance carrier on behalf of the insured (or its successor-in-interest);
or

       

      (c)
received (including by way of set off) from any third party in the nature of
insurance, contribution or indemnification in respect of any
Liability;

       

      in any
such case net of any applicable premium adjustments (including reserves and
retrospectively rated premium adjustments) and net of any costs or expenses
incurred in the collection thereof.

       

      “Intercompany
Accounts” has the meaning set forth in Section 2.02(a).

       

      “Internal
Transactions” means the steps set forth on Schedule I.

       

      “Liabilities” means
any and all claims, debts, demands, actions, causes of action, suits, damages,
obligations, accruals, accounts payable, reckonings, bonds, indemnities and
similar obligations, agreements, promises, guarantees, make whole agreements and
similar obligations, and other liabilities and requirements, including all
contractual obligations, whether absolute or contingent, matured or unmatured,
liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever
arising, and including those arising under any law, rule, regulation, Action,
threatened or contemplated Action (including the costs and expenses of demands,
assessments, judgments, settlements and compromises relating thereto and
attorneys’ fees and any and all costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any such Actions or
threatened or contemplated Actions), order or consent decree of any Governmental
Authority or any award of any arbitrator or mediator of any kind, and those
arising under any contract, commitment or undertaking, including those arising
under this Agreement or any Ancillary Agreement, in each case, whether or not
recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any Person.

       

      “Network” means
Brink’s Network, Incorporated, a Delaware corporation.

       

      “Non-Compete
Agreement” means the Non-Compete Agreement dated as of the Distribution
Date between Brink’s and BHS.

       

      “NYSE” means The New
York Stock Exchange, Inc.

       

      “Party” shall mean
either party hereto, and “Parties” shall mean
both parties hereto.

       

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      “Person” means an
individual, a general or limited partnership, a corporation, a trust, a joint
venture, an unincorporated organization, a limited liability entity, any other
entity and any Governmental Authority.

       

      “Prime Rate” means the
rate that JPMorgan Chase Bank, N.A. (or any successor thereto or other major
money center commercial bank agreed to by the Parties) announces from time to
time as its prime lending rate, as in effect from time to time.

       

      “Record Date” means
the close of business on the date to be determined by the Brink’s board of
directors as the record date for determining the shares of Brink’s Common Stock
in respect of which shares of BHS Common Stock will be distributed pursuant to
the Distribution.

       

      “Record Holders” has
the meaning set forth in Section 4.01(b).

       

      “Revolving Facility”
means the revolving credit facility, in an aggregate amount to be determined by
BHS, to be obtained by BHS and/or one or more of its Subsidiaries.

       

      “Revolving Facility
Agreement” means the agreement governing the Revolving Facility, to be
entered into among BHS and/or one or more of its Subsidiaries, as the borrower
or borrowers, the bank named therein as agent and the lending banks named
therein.

       

      “Securities Act” means
the Securities Act of 1933, as amended, together with the rules and regulations
promulgated thereunder.

       

      “Security Interest”
means any mortgage, security interest, pledge, lien, charge, claim, option,
right to acquire, voting or other restriction, right-of-way, covenant,
condition, easement, encroachment, restriction on transfer or other encumbrance
of any nature whatsoever.

       

      “Separation” means
(a) the Internal Transactions, (b) any actions to be taken pursuant to
Article II and (c) if not otherwise included in the Internal
Transactions or addressed by Article II, any transfers of Assets and any
assumptions of Liabilities, in each case, between a member of one Group and
a member of the other Group, provided for in this Agreement or any Ancillary
Agreement.

       

      “Specified Documents”
means the Form 10, the Information Statement and any other registration
statement filed with the Commission in connection with the Distribution by or on
behalf of BHS or any other member of the BHS Group.

       

      “Subsidiary” of any
Person means any corporation or other organization whether incorporated or
unincorporated of which at least a majority of the securities or interests
having by the terms thereof ordinary voting power to elect at least a majority
of the board of directors or others performing similar functions with respect to
such corporation or other organization is directly or indirectly owned or
controlled by such Person or by any one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries; provided, however that no
Person that is not directly or indirectly wholly owned by any other Person shall
be a Subsidiary of such other Person unless such other Person controls, or has
the right, power or ability to control, that Person.

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      “Tax Matters
Agreement” means the Tax Matters Agreement dated as of the Distribution
Date between Brink’s and BHS.

       

      “Taxes” has the
meaning set forth in the Tax Matters Agreement.

       

      “Third Party Claim”
means any assertion by a Person (including any Governmental Authority) who is
not a member of the Brink’s Group or the BHS Group of any claim, or the
commencement by any such Person of any Action, against any member of the
Brink’s Group or the BHS Group.

       

      “Transaction
Indemnitees” has the meaning set forth in Section 5.04.

       

      “Transaction Third Party
Claim” has the meaning set forth in Section 5.04.

       

      “Transition Services
Agreement” means the Transition Services Agreement dated as of the
Distribution Date between Brink’s and BHS.

       

      ARTICLE II

       

      The
Separation

       

      SECTION 2.01. Transfer of Assets and
Assumption of Liabilities.  (a)  In the event that it
is discovered after the Distribution that there was an inadvertent omission of
the transfer or conveyance by one Party (or any other member of its Group) to
the other Party (or any other member of its Group) of any Asset that, had the
Parties given specific consideration to such Asset prior to the Distribution,
would have otherwise been so transferred or conveyed pursuant to this Agreement
or any Ancillary Agreement, the Parties agree promptly to effect such
transfer or conveyance of such Asset.

       

      (b)  Each
of Brink’s and BHS agrees on behalf of itself and its Subsidiaries that
(i) the provisions of the Tax Matters Agreement shall exclusively govern
the allocation of Assets and Liabilities related to Taxes and (ii) the
provisions of the Employee Matters Agreement shall exclusively govern the
allocation of Assets and Liabilities related to the existing U.S. and Canadian
employee benefits and pension plans of Brink’s, which plans cover employees and
former employees of members of both the Brink’s Group and the BHS
Group.

       

      SECTION 2.02. Termination of
Agreements. (a)  Except as set forth in
Section 2.02(b) or as otherwise provided by the steps constituting the
Internal Transactions, in furtherance of the releases and other provisions of
Section 5.01, BHS and each other member of the BHS Group, on the one hand,
and Brink’s and each other member of the Brink’s Group, on the other hand,
hereby terminate any and all agreements, arrangements, commitments and
understandings (including (i) all intercompany accounts payable or accounts
receivable (“Intercompany
Accounts”) accrued as of the Distribution Date and (ii) the existing
sublicenses pursuant to which BHS Inc. and BHS Canada sublicense certain
intellectual property from Guarding), whether or not in writing, between or
among BHS and/or any other member of the BHS Group, on the one hand, and Brink’s
and/or any other member of the Brink’s Group, on the other hand, effective as of
the Distribution Date.  No such terminated Intercompany Account,
agreement, arrangement, commitment or understanding (including any provision
thereof that purports to survive termination) shall be of any further force or
effect after the Distribution Date.  Each Party shall, at the
reasonable request of the other Party, take, or cause to be taken, such other
actions as may be necessary to effect the foregoing.

       

       

       

      
        
          
          

        

        
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      (b)  The
provisions of Section 2.02(a) shall not apply to any of the following
agreements, arrangements, commitments, understandings or Intercompany Accounts
(or to any of the provisions thereof):  (i) this Agreement and
the Ancillary Agreements (and each other agreement, arrangement, commitment,
understanding or Intercompany Account expressly contemplated by this Agreement
or any Ancillary Agreement to be entered into by either Party or any other
member of its Group); (ii) any existing agreements, arrangements,
commitments or understandings to provide services between a member of the BHS
Group, on the one hand, and a member of the Brink’s Group, on the other
hand, that have been entered into in the ordinary course of business and on
an arms-length basis; (iii) any agreements, arrangements, commitments or
understandings described in Section 6.01(f); and (iv) any other
agreements, arrangements, commitments, understandings or Intercompany Accounts
that this Agreement or any Ancillary Agreement expressly contemplates will
survive the Distribution Date.

       

      SECTION 2.03. Disclaimer of
Representations and Warranties.  Each of Brink’s (on behalf of
itself and each other member of the Brink’s Group) and BHS (on behalf of itself
and each other member of the BHS Group) understands and agrees that, except as
expressly set forth herein or in any Ancillary Agreement, no party to this
Agreement, any Ancillary Agreement or any other agreement or document
contemplated by this Agreement or any Ancillary Agreement, is representing or
warranting in any way as to any Assets, businesses or Liabilities transferred or
assumed as contemplated hereby or thereby, as to any consents or approvals
required in connection therewith, as to the value or freedom from any Security
Interests of, or any other matter concerning, any Assets of such party, or as to
the absence of any defenses or right of setoff or freedom from counterclaim with
respect to any claim or other Asset, including any accounts receivable, of any
such party, or as to the legal sufficiency of any assignment, document or
instrument delivered hereunder to convey title to any Asset or thing of value
upon the execution, delivery and filing hereof or thereof.  Except as
may expressly be set forth herein or in any Ancillary Agreement, any such Assets
are being transferred on an “as is,” “where is” basis and the respective
transferees shall bear the economic and legal risks that (a) any conveyance
shall prove to be insufficient to vest in the transferee good and marketable
title, free and clear of any Security Interest, and (b) any necessary
Governmental Approvals or other Consents are not obtained or that any
requirements of laws or judgments are not complied with.

