ex10-1.htm


     

    Exhibit
10.1

     

    
      

      

    

    
 

    


    


    


    CREDIT
AGREEMENT

    


    


    dated as
of

    


    


    October
21, 2008

    


    


    among

    


    


    BRINK’S
HOME SECURITY HOLDINGS, INC.,

    as Borrower,

    


    


    


    The
Lenders Party Hereto

    


    


    and

    


    


    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent,

    


    and

    


    WELLS
FARGO BANK, N.A.,

    as
Syndication Agent

    


    ___________________________

    


    J.P.
MORGAN SECURITIES INC.,

    as Sole
Bookrunner and Sole Lead Arranger

     

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

    Page

    


    
      	
              ARTICLE I Definitions

            	
              1

            
	 
      	 
      
	
              SECTION 1.01.
      Defined Terms.

            	
              1

            
	
              SECTION 1.02.
      Classification of Loans and Borrowings.

            	
              18

            
	
              SECTION 1.03.
      Terms Generally.

            	
              18

            
	
              SECTION 1.04.
      Accounting Terms; GAAP.

            	
              19

            
	
              SECTION 1.05.
      Rounding.

            	
              19

            
	
              SECTION 1.06.
      Times of Day.

            	
              19

            
	
              SECTION 1.07.
      Timing of Payment or Performance.

            	
              19

            
	 
      	 
      
	
              ARTICLE II The Credits

            	
              19

            
	 
      	 
      
	
              SECTION 2.01.
      Commitments.

            	
              19

            
	
              SECTION 2.02.
      Loans and Borrowings.

            	
              20

            
	
              SECTION 2.03.
      Requests for Revolving Loans.

            	
              20

            
	
              SECTION 2.04.
      Swingline Loans.

            	
              21

            
	
              SECTION 2.05.
      Letters of Credit.

            	
              22

            
	
              SECTION 2.06.
      Funding of Borrowings.

            	
              26

            
	
              SECTION 2.07.
      Interest Elections.

            	
              27

            
	
              SECTION 2.08.
      Termination, Reduction and Increase of Commitments.

            	
              28

            
	
              SECTION 2.09.
      Repayment of Loans; Evidence of Debt.

            	
              29

            
	
              SECTION 2.10.
      Prepayment of Loans.

            	
              30

            
	
              SECTION 2.11.
      Fees.

            	
              30

            
	
              SECTION 2.12.
      Interest.

            	
              31

            
	
              SECTION 2.13.
      Alternate Rate of Interest.

            	
              32

            
	
              SECTION 2.14.
      Increased Costs.

            	
              32

            
	
              SECTION 2.15.
      Break Funding Payments.

            	
              33

            
	
              SECTION 2.16.
      Taxes.

            	
              34

            
	
              SECTION 2.17.
      Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs.

            	
              36

            
	
              SECTION 2.18.
      Mitigation Obligations; Replacement of Lenders.

            	
              37

            
	 
      	 
      
	
              ARTICLE III Representations and
      Warranties

            	
              38

            
	 
      	 
      
	
              SECTION 3.01.
      Organization; Powers.

            	
              38

            
	
              SECTION 3.02.
      Authorization; Enforceability.

            	
              39

            
	
              SECTION 3.03.
      Governmental Approvals; No Conflicts.

            	
              39

            
	
              SECTION 3.04.
      Financial Condition; No Material Adverse Change.

            	
              39

            
	
              SECTION 3.05.
      Properties.

            	
              40

            
	
              SECTION 3.06.
      Litigation and Environmental Matters.

            	
              40

            
	
              SECTION 3.07.
      Compliance with Laws and Agreements.

            	
              40

            
	
              SECTION 3.08.
      Investment and Holding Company Status.

            	
              40

            
	
              SECTION 3.09.
      Taxes.

            	
              40

            
	
              SECTION 3.10.
      ERISA.

            	
              41

            
	
              SECTION 3.11.
      Disclosure.

            	
              41

            
	
              SECTION 3.12.
      Margin Securities.

            	
              41

            
	 
      	 
      


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE IV Conditions

            	
              41

            
	 
      	 
      
	
              SECTION 4.01.
      Effective Date.

            	
              41

            
	
              SECTION 4.02.
      Each Credit Event.

            	
              43

            
	 
      	 
      
	
              ARTICLE V Affirmative Covenants

            	
              44

            
	 
      	 
      
	
              SECTION 5.01.
      Financial Statements and Other Information.

            	
              44

            
	
              SECTION 5.02.
      Notices of Material Events.

            	
              45

            
	
              SECTION 5.03.
      Existence; Conduct of Business.

            	
              46

            
	
              SECTION 5.04.
      Payment of Obligations.

            	
              46

            
	
              SECTION 5.05.
      Maintenance of Properties; Insurance.

            	
              46

            
	
              SECTION 5.06.
      Books and Records; Inspection Rights.

            	
              46

            
	
              SECTION 5.07.
      Compliance with Laws.

            	
              47

            
	
              SECTION 5.08. Use
      of Proceeds and Letters of Credit.

            	
              47

            
	
              SECTION 5.09.
      Additional Guarantors; Further Assurances.

            	
              47

            
	
              SECTION 5.10.
      Budget.

            	
              48

            
	 
      	 
      
	
              ARTICLE VI Negative Covenants

            	
              48

            
	 
      	 
      
	
              SECTION 6.01.
      Indebtedness.

            	
              48

            
	
              SECTION 6.02.
      Liens.

            	
              50

            
	
              SECTION 6.03.
      Fundamental Changes.

            	
              51

            
	
              SECTION 6.04.
      Investments, Loans, Advances, Guarantees and
    Acquisitions.

            	
              52

            
	
              SECTION 6.05.
      Swap Agreements.

            	
              54

            
	
              SECTION 6.06.
      Restricted Payments.

            	
              54

            
	
              SECTION 6.07.
      Transactions with Affiliates.

            	
              55

            
	
              SECTION 6.08.
      Restrictive Agreements.

            	
              55

            
	
              SECTION 6.09.
      Change in Fiscal Year.

            	
              56

            
	
              SECTION 6.10.
      Leverage Ratio.

            	
              56

            
	
              SECTION 6.11.
      Fixed Charge Coverage Ratio.

            	
              56

            
	
              SECTION 6.12.
      Sale and Leaseback Transactions.

            	
              56

            
	
              SECTION 6.13.
      Equity Interests of Subsidiaries.

            	
              56

            
	 
      	 
      
	
              ARTICLE VII Events of Default

            	
              56

            
	 
      	 
      
	
              ARTICLE VIII The Administrative
    Agent

            	
              59

            