       

      SECTION
2.04. Release
of Obligations Under Existing Credit Facility.  Brink’s
acknowledges that all obligations of BHS Inc. under (a) the Credit
Agreement dated as of August 11, 2006, among Brink’s, the subsidiary
borrowers referred to therein, certain subsidiaries of Brink’s (including BHS
Inc.), as guarantors, various lenders thereto, Bank of Tokyo-Mitsubishi UFJ
Trust Company, as documentation agent, Bank of America, N.A. and JPMorgan Chase
Bank N.A., as syndication agents, Wachovia Bank, National Association, as
administrative agent, and Wachovia Capital Markets, LLC and J.P. Morgan
Securities Inc., as joint lead arrangers and joint bookrunners, and (b) the
Letter of Credit Agreement dated as of July 23, 2008, among Brink’s,
certain subsidiaries of Brink’s that are signatories thereto as guarantors and
ABN AMRO Bank N.V., in each case, shall be automatically released and discharged
upon the consummation of the Distribution, pursuant to the terms of such Credit
Agreement.

       

       

       

      
        
          
          

        

        
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      SECTION
2.05. Replacement
of Credit Support.  (a)  Except for the surety bonds,
cash, letters of credit or other similar instruments described in
Section 6.01(f)(ii), BHS shall use reasonable efforts to arrange, at its
sole cost and expense, effective prior to or on the Distribution Date, to
replace all guarantees, covenants, indemnities, surety bonds, letters of credit
or similar assurances or credit support provided by Brink’s or any other member
of the Brink’s Group for the benefit of BHS or any other member of the BHS Group
(“Credit
Support Instruments”) with alternate arrangements that do not require any
credit support from Brink’s or any other member of the Brink’s Group, and shall
use reasonable efforts to obtain from the beneficiaries of such Credit Support
Instruments written releases indicating that Brink’s or such other member of the
Brink’s Group will, effective upon the consummation of the Distribution, have no
liability with respect to such Credit Support Instruments, in each case
reasonably satisfactory to Brink’s, provided
that in the event that BHS shall not have obtained all such releases on or prior
to the date that is 90 days following the Distribution Date, BHS shall provide
Brink’s with letters of credit or guarantees, in each case issued by a bank
reasonably acceptable to Brink’s, against losses arising from all such Credit
Support Instruments with respect to which such releases have not been
obtained.

       

      (b)  Brink’s
shall provide BHS with written notice of all Credit Support Instruments a
reasonable period prior to the Distribution.

       

      SECTION 2.06. Replacement of Cash
Concentration Account. Prior to the Distribution, (a) BHS will
establish a bank account into which cash collections of BHS and any other member
of the BHS Group will be automatically directed in a manner similar to the
existing Brink’s account (the “Brink’s Cash Concentration
Account”) into which cash collections of BHS previously have been swept,
by way of automatic transfers, at the end of each business day and from which,
on each subsequent business day, funds required by BHS or any other member of
the BHS Group for accounts payable and payroll automatically are transferred to
accounts of BHS or such other member of the BHS Group from which BHS or such
other member of the BHS Group makes cash disbursements and (b) Brink’s
will simultaneously terminate the automatic movement of BHS funds into and out
of the Brink’s Cash Concentration Account.

       

      ARTICLE III

       

      Actions Pending the
Distribution

       

      SECTION 3.01. Actions Prior to the
Distribution. (a)  Subject to the conditions specified in
Section 3.02 and subject to Section 4.02, Brink’s and BHS shall use
reasonable best efforts to consummate the Distribution.  Such actions
shall include those specified in this Section 3.01 to the extent not
taken prior to the Distribution Date.

       

      (b)  Prior
to the Distribution Date, Brink’s shall mail the Information Statement to the
holders of Brink’s Common Stock as of the Record Date.

       

       

       

       

      
        
          
          

        

        
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      (c)  BHS
shall prepare and file, and shall use reasonable best efforts to have approved
prior to the Distribution Date, an application for the listing of the BHS Common
Stock to be distributed in the Distribution on the NYSE or another national
securities exchange, subject to official notice of distribution.

       

      (d)  Prior
to the Distribution Date, Brink’s shall duly elect, as members of the BHS board
of directors, the individuals listed as members of the BHS board of directors in
the Information Statement and such individuals shall continue to be members of
the BHS board of directors as of the Distribution Date.

       

      (e)  Immediately
prior to the Distribution Date, the certificate of incorporation and bylaws of
BHS, each in substantially the form filed as an exhibit to the Form 10,
shall be in effect.

       

      (f)  Brink’s
and BHS shall, subject to Section 4.02, take all reasonable steps necessary
and appropriate to cause the conditions set forth in Section 3.02 to be
satisfied and to effect the Distribution on the Distribution Date.

       

      SECTION 3.02. Conditions Precedent to
Consummation of the Distribution.  As soon as practicable after
the date of this Agreement, subject to Section 4.02, the Parties shall use
reasonable best efforts to satisfy the following conditions prior to the
consummation of the Distribution.  The obligations of the Parties to
consummate the Distribution shall be conditioned on the satisfaction, or waiver
by Brink’s, of the following conditions:

       

      (a)  Each
Ancillary Agreement shall have been executed by each party thereto.

       

      (b)  The
existing license pursuant to which Guarding licenses certain intellectual
property from Network shall have been amended to exclude from such license to
Guarding the use of the Trade Symbols (as defined in the Brand Licensing
Agreement) to the extent that the Brand License Agreement will prohibit Network
from licensing such use to parties other than BHS or its
Subsidiaries.

       

      (c)  The
Form 10 shall have been filed with the Commission and declared effective by the
Commission, no stop order suspending the effectiveness of the Form 10 shall be
in effect, no proceedings for such purpose shall be pending before or threatened
by the Commission and the Information Statement shall have been mailed to
holders of Brink’s Common Stock as of the Record Date.

       

      (d)  The
BHS Common Stock shall have been accepted for listing on the NYSE or
another national securities exchange, subject to official notice of
issuance.

       

      (e)  A
private letter ruling from the Internal Revenue Service in form and substance
satisfactory to Brink’s in its sole discretion shall have been obtained, and
shall continue in effect, that, among other things, confirms, for U.S. federal
income tax purposes (i) the Distribution’s tax-free status under
Section 355 of the Code and (ii) the non-recognition of gain or loss
by, and the non-inclusion in the income of, any shareholder of Brink’s Common
Stock upon the receipt by such shareholder of shares of BHS Common Stock
pursuant to the Distribution.

       

       

       

       

      
        
          
          

        

        
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      (f)  A
favorable opinion from Cravath, Swaine & Moore LLP in form and substance
satisfactory to Brink’s in its sole discretion shall have been obtained that,
among other things, confirms, for U.S. federal income tax purposes (i) the
Distribution’s tax-free status under Section 355 of the Code and
(ii) the non-recognition of gain or loss by, and the non-inclusion in the
income of, any shareholder of Brink’s Common Stock upon the receipt by such
shareholder of shares of BHS Common Stock pursuant to the
Distribution.

       

      (g)  Brink’s
shall have paid to BHS $100 (the “BHS Stock Purchase
Amount”) in cash as consideration for the 100 shares of BHS Common Stock
issued to Brink’s pursuant to the Subscription Agreement between Brink’s and BHS
dated as of May 27, 2008.

       

      (h)  The
Internal Transactions shall have been completed.

       

      (i)  The
Revolving Facility Credit Agreement shall have become effective.

       

      (j)  Any
material Governmental Approvals and any other material Consents necessary to
consummate the Distribution shall have been obtained and be in full force and
effect.

       

      (k)  No
order, injunction or decree issued by any Governmental Authority of competent
jurisdiction or other legal restraint or prohibition preventing the consummation
of the Distribution shall be in effect, and no other event outside the control
of Brink’s shall have occurred or failed to occur that prevents the consummation
of the Distribution.

       

      (l)  No
other events or developments shall have occurred prior to the Distribution Date
that, in the judgment of the board of directors of Brink’s, would result in the
Distribution having a material adverse effect on Brink’s or on the shareholders
of Brink’s.

       

      (m)  The
actions set forth in Sections 3.01(b), (d) and (e) shall have been
completed.

       

      The
foregoing conditions are for the sole benefit of Brink’s and shall not give rise
to or create any duty on the part of Brink’s or the Brink’s board of directors
to waive or not waive such conditions or in any way limit the right of Brink’s
to terminate this Agreement as set forth in Article XI or alter the
consequences of any such termination from those specified in such
Article.  Any determination made by the Brink’s board of directors
prior to the Distribution concerning the satisfaction or waiver of any or all of
the conditions set forth in this Section 3.02 shall be
conclusive.

       

      ARTICLE IV

       

      The
Distribution

       

      SECTION 4.01. The
Distribution. (a)  BHS shall cooperate with Brink’s to
accomplish the Distribution and shall, at the direction of Brink’s, promptly
take any and all actions necessary or desirable to effect the
Distribution.  Brink’s shall select any investment bank or manager in
connection with the Distribution, as well as any financial printer, solicitation
and/or exchange agent and financial, legal, accounting and other advisors for
Brink’s.  Brink’s and BHS, as the case may be, will provide, or cause
the applicable member of its Group to provide, to the Agent all share
certificates and any information required in order to complete the
Distribution.

       

       

       

      
        
          
          

        

        
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      (b)  Subject
to the terms and conditions set forth in this Agreement, (i) on or prior to
the Distribution Date, Brink’s will deliver to the Agent for the benefit of
holders of record as of the Distribution Date of all the shares of Brink’s
Common Stock that were outstanding on the Record Date, including any Person to
whom any holder of shares of Brink’s Common Stock as of the Record Date
transfers, after the Record Date but prior to the Distribution Date, such shares
of Brink’s Common Stock (all such holders of record as of the Distribution Date,
the “Record
Holders”), all the issued and outstanding shares of BHS Common Stock then
owned by Brink’s or any other member of the Brink’s Group and book-entry
transfer authorizations for such shares and (ii) on the Distribution Date,
Brink’s shall instruct the Agent to distribute, by means of a pro rata dividend, to
each Record Holder (or such Record Holder’s bank or brokerage firm on such
Record Holder’s behalf) electronically, by direct registration in book-entry
form, one share of BHS Common Stock for each share of Brink’s Common Stock held
by such Record Holder.  The Distribution shall be effective at 11:59
p.m. New York city time on the Distribution Date.  On or immediately
following the Distribution Date, the Agent will mail an account statement
indicating the number of shares of BHS Common Stock that have been registered in
book-entry form in the name of each Record Holder that holds physical share
certificates representing its shares of Brink’s Common Stock and that is the
registered holder of the shares represented by those certificates.

       

      SECTION 4.02. Sole Discretion of
Brink’s.  Brink’s shall, in its sole and absolute discretion,
determine the Distribution Date and all terms of the Distribution, including the
form, structure and terms of any transactions and/or offerings to effect the
Distribution and the timing of and conditions to the consummation
thereof.  In addition and notwithstanding anything to the contrary set
forth below, Brink’s may at any time and from time to time until the completion
of the Distribution decide to abandon the Distribution or modify or change the
terms of the Distribution, including by accelerating or delaying the timing of
the consummation of all or part of the Distribution.

       

      ARTICLE V

       

      Mutual Releases;
Indemnification

       

      SECTION 5.01. Release of Pre-Closing
Claims. (a)  Except as provided in Section 5.01(c)
and except for claims described in Section 6.01(f), effective as of the
Distribution Date, BHS does hereby, for itself and each other member of the BHS
Group, their respective Affiliates (other than any member of the Brink’s Group),
successors and assigns, and all Persons who at any time prior to the
Distribution Date have been shareholders, directors, officers, agents or
employees of any member of the BHS Group (in each case, in their respective
capacities as such), remise, release and forever discharge Brink’s and the other
members of the Brink’s Group, their respective Affiliates (other than any member
of the BHS Group), successors and assigns, and all Persons who at any time prior
to the Distribution Date have been shareholders, directors, officers, agents or
employees of any member of the Brink’s Group (in each case, in their respective
capacities as such), and their respective heirs, executors, administrators,
successors and assigns, from any and all Liabilities whatsoever, whether at law
or in equity (including any right of contribution), whether arising under any
contract or agreement, by operation of law or otherwise, existing or arising
from any acts or events occurring or failing to occur or alleged to have
occurred or to have failed to occur or any conditions existing or alleged to
have existed on or before the Distribution Date, including in connection with
the transactions and all other activities to implement the Separation or the
Distribution.

       

       

       

      
        
          
          

        

        
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      (b)  Except
as provided in Section 5.01(c), effective as of the Distribution Date,
Brink’s does hereby, for itself and each other member of the Brink’s Group,
their respective Affiliates (other than any member of the BHS Group), successors
and assigns, and all Persons who at any time prior to the Distribution Date have
been shareholders, directors, officers, agents or employees of any member of the
Brink’s Group (in each case, in their respective capacities as such), remise,
release and forever discharge BHS, the other members of the BHS Group, their
respective Affiliates (other than any member of the Brink’s Group), successors
and assigns, and all Persons who at any time prior to the Distribution Date have
been shareholders, directors, officers, agents or employees of any member of the
BHS Group (in each case, in their respective capacities as such), and their
respective heirs, executors, administrators, successors and assigns, from any
and all Liabilities whatsoever, whether at law or in equity (including any right
of contribution), whether arising under any contract or agreement, by operation
of law or otherwise, existing or arising from any acts or events occurring or
failing to occur or alleged to have occurred or to have failed to occur or any
conditions existing or alleged to have existed on or before the Distribution
Date, including in connection with the transactions and all other activities to
implement the Separation or the Distribution.

       

      (c)  Nothing
contained in Section 5.01(a) or (b) shall impair any right of any Person to
enforce this Agreement, any Ancillary Agreement or any agreements, arrangements,
commitments or understandings that are specified in Section 2.02(b) not to
terminate as of the Distribution Date, in each case in accordance with its
terms.  Nothing contained in Section 5.01(a) or (b) shall release any
Person from:

       

      (i) any Liability
provided in or resulting from any agreement among any members of the Brink’s
Group or the BHS Group that is specified in Section 2.02(b) as not to
terminate as of the Distribution Date, or any other Liability specified in such
Section 2.02(b) as not to terminate as of the Distribution
Date;

       

      (ii) any Liability,
contingent or otherwise, assumed, transferred, assigned or allocated to the
Group of which such Person is a member in accordance with, or any other
Liability of any member of any Group under, this Agreement or any Ancillary
Agreement;

       

      (iii) any Liability
that the Parties may have with respect to indemnification or contribution
pursuant to this Agreement for claims brought against the Parties or the members
of their respective Groups or any of their respective Subsidiaries or Affiliates
or any of the respective directors, officers, employees or agents of any of the foregoing
by third Persons, which Liability shall be governed by the provisions of this
Article V and, if applicable, the appropriate provisions of the Ancillary
Agreements; or

       

       

       

       

      
        
          
          

        

        
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      (iv) any Liability
the release of which would result in the release of any Person other than a
Person released pursuant to this Section 5.01.

       

      In
addition, nothing contained in Section 5.01(a) shall release Brink’s from
honoring its existing obligations to indemnify any director, officer or employee
of BHS or any of its Subsidiaries on or prior to the Distribution Date who was a
director, officer or employee of Brink’s or any of its Subsidiaries on or prior
to the Distribution Date, to the extent such director, officer or employee
becomes a named defendant in any litigation involving Brink’s or any of its
Subsidiaries and was entitled to such indemnification pursuant to then existing
obligations.

       

      (d)  BHS
shall not make, and shall not permit any other member of the BHS Group to make,
any claim or demand, or commence any Action asserting any claim or demand,
including any claim of contribution or any indemnification, against Brink’s or
any other member of the Brink’s Group, or any other Person released pursuant to
Section 5.01(a), with respect to any Liabilities released pursuant to
Section 5.01(a).  Brink’s shall not, and shall not permit any
other member of the Brink’s Group, to make any claim or demand, or commence any
Action asserting any claim or demand, including any claim of contribution or any
indemnification against BHS or any other member of the BHS Group, or any other
Person released pursuant to Section 5.01(b), with respect to any
Liabilities released pursuant to Section 5.0l(b).

       

      (e)  It
is the intent of each of Brink’s and BHS, by virtue of the provisions of this
Section 5.01, to provide for a full and complete release and discharge of
all Liabilities existing or arising from all acts and events occurring or
failing to occur or alleged to have occurred or to have failed to occur and all
conditions existing or alleged to have existed on or before the Distribution
Date, between or among BHS or any other member of the BHS Group, on the one
hand, and Brink’s or any other member of the Brink’s Group, on the other hand
(including any contractual agreements or arrangements existing or alleged to
exist between or among any such members on or before the Distribution Date),
except as expressly set forth in Section 5.01(c).  At any time,
at the request of the other Party, each Party shall cause each member of its
respective Group to execute and deliver releases reflecting the provisions
hereof.

       

      SECTION 5.02. Indemnification by
BHS.  Except as provided in Section 5.05, BHS shall
indemnify, defend and hold harmless Brink’s, each other member of the Brink’s
Group and each of their respective former and current directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of
the foregoing (collectively, the “Brink’s
Indemnitees”), from and against any and all Liabilities of the Brink’s
Indemnitees relating to, arising out of or resulting from any of the following
items (without duplication):

       

      (a)  the
BHS Business, including the failure of BHS or any other member of the BHS Group
or any other Person to pay, perform or otherwise promptly discharge any
Liability relating to or arising out of or resulting from the BHS Business in
accordance with its terms, whether prior to or after the Distribution Date or
the date hereof; and

       

      (b)  any
breach by BHS or any other member of the BHS Group of this Agreement or any of
the Ancillary Agreements, including the failure of BHS or any other member of
the BHS Group to make any required payments (including premiums, fees, taxes,
assessments, losses, fines, penalties, allocated expenses, retrospective
adjustments and retrospective deductible adjustments) to third-party insurance
carriers pursuant to Section 6.01(f).

       

       

       

      
        
          
          

        

        
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      SECTION 5.03. Indemnification by
Brink’s. Except as provided in Section 5.05, Brink’s shall
indemnify, defend and hold harmless BHS, each other member of the BHS Group and
each of their respective former and current directors, officers and employees,
and each of the heirs, executors, successors and assigns of any of the foregoing
(collectively, the “BHS Indemnitees”),
from and against any and all Liabilities of the BHS Indemnitees relating to,
arising out of or resulting from any of the following items (without
duplication):

       

      (a)  the
Brink’s Business, including the failure of Brink’s or any other member of the
Brink’s Group or any other Person to pay, perform or otherwise promptly
discharge any Liability relating to, arising out of or resulting from the
Brink’s Business in accordance with its terms, whether prior to or after the
Distribution Date or the date hereof;

       

      (b)  any
breach by Brink’s or any other member of the Brink’s Group of this Agreement or
any of the Ancillary Agreements; and

       

      (c)  the
discontinued coal operations of Brink’s or any of its Subsidiaries (including
the entities comprising the Pittston Coal Group), including obligations of BHS
or any other member of the BHS Group in its capacity as a “related party”
pursuant to the Coal Industry Retiree Health Benefit Act of 1992, including the
obligation to pay premiums to the United Mine Workers of America Combined
Benefit Fund and the obligation to provide health care benefits for United Mine
Workers of America miners who retired between January 1, 1976, and
October 1, 1994.

       

      SECTION 5.04. Indemnification of Third
Party Claims. Except as provided in Section 5.05 and subject to
any contrary provision in any Ancillary Agreement, each Party shall indemnify,
defend and hold harmless the other Party, each other member of such other
Party’s Group and each of their respective former and current directors,
officers and employees, and each of the heirs, executors, successors and assigns
of any of the foregoing (collectively, the “Transaction
Indemnitees”), from and against 50% of the Liabilities of the Transaction
Indemnitees relating to, arising out of or resulting from any Third Party Claim
that is directly related to the Separation and/or the Distribution, including
any Third Party Claim relating to, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact contained in any
Specified Document or any omission or alleged omission to state a material fact
in any Specified Document required to be stated therein or necessary to make the
statements therein not misleading (any such Third Party Claim, a “Transaction Third Party
Claim”).  Notwithstanding Section 5.06(b) or (c), any
costs and expenses related to the defense of any Transaction Third Party Claims
shall be shared equally between the Brink’s Group and the BHS
Group.

       

      SECTION 5.05. Indemnification Obligations
Net of Insurance Proceeds and Other Amounts. (a)  The
Parties intend that any Liability subject to indemnification or reimbursement
pursuant to this Article V will be net of Insurance Proceeds that actually
reduce the amount of, or are paid to the applicable Indemnitee in respect
of, such Liability.  Accordingly, the amount that either Party
(an “Indemnifying
Party”) is required to pay to any Person entitled to indemnification
hereunder (an “Indemnitee”) will be
reduced by any Insurance Proceeds theretofore actually recovered by or on behalf
of the Indemnitee in respect of the related Liability.  If an
Indemnitee receives a payment (an “Indemnity Payment”)
required by this Agreement from an Indemnifying Party in respect of any
Liability and subsequently receives Insurance Proceeds in respect of such
Liability, then the Indemnitee will pay to the Indemnifying Party an amount
equal to the excess of the Indemnity Payment received over the amount of the
Indemnity Payment that would have been due if such Insurance Proceeds had been
received, realized or recovered before the Indemnity Payment was
made.

       

       

       

      
        
          
          

        

        
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      (b)  An
insurer that would otherwise be obligated to pay any claim shall not be relieved
of the responsibility with respect thereto or have any subrogation rights with
respect thereto by virtue of the indemnification provisions hereof, it being
expressly understood and agreed that no insurer or any other third party shall
be entitled to a “wind-fall” (i.e., a benefit they would not be entitled to
receive in the absence of the indemnification provisions) by virtue of the
indemnification provisions hereof.  Nothing contained in this
Agreement or any Ancillary Agreement shall obligate any member of any Group to
seek to collect or recover any Insurance Proceeds.

       

      SECTION 5.06. Procedures for
Indemnification of Third Party Claims. (a)  If an
Indemnitee shall receive notice or otherwise learn of a Third Party Claim with
respect to which an Indemnifying Party may be obligated to provide
indemnification to such Indemnitee pursuant to Section 5.02, 5.03 or 5.04
or any other Section of this Agreement or any Ancillary Agreement, such
Indemnitee shall give such Indemnifying Party written notice thereof within 10
days after becoming aware of such Third Party Claim.  Any such notice
shall describe the Third Party Claim in reasonable
detail.  Notwithstanding the foregoing, the failure of any Indemnitee
or other Person to give notice as provided in this Section 5.06(a) shall
not relieve the related Indemnifying Party of its obligations under this
Article V, except to the extent that such Indemnifying Party is actually
prejudiced by such failure to give notice.

       

      (b)  An
Indemnifying Party may elect to defend, at such Indemnifying Party’s own expense
(subject to the requirement to share expenses related to the defense of
Transaction Third Party Claims pursuant to Section 5.04) and by such
Indemnifying Party’s own counsel, any Third Party Claim.  Within 20
days after the receipt of notice from an Indemnitee in accordance with
Section 5.06(a) (or sooner, if the nature of such Third Party Claim so
requires), the Indemnifying Party shall notify the Indemnitee of its election as
to whether the Indemnifying Party will assume responsibility for defending such
Third Party Claim.  After notice from an Indemnifying Party to an
Indemnitee of its election to assume the defense of a Third Party Claim, such
Indemnitee shall have the right to employ separate counsel and to participate in
(but not control) the defense, compromise, or settlement thereof, but (subject
to Section 5.04) the fees and expenses of such counsel shall be the expense
of such Indemnitee, except that the Indemnifying Party shall be liable for the
fees and expenses of counsel employed by the Indemnitee for any period during
which the Indemnifying Party has not assumed the defense of such Third Party
Claim (other than during any period in which the Indemnitee shall have failed to
give notice of the Third Party Claim in accordance with Section
5.06(a)).

       

      (c)  If
an Indemnifying Party elects not to assume responsibility for defending a Third
Party Claim, or fails to notify an Indemnitee of its election as provided in
Section 5.06(b), such Indemnitee may defend such Third Party Claim at the
cost and expense of the Indemnifying Party (subject to the requirement to share
expenses related to the defense of Transaction Third Party Claims pursuant to
Section 5.04).

       

       

       

       

      
        
          
          

        

        
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      (d)  If
an Indemnifying Party elects to assume the defense of a Third Party Claim in
accordance with the terms of this Agreement, the Indemnitee shall agree to any
settlement, compromise or discharge of such Third Party Claim that the
Indemnifying Party may recommend and that by its terms obligates the
Indemnifying Party to pay the full amount of the liability in connection with
such Third Party Claim and that releases the Indemnified Party completely in
connection with such Third Party Claim.

       

      (e)  No
Indemnifying Party shall consent to entry of any judgment or enter into any
settlement of any Third Party Claim without the consent of the applicable
Indemnitee or Indemnitees if the effect thereof is to permit any injunction,
declaratory judgment, other order or other nonmonetary relief to be entered,
directly or indirectly, against any Indemnitee.

       

      (f)  Whether
or not the Indemnifying Party assumes the defense of a Third Party Claim, no
Indemnitee shall admit any liability with respect to, or settle, compromise or
discharge, such Third Party Claim without the Indemnifying Party’s prior written
consent.

       

      (g)  The
provisions of Section 5.06 (other than this Section 5.06(g)) and
Section 5.07 shall not apply to Taxes (which are covered by the Tax Matters
Agreement).

       

      (h)  Notwithstanding
the foregoing clauses (b) through (e), with respect a Third Party Claim made
prior to the Distribution Date that is related to the insurance arrangements set
forth in Section 6.01(f), (i) Brink’s shall assume the defense of such
Third Party Claim, at the cost of BHS, and (ii) Brink’s shall not consent
to entry of any judgment in respect of, or enter into any settlement of, such
Third Party Claim without the consent of BHS, such consent not to be
unreasonably withheld.

       

      SECTION 5.07. Additional
Matters. (a)  Any claim on account of a Liability that
does not result from a Third Party Claim shall be asserted by written notice
given by the Indemnitee to the related Indemnifying Party.  Such
Indemnifying Party shall have a period of 30 days after the receipt of such
notice within which to respond thereto.  If such Indemnifying Party
does not respond within such 30-day period, such Indemnifying Party shall be
deemed to have refused to accept responsibility to make payment.  If
such Indemnifying Party does not respond within such 30-day period or rejects
such claim in whole or in part, such Indemnitee shall be free to pursue such
remedies as may be available to such party as contemplated by this Agreement and
the Ancillary Agreements.

       

      (b)  In
the event of payment by or on behalf of any Indemnifying Party to any Indemnitee
in connection with any Third Party Claim, such Indemnifying Party shall be
subrogated to and shall stand in the place of such Indemnitee as to any events
or circumstances in respect of which such Indemnitee may have any right, defense
or claim relating to such Third Party Claim against any claimant or plaintiff
asserting such Third Party Claim or against any other Person.  Such
Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner,
and at the cost and expense of such Indemnifying Party, in prosecuting any
subrogated right, defense or claim.

       

       

       

       

      
        
          
          

        

        
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      (c)  In
the event of an Action in which the Indemnifying Party is not a named defendant,
if either the Indemnitee or Indemnifying Party shall so request, the Parties
shall endeavor to substitute the Indemnifying Party for the named defendant or
add the Indemnifying Party as an additional named defendant, if at all
practicable.  If such substitution or addition cannot be achieved for
any reason or is not requested, the named defendant shall allow the Indemnifying
Party to manage the Action as set forth in this Section, the Indemnifying Party
shall fully indemnify the named defendant against all costs of defending the
Action (including court costs, sanctions imposed by a court, attorneys’ fees,
experts fees and all other external expenses), the costs of any judgment or
settlement and the cost of any interest or penalties relating to any judgment or
settlement.

       

      SECTION 5.08. Remedies
Cumulative.  The remedies provided in this Article V shall
be cumulative and, subject to the provisions of Article IX, shall not
preclude assertion by any Indemnitee of any other rights or the seeking of any
and all other remedies against any Indemnifying Party.

       

      SECTION 5.09. Survival of
Indemnities.  The rights and obligations of each of Brink’s and
BHS and their respective Indemnitees under this Article V shall survive the
sale or other transfer by any party of any Assets or businesses or the
assignment by it of any Liabilities.

       

      SECTION 5.10. Limitation on
Liability.  Except as may expressly be set forth in this
Agreement or any Ancillary Agreement, none of Brink’s, BHS or any other member
of either Group shall in any event have any Liability to the other or to any
other member of the other’s Group, or to any other Brink’s Indemnitee or BHS
Indemnitee, as applicable, for any incidental, indirect, special, punitive or
consequential damages, whether or not caused by or resulting from negligence or
breach of obligations hereunder or under any Ancillary Agreement and whether or
not informed of the possibility of the existence of such damages, provided, however, that the
provisions of this Section shall not limit an Indemnifying Party’s
indemnification obligations hereunder or in any Ancillary Agreement with respect
to any Liability any Indemnitee may have to any third party not affiliated with
any member of the Brink’s Group or the BHS Group for any incidental, indirect,
special, punitive or consequential damages.

       

      ARTICLE VI

       

      Insurance
Matters

       

      SECTION 6.01. Insurance
Matters. (a)  Brink’s and BHS agree to cooperate in good
faith to provide for an orderly transition of insurance coverage from the date
hereof through the Distribution Date and for the treatment of any Insurance
Policies that will remain in effect following the Distribution Date on a
mutually agreeable basis.  In no event shall Brink’s, any other member
of the Brink’s Group or any Brink’s Indemnitee have liability or obligation
whatsoever to any member of the BHS Group or any BHS Indemnitee in the event
that any Insurance Policy or other contract or policy of insurance shall be
terminated or otherwise cease to be in effect for any reason, shall be
unavailable or inadequate to cover any Liability of any member of the BHS Group
or any BHS Indemnitee for any reason whatsoever or shall not be renewed or
extended beyond the current expiration date.

       

       

       

       

      
        
          
          

        

        
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      (b)  (i) Except
as otherwise provided in any Ancillary Agreement, the Parties intend by this
Agreement that BHS and each other member of the BHS Group be
successors-in-interest to all rights that any member of the BHS Group may have
as of the Distribution Date as a subsidiary, affiliate, division or department
of Brink’s prior to the Distribution Date under any policy of insurance issued
to Brink’s or any other member of the Brink’s Group by any insurance carrier or
under any agreements related to such policies executed and delivered prior to
the Distribution Date, including any rights such member of the BHS Group may
have, as an insured or additional named insured, subsidiary, affiliate, division
or department, to avail itself of any such policy of insurance or any such
agreements related to such policies as in effect prior to the Distribution
Date.  At the request of BHS, Brink’s shall take all reasonable steps,
including the execution and delivery of any instruments, to effect the
foregoing; provided, however, that Brink’s
shall not be required to pay any amounts, waive any rights or incur any
Liabilities in connection therewith.

       

      (ii) Except
as otherwise contemplated by any Ancillary Agreement, after the Distribution
Date, Brink’s (and each other member of the Brink’s Group) and BHS (and each
other member of the BHS Group) shall not, without the consent of BHS or Brink’s,
respectively, provide any such insurance carrier with a release or amend, modify
or waive any rights under any such policy or agreement, if such release,
amendment, modification or waiver thereunder would adversely affect any rights
or potential rights of any member of the Group of the other Party; provided, however, that the
foregoing shall not (A) preclude any member of any Group from presenting
any claim or from exhausting any policy limit, (B) require any member of any
Group to pay any premium or other amount or to incur any Liability or
(C) require any member of any Group to renew, extend or continue any policy
in force.  Each of Brink’s and BHS will share such information as is
reasonably necessary in order to permit the other to manage and conduct its
insurance matters in an orderly fashion.

       

      (c)  This
Agreement shall not be considered as an attempted assignment of any policy of
insurance or as a contract of insurance and shall not be construed to waive any
right or remedy of any member of the Brink’s Group in respect of any Insurance
Policy or any other contract or policy of insurance.

       

      (d)  BHS
does hereby, for itself and each other member of the BHS Group, agree that no
member of the Brink’s Group or any Brink’s Indemnitee shall have any Liability
whatsoever as a result of the insurance policies and practices of Brink’s and
its Affiliates as in effect at any time prior to the Distribution Date,
including as a result of the level or scope of any such insurance, the
creditworthiness of any insurance carrier, the terms and conditions of any
policy, the adequacy or timeliness of any notice to any insurance carrier with
respect to any claim or potential claim or otherwise.

       

       

       

       

       

      
        
          
          

        

        
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      (e)  Nothing
in this Agreement shall be deemed to restrict any member of the BHS Group from
acquiring at its own expense any other insurance policy in respect of any
Liabilities or covering any period.

       

      (f)  After
the Distribution Date, BHS shall (i) at the election of Brink’s, reimburse
Brink’s for, or pay directly to the applicable third party insurance carrier,
the portion of any (A) workers’ compensation premium, retrospectively
rated premium adjustment, payroll audit adjustments, taxes, surcharges and
payroll-driven assessment adjustments; provided that with
respect to payroll audit adjustments, taxes, surcharges and payroll-driven
assessment adjustments, BHS shall reimburse Brink’s only for claims related to
payroll paid during the calendar year 2008, (B) claims and claims allocated
expenses in respect of self-insured automobile liability and general liability
(including errors and omissions coverage) fronting programs, but only for such
claims and claims administrative expenses that are billed to Brink’s on, after
or 30 days prior to the Distribution Date, and (C) claims, claims allocated
expenses and any taxes, surcharges and assessments related to any claim in
respect of workers’ compensation programs that are self-insured or that require
the insured party to pay a deductible, in each case allocable to BHS or any
other member of the BHS Group for claims made on or prior to the Distribution
Date under insurance policies or self-insurance authorizations covering BHS or
any other member of the BHS Group, but only for such claims, claims allocated
expenses and any taxes, surcharges and assessments related to workers’
compensation claims that are billed to Brink’s on, after or 30 days prior to the
Distribution Date, and (ii) reimburse Brink’s for the portion of any costs
associated with surety bonds, letters of credit or other similar instruments
provided by Brink’s that guarantee deductibles, reserves or other amounts related
to workers’ compensation, automobile liability and general liability claims of
BHS or any other member of the BHS Group.  Such reimbursement shall be
made in immediately available funds within 15 business days of receipt of an
invoice from Brink’s setting forth such premium, claim, administrative or
allocated expenses, tax, surcharge or assessment in reasonable
detail.  Brink’s shall not settle, arbitrate or litigate any insurance
claim or related lawsuit against BHS or any member of the BHS Group without the
prior consent of BHS (such consent not to be unreasonably
withheld).  After the Distribution Date, to the extent Brink’s or BHS
reasonably requires any information from the other regarding claims data,
payroll or other insurance or insurance policy information in order to make
filings with insurance carriers or self-insurance regulators, Brink’s and/or BHS
will use commercially reasonable efforts to promptly supply such information to
each other.  Nothing in this Section shall obligate Brink’s or any
other member of the Brink’s Group to maintain any insurance policy for claims
made or events occurring after the Distribution Date.

       

      ARTICLE VII

       

      Exchange of Information;
Confidentiality

       

      SECTION 7.01. Agreement for Exchange of
Information; Archives. (a)  Each of Brink’s and BHS, on
behalf of its Group, agrees to provide, or cause to be provided, to the other
Group, at any time before or after the Distribution Date, as soon as reasonably
practicable after written request therefor, any Information in the possession or
under the control of such Group that the requesting Party reasonably needs
(i) to comply with reporting, disclosure, filing or other requirements
imposed on the requesting Party or any member of its Group (including under
applicable securities or tax laws) by a Governmental Authority having
jurisdiction over the requesting Party or such member, (ii) for use in any
other judicial, regulatory, administrative, tax or other proceeding or in order
to satisfy audit, accounting, claims, regulatory, litigation, tax or other
similar requirements, in each case other than claims or allegations that one
Party to this Agreement has against the other, or (iii) to comply with its
obligations under this Agreement or any Ancillary Agreement; provided, however, that in the
event that either Party determines that any such provision of Information could
be commercially detrimental, violate any law or agreement or waive any
attorney-client privilege, the Parties shall take all reasonable measures to
permit the compliance with such obligations in a manner that avoids any such
harm or consequence.

       

       

       

      
        
          
          

        

        
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      (b)  After
the Distribution Date, BHS shall have access during regular business hours (as
in effect from time to time) to the documents and objects of historic
significance that relate to the BHS Business that are located in archives
retained or maintained by Brink’s.  BHS may obtain copies (but not
originals) of documents for bona fide business
purposes and may obtain objects for exhibition purposes for commercially
reasonable periods of time if required for bona fide business
purposes, provided that BHS
shall cause any such objects to be returned promptly in the same condition in
which they were delivered to BHS and BHS shall comply with any rules, procedures
or other requirements, and shall be subject to any restrictions (including
prohibitions on removal of specified objects), that are then applicable to
Brink’s.  Nothing herein shall be deemed to restrict the access of any
member of the Brink’s Group to any such documents or objects or to impose any
liability on any member of the Brink’s Group if any such documents or objects
are not maintained or preserved by Brink’s.

       

      (c)  After
the date hereof, each of Brink’s and BHS (i) shall maintain in effect at
its own cost and expense adequate systems and controls to the extent necessary
to enable the members of the other Group to satisfy their respective reporting,
accounting, audit and other obligations and (ii) shall provide, or cause to
be provided, to the other Party in such form as such other Party shall
reasonably request, at no charge to the requesting Party, all financial and
other data and information as such requesting Party reasonably determines
necessary or advisable in order to prepare its financial statements and reports
or filings with any Governmental Authority.

       

      SECTION 7.02. Ownership of
Information.  Any Information owned by one Group that is
provided to a requesting Party pursuant to Section 7.01 shall be deemed to
remain the property of the providing Party.  Unless specifically set
forth herein, nothing contained in this Agreement shall be construed as granting
or conferring rights of license or otherwise in any such
Information.

       

      SECTION 7.03. Compensation for Providing
Information.  Except as set forth in Section 7.01(c)(ii), the
Party requesting Information agrees to reimburse the other Party for the
reasonable costs, if any, of creating, gathering and copying such Information,
to the extent that such costs are incurred for the benefit of the requesting
Party.  Except as may be otherwise specifically provided elsewhere in
this Agreement or in any other agreement between the Parties, such costs shall
be computed in accordance with the providing Party’s standard methodology and
procedures.

       

       

       

      
        
          
          

        

        
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      SECTION 7.04. Limitations on
Liability. Neither Party shall have any liability to the other
Party in the event that any Information exchanged or provided pursuant to this
Agreement that is an estimate or forecast, or that is based on an estimate or
forecast, is found to be inaccurate in the absence of willful misconduct by the
Party providing such Information.  Neither Party shall have any
liability to the other Party if any Information is destroyed after reasonable
best efforts by such Party to comply with the provisions of
Section 7.01.

       

      SECTION 7.05. Other Agreements Providing
for Exchange of Information.  The rights and obligations
granted under this Article VII are subject to any specific limitations,
qualifications or additional provisions on the sharing, exchange, retention or
confidential treatment of Information set forth in any Ancillary
Agreement.

       

      SECTION 7.06. Production of Witnesses;
Records; Cooperation. (a)  After the Distribution Date,
except in the case of an adversarial Action by one Party against the other
Party, each Party shall use reasonable best efforts to make available to the
other Party, upon written request, the former, current and future directors,
officers, employees, other personnel and agents of the members of its Group as
witnesses and any books, records or other documents within its control or that
it otherwise has the ability to make available, to the extent that any such
person (giving consideration to business demands of such directors, officers,
employees, other personnel and agents) or books, records or other documents may
reasonably be required in connection with any Action in which the requesting
Party may from time to time be involved, regardless of whether such Action is a
matter with respect to which indemnification may be sought
hereunder.  The requesting Party shall, except as otherwise required
by Article V, bear all costs and expenses in connection
therewith.

       

      (b)  If
an Indemnifying Party chooses to defend or to seek to compromise or settle any
Third Party Claim, the other Party shall make available to such Indemnifying
Party, upon written request, the former, current and future directors, officers,
employees, other personnel and agents of the members of its Group as witnesses
and any books, records or other documents within its control or that it
otherwise has the ability to make available, to the extent that any such person
(giving consideration to business demands of such directors, officers,
employees, other personnel and agents) or books, records or other documents may
reasonably be required in connection with such defense, compromise or
settlement, and shall otherwise cooperate in such defense, compromise or
settlement.

       

      (c)  Without
limiting any provision of this Section, each of the Parties agrees to cooperate,
and to cause each member of its Group to cooperate, with the other Party in the
defense of any infringement or similar claim with respect to Trade Symbols (as
defined in the Brand Licensing Agreement) or any other mark using the word
“Brink’s” or any derivation thereof and shall not acknowledge, or permit
any member of its Group to acknowledge, the validity or infringing use of any
intellectual property of a third Person in a manner that would hamper or
undermine the defense of such infringement or similar claim.

       

      (d)  The
obligation of the Parties to provide witnesses pursuant to this
Section 7.06 is intended to be interpreted in a manner so as to facilitate
cooperation and shall include the obligation to provide as witnesses inventors
and other officers without regard to whether the witness or the employer of the
witness could assert a possible business conflict (subject to the exception set
forth in the first sentence of Section 7.06(a)).

       

       

       

       

      
        
          
          

        

        
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      (e)  In
connection with any matter contemplated by this Section 7.06, the Parties
will enter into a mutually acceptable joint defense agreement so as to maintain
to the extent practicable any applicable attorney-client privilege or work
product immunity of any member of either Group.

       

      SECTION 7.07. Confidentiality. (a)  Subject
to Section 7.08, each of Brink’s and BHS, on behalf of itself and each
other member of its Group, agrees to hold, and to cause its directors, officers,
employees, agents, accountants, counsel and other advisors and representatives
to hold, in strict confidence, with at least the same degree of care that
applies to confidential and proprietary information of Brink’s pursuant to
policies in effect as of the Distribution Date, all Information concerning the
other Group that is either in its possession (including Information in its
possession prior to the Distribution Date) or furnished by the other Group or
its directors, officers, employees, agents, accountants, counsel and other
advisors and representatives at any time pursuant to this Agreement, any
Ancillary Agreement or otherwise, and shall not use any such Information other
than for such purposes as shall be expressly permitted hereunder or thereunder,
except, in each case, to the extent that such Information has been (i) in
the public domain through no fault of such Party or any other member of such
Group or any of their respective directors, officers, employees, agents,
accountants, counsel and other advisors and representatives, (ii) later
lawfully acquired from other sources by such Party (or any other member of such
Party’s Group), which sources are not known by such Party to be themselves bound
by a confidentiality obligation, or (iii) independently generated without
reference to any proprietary or confidential Information of any member of the
other Group.

       

      (b)  Each
Party agrees not to release or disclose, or permit to be released or disclosed,
any such Information (excluding Information described in clauses (i), (ii) and
(iii) of Section 7.07(a)) to any other Person, except its directors,
officers, employees, agents, accountants, counsel and other advisors and
representatives who need to know such Information (who shall be advised of their
obligations hereunder with respect to such Information), except in compliance
with Section 7.08.  Without limiting the foregoing, when any
Information is no longer needed for the purposes contemplated by this Agreement
or any Ancillary Agreement, each Party will promptly, after request of the other
Party, either return the Information to the other Party in a tangible form
(including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other Party that any Information not returned in a
tangible form (including any such Information that exists in an electronic form)
has been destroyed (and such copies thereof and such notes, extracts or
summaries based thereon).

       

      SECTION 7.08. Protective
Arrangements.  In the event that either Party or any other
member of its Group either determines on the advice of its counsel that it is
required to disclose any Information pursuant to applicable law or receives any
demand under lawful process or from any Governmental Authority to disclose or
provide Information of the other Party (or any other member of the other Party’s
Group) that is subject to the confidentiality provisions hereof, such Party
shall, to the extent permitted by law, notify the other Party prior to
disclosing or providing such Information and shall cooperate, at the expense of
the requesting Party, in seeking any reasonable protective arrangements
requested by such other Party.  Subject to the foregoing, the Person
that received such request may thereafter disclose or provide Information to the
extent required by such law (as so advised by counsel) or by lawful process or
such Governmental Authority.

       

       

       

       

       

      
        
          
          

        

        
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      ARTICLE VIII

       

      Dispute
Resolution

       

      SECTION 8.01. Disputes. Subject
to Section 11.13 and except as otherwise specifically provided in any
Ancillary Agreement, the procedures for discussion, negotiation and mediation
set forth in this Article VIII shall apply to all disputes, controversies
or claims (whether arising in contract, tort or otherwise) that may arise out of
or relate to, or arise under or in connection with, this Agreement or any
Ancillary Agreement, or the transactions contemplated hereby or thereby
(including all actions taken in furtherance of the transactions contemplated
hereby or thereby on or prior to the date hereof), or the commercial or economic
relationship of the parties relating hereto or thereto, between or among any
members of the Brink’s Group, on the one hand, and any members of the BHS Group,
on the other hand.

       

      SECTION 8.02. Escalation;
Mediation. (a)  It is the intent of the Parties to use
reasonable best efforts to resolve expeditiously any dispute, controversy or
claim between or among them with respect to the matters covered hereby that may
arise from time to time on a mutually acceptable negotiated basis.  In
furtherance of the foregoing, a Party involved in a dispute, controversy or
claim may deliver a notice (an “Escalation Notice”)
demanding an in-person meeting involving representatives of the Parties at a
senior level of management (or if the Parties agree, of the appropriate
strategic business unit or division within such entity).  A copy of
any such Escalation Notice shall be given to the General Counsel, or like
officer or official, of the Party involved in the dispute, controversy or claim
(which copy shall state that it is an Escalation Notice pursuant to this
Agreement).  Any agenda, location or procedures for such discussions
or negotiations between the Parties may be established by the Parties from time
to time; provided, however, that the
Parties shall use reasonable best efforts to meet within 30 days of the
Escalation Notice.

       

      (b)  If
the Parties are not able to resolve the dispute, controversy or claim through
the escalation process referred to above, then the matter shall be referred to
mediation.  The Parties shall retain a mediator to aid the Parties in
their discussions and negotiations by informally providing advice to the
Parties.  Any opinion expressed by the mediator shall be strictly
advisory and shall not be binding on the Parties or be admissible in any other
proceeding.  The mediator may be chosen from a list of mediators
previously selected by the Parties or by other agreement of the
Parties.  Costs of the mediation shall be borne equally by the Parties
involved in the matter, except that each Party shall be responsible for its own
expenses.  Mediation shall be a prerequisite to the commencement of
any Action by either Party against the other Party.

       

      (c)  In
the event that any resolution of any dispute, controversy or claim pursuant to
the procedures set forth in Section 8.02(a) or (b) in any way affects an
agreement or arrangement between either of the Parties and a third party
insurance carrier, the consent of such third party insurance carrier to such
resolution, to the extent such consent is required, shall be obtained before
such resolution can take effect.

       

       

       

       

      
        
          
          

        

        
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      SECTION 8.03. Court
Actions. (a)  In the event that either Party, after
complying with the provisions set forth in Section 8.02, desires to
commence an Action, such Party may submit the dispute, controversy or claim (or
such series of related disputes, controversies or claims) to any court permitted
by Section 11.16.

       

      (b)  Unless
otherwise agreed in writing, the Parties will continue to provide service and
honor all other commitments under this Agreement and each Ancillary Agreement
during the course of dispute resolution pursuant to the provisions of this
Article VIII with respect to all matters not subject to such dispute,
controversy or claim.

       

      ARTICLE IX

       

      Further Assurances and
Additional Covenants

       

      SECTION 9.01. Further
Assurances. (a)  In addition to the actions specifically
provided for elsewhere in this Agreement, each of the Parties shall, subject to
Section 4.02, use reasonable best efforts, prior to, on and after the
Distribution Date, to take, or cause to be taken, all actions, and to do, or
cause to be done, all things, reasonably necessary, proper or advisable under
applicable laws, regulations and agreements to consummate and make effective the
transactions contemplated by this Agreement and the Ancillary
Agreements.

       

      (b)  Without
limiting the foregoing, prior to, on and after the Distribution Date, each Party
shall cooperate with the other Party, without any further consideration, but at
the expense of the requesting Party, (i) to execute and deliver, or use
reasonable best efforts to execute and deliver, or cause to be executed and
delivered, all instruments, including any bills of sale, stock powers,
certificates of title, assignments of contracts and other instruments of
conveyance, assignment and transfer as such Party may reasonably be requested to
execute and deliver by the other Party, (ii) to make, or cause to be
made, all filings with, and to obtain, or cause to be obtained, all consents,
approvals or authorizations of, any Governmental Authority or any other
Person under any permit, license, agreement, indenture or other instrument,
(iii) to obtain, or cause to be obtained, any Governmental Approvals or
other Consents required to effect the Separation or the Distribution and
(iv) to take, or cause to be taken, all such other actions as such Party
may reasonably be requested to take by the other Party from time to time,
consistent with the terms of this Agreement and the Ancillary Agreements, in
order to effectuate the provisions and purposes of this Agreement and the
Ancillary Agreements and any transfers of Assets or assignments and assumptions
of Liabilities hereunder or thereunder and the other transactions contemplated
hereby and thereby.

       

      (c)  On
or prior to the Distribution Date, Brink’s and BHS, in their respective
capacities as direct and indirect shareholders of their respective Subsidiaries,
shall each ratify any actions that are reasonably necessary or desirable to be
taken by BHS or any other Subsidiary of Brink’s, as the case may be, to
effectuate the transactions contemplated by this Agreement.

       

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      (d)  The
Parties agree to take any reasonable actions necessary in order for the
Distribution, each step in the Internal Transactions and any other
transaction contemplated by this Agreement or any Ancillary Agreement that is
intended by the Parties to be tax-free to qualify as a tax-free transaction
pursuant to Sections 355, 361(a) and 368(a)(1)(D), as applicable, of the
Code.

       

      (e)  Prior
to the Distribution Date, if either Party identifies any commercial or other
service that is needed to assure a smooth and orderly transition of its business
in connection with the consummation of the transactions contemplated hereby, and
that is not otherwise governed by the provisions of this Agreement or any
Ancillary Agreement, the Parties will cooperate in determining whether there is
a mutually acceptable arm’s-length basis on which the other Party will provide
such service.

       

      (f)  As
soon reasonably possible following the Distribution date, the Parties agree to
determine the final amounts of the intercompany payables to be settled on the
Distribution Date, as set forth in the description of the “Payables
Transactions” on Schedule I hereto.

       

      ARTICLE X

       

      Termination

       

      SECTION 10.01.
Termination.  This
Agreement may be terminated by Brink’s at any time, in its sole discretion,
prior to the Distribution Date.

       

      SECTION 10.02.
Effect of
Termination.  In the event of any termination of this Agreement
prior to the Distribution Date, neither Party (or any of its directors or
officers) shall have any Liability or further obligation to the other
Party.

       

      ARTICLE XI

       

      Miscellaneous

       

      SECTION 11.01.
Counterparts;
Entire Agreement; Corporate Power. (a)  This Agreement and
each Ancillary Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each party hereto or
thereto and delivered to the other parties hereto or thereto.

       

      (b)  This
Agreement, the Ancillary Agreements and the exhibits, schedules and appendices
hereto and thereto contain the entire agreement between the Parties with respect
to the subject matter hereof, supersede all previous agreements, negotiations,
discussions, writings, understandings, commitments and conversations with
respect to such subject matter and there are no agreements or understandings
between the Parties with respect to the subject matter hereof other than those
set forth or referred to herein or therein.

       

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

       

      (c)  Brink’s
represents on behalf of itself and each other member of the Brink’s Group, and
BHS represents on behalf of itself and each other member of the BHS Group, as
follows:

       

      (i) each such
Person has the requisite corporate or other power and authority and has taken
all corporate or other action necessary in order to execute, deliver and perform
each of this Agreement and each Ancillary Agreement to which it is a party and
to consummate the transactions contemplated hereby and thereby; and

       

      (ii) this Agreement
and each Ancillary Agreement to which it is a party has been (or, in the case of
any Ancillary Agreement, will be on or prior to the Distribution Date) duly
executed and delivered by it and constitutes, or will constitute, a valid
and binding agreement of it enforceable in accordance with the terms
thereof.

       

      (d)  Each
Party acknowledges that it and the other Party may execute this Agreement
or any Ancillary Agreement by facsimile, stamp or mechanical
signature.  Each Party expressly adopts and confirms each such
facsimile, stamp or mechanical signature made in its respective name as if it
were a manual signature, agrees that it will not assert that any such signature
is not adequate to bind such Party to the same extent as if it were signed
manually and agrees that at the reasonable request of the other Party at any
time it will as promptly as reasonably practicable cause this Agreement or any
such Ancillary Agreement to be manually executed (any such execution to be as of
the date of the initial date hereof or thereof).  Furthermore,
delivery of an executed signature page (whether executed manually or with a
facsimile, stamp or mechanical signature) of this Agreement or any Ancillary
Agreement by facsimile or electronic transmission shall be effective as delivery
of a manually executed counterpart hereof or thereof.

       

      (e)  Notwithstanding
any provision of this Agreement or any Ancillary Agreement, neither Brink’s nor
BHS shall be required to take or omit to take any act that would violate its
fiduciary duties to any minority shareholders of any non-wholly owned Subsidiary
of Brink’s or BHS, as the case may be (it being understood that directors’
qualifying shares or similar interests will be disregarded for purposes of
determining whether a Subsidiary is wholly owned).

       

      SECTION 11.02.
Governing
Law.  This Agreement and, unless expressly provided therein,
each Ancillary 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 11.03.
Assignability.  Except
as set forth in any Ancillary Agreement, this Agreement and each Ancillary
Agreement shall be binding upon and inure to the benefit of the parties hereto
and thereto and their respective successors and permitted assigns; provided, however, that no
party hereto or thereto may assign its rights or delegate its obligations under
this Agreement or any Ancillary Agreement without the express prior written
consent of the other parties hereto or thereto.

       

      SECTION 11.04.
Third Party
Beneficiaries.  Except for the indemnification rights under
this Agreement of any Brink’s Indemnitee or BHS Indemnitee in their respective
capacities as such, (a) the provisions of this Agreement and each Ancillary
Agreement are solely for the benefit of the parties hereto or thereto and are
not intended to confer upon any Person except the parties hereto or thereto any
rights or remedies hereunder or thereunder and (b) there are no third party
beneficiaries of this Agreement or any Ancillary Agreement and neither this
Agreement nor any Ancillary Agreement shall provide any third person with any
remedy, claim, liability, reimbursement, cause of action or other right in
excess of those existing without reference to this Agreement or any Ancillary
Agreement.

       

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

       

      SECTION 11.05.
Notices. All
notices or other communications under this Agreement or any Ancillary Agreement
shall be in writing and shall be deemed to be duly given when (a) delivered in
person, (b) sent by telecopier (except that, if not sent during normal business
hours for the recipient, then at the opening of business on the next business
day for the recipient) to the fax numbers set forth below or (c) 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,
Virginia 23226

      Attn:  Secretary

      Facsimile:  (804)
289-9765

       

      If to BHS
to:

      


      Brink’s
Home Security Holdings, Inc.

      8880
Esters Boulevard

      Irving,
Texas 75063

      Attn:  Secretary

      Facsimile:  (972) 871-3366

      


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

       

      SECTION 11.06.
Severability.  If
any provision of this Agreement or any Ancillary 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 thereof, 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 or thereby, as the case
may be, 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 11.07.
Force
Majeure. Neither Party shall be deemed in default of this Agreement
or any Ancillary Agreement to the extent that any delay or failure in the
performance of its obligations under this Agreement or any Ancillary Agreement
results from any cause beyond its reasonable control and without its fault or
negligence, such as acts of God, acts of civil or military authority, embargoes,
epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods,
unusually severe weather conditions, labor problems or unavailability of parts,
or, in the case of computer systems, any failure in electrical or air
conditioning equipment.  In the event of any such excused delay, the
time for performance shall be extended for a period equal to the time lost by
reason of the delay.

       

       

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      SECTION 11.08.
Publicity.  Prior
to the Distribution, each of BHS and Brink’s shall consult with each other prior
to issuing any press releases or otherwise making public statements with respect
to the Distribution or any of the other transactions contemplated hereby and
prior to making any filings with any Governmental Authority with respect
thereto.

       

      SECTION 11.09.
Expenses.  Except
as expressly set forth in this Agreement or in any Ancillary Agreement, all
third party fees, costs and expenses paid or incurred in connection with the
Separation and the Distribution will be paid by Brink’s.

       

      SECTION 11.10.
Headings.  The
article, section and paragraph headings contained in this Agreement and in the
Ancillary Agreements are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement or any Ancillary
Agreement.

       

      SECTION 11.11.
Survival of
Covenants. Except as expressly set forth in this Agreement or any
Ancillary Agreement, (a) the covenants in this Agreement and the
liabilities for the breach of any obligations in this Agreement and (b) any
covenants, representations or warranties contained in any Ancillary Agreement
and any liabilities for the breach of any obligations contained in any Ancillary
Agreement, in each case, shall survive each of the Separation and the
Distribution and shall remain in full force and effect.

       

      SECTION 11.12.
Waivers of
Default.  Waiver by any party hereto or to any Ancillary
Agreement of any default by any other party hereto or thereto of any provision
of this Agreement or such Ancillary Agreement shall not be deemed a waiver by
the waiving party of any subsequent or other default.

       

      SECTION 11.13.
Specific
Performance. Subject to Section 4.02 and notwithstanding the
procedures set forth in Article VIII, in the event of any actual or
threatened default in, or breach of, any of the terms, conditions and provisions
of this Agreement or any Ancillary Agreement, the party or parties who are to be
hereby or thereby aggrieved shall have the right to specific performance and
injunctive or other equitable relief of its rights under this Agreement or such
Ancillary Agreement, in addition to any and all other rights and remedies at law
or in equity, and all such rights and remedies shall be cumulative. The other
party or parties shall not oppose the granting of such relief. The parties to
this Agreement and any Ancillary Agreement agree that the remedies at law for
any breach or threatened breach hereof or thereof, including monetary damages,
are inadequate compensation for any loss and that any defense in any action for
specific performance that a remedy at law would be adequate is
waived.  Any requirements for the securing or posting of any bond with
such remedy are waived.

       

       

       

      
        
          
          

        

        
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      SECTION 11.14.
Amendments.  No
provisions of this Agreement or any Ancillary Agreement shall be deemed waived,
amended, supplemented or modified by any party hereto or thereto, 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 11.15.
Interpretation.  Words
in the singular shall be held to include the plural and vice versa and words of
one gender shall be held to include the other genders as the context
requires.  The terms “hereof, “ “herein, “ and “herewith” and words of
similar import, unless otherwise stated, shall be construed to refer to this
Agreement or the applicable Ancillary Agreement as a whole (including all of the
schedules, exhibits and appendices hereto or thereto) and not to any particular
provision of this Agreement or such Ancillary Agreement.  Article,
Section, Exhibit, Schedule and Appendix references are to the articles,
sections, exhibits, schedules and appendices of or to this Agreement or the
applicable Ancillary Agreement unless otherwise specified.  Any
reference herein to this Agreement or any Ancillary Agreement, unless otherwise
stated, shall be construed to refer to this Agreement or such Ancillary
Agreement as amended, supplemented or otherwise modified from time to time, as
permitted by Section 11.14 and the terms of any applicable provision in any
Ancillary Agreement.  The word “including” and words of similar import
when used in this Agreement (or the applicable Ancillary Agreement) shall mean
“including, without limitation,” unless the context otherwise requires or unless
otherwise specified.  The word “or” shall not be
exclusive.

       

      SECTION 11.16.
Jurisdiction;
Service of Process.  Any action or proceeding arising out of or
relating to this Agreement or any Ancillary Agreement shall be brought in the
courts of the State of Virginia located in the County of Henrico 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 or thereto 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 or any Ancillary Agreement in any other
court.  The parties to this Agreement or any Ancillary Agreement agree
that any of them may file a copy of this paragraph with any court as written
evidence of the knowing, voluntary and bargained agreement between the parties
hereto and thereto irrevocably to waive any objections to venue or to
convenience of forum.  Process in any action or proceeding referred to
in the first sentence of this Section may be served on any party to this
Agreement or any Ancillary Agreement anywhere in the world.

       

      SECTION 11.17.
Currency. 
Unless otherwise specified, all references to currency, monetary values and
dollars in this Agreement and any Ancillary Agreement shall mean United States
(U.S.) dollars and all payments shall be made in U.S. dollars.

       

      SECTION 11.18.
Late
Payments. Except as expressly provided to the contrary in this
Agreement or in any Ancillary Agreement, any amount not paid when due pursuant
to this Agreement or any Ancillary Agreement shall accrue interest at a rate per
annum equal to the Prime Rate plus 2%.

       

       

       

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

       

       

      IN
WITNESS WHEREOF, the Parties have caused this Separation and Distribution
Agreement to be executed by their duly authorized representatives.

       

      


      
        	
                THE
      BRINK’S COMPANY,

                 

              
	
                by

              	/s/
      Michael
      Dan
	 
      	
                Name:     Michael T. Dan

              
	 
      	
                Title:      
      President and Chief Executive
  Officer

              


      

      


      


      
        	
                BRINK’S
      HOME SECURITY HOLDINGS, INC.,

                 

              
	
                by

              	/s/
      Robert B. Allen
	 
      	
                Name:       Robert
      B. Allen

              
	 
      	
                Title:        
      President and Chief Executive
Officer

              


      

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
 

      Schedule
I

      Internal
Transactions

       

      The
Internal Transactions will take place in the following steps, all of which will
occur prior to the Distribution in the following order.

       

      Step
1:  First
Internal Share Distribution.  Brink’s Holding Company will
dividend 100% of the stock of BHS Inc. to Brink’s Holding Company’s sole
shareholder, Pittston Services Group, Inc.

       

      Step
2:  Second
Internal Share Distribution.  Pittston Services Group, Inc.
will dividend 100% of the stock of BHS Inc. to its sole shareholder,
Brink’s.

       

      Step
3:  Payables
Transactions.  Immediately prior to the Payables Transactions,
the following intercompany payables will be outstanding:

       

      •    a
payable from Brink’s to BHS Inc., in the form of an intercompany loan (the
“Distributing
Payable”);

       

      •    a
payable from BHS Inc. to Guarding, in connection with BHS Inc.’s sublicense of
intellectual property from Guarding (the “BHS Inc. Payable”);
and

       

      •    a
payable from BHS Canada to Guarding, in connection with BHS Canada’s
sublicense of intellectual property from Guarding (together with the BHS
Inc. Payable, the “BHS
Payables”).

       

      The
Payables Transactions will consist of the following
transactions:  Brink’s will assume the BHS Payables and, in exchange
for such assumption, BHS Inc. (a) will transfer 100% of the outstanding
capital stock of Guarding to Brink’s and (b) will forgive the Distributing
Payable.  The amount by which the BHS Payables exceed the sum of
(i) the fair market value of Guarding and (ii) the Distributing
Payable will be deemed a contribution by Brink’s to BHS Inc. for U.S. federal
income tax purposes.

       

      Step
4:  Internal
Share Contribution.  Brink’s (a) will contribute to BHS
100% of the outstanding capital stock of BHS Inc. and (b) will contribute
to BHS cash in an amount equal to $50 million, as contemplated by the pro forma
balance sheet included in the Form 10.

       

      Step
5:  BHS
Share Recapitalization.  Whether before, after or
simultaneously with Step 4 above, Brink’s will cause the recapitalization
of BHS so that the number of outstanding shares of BHS capital stock will be
equal to the number of shares that will be distributed in the
Distribution.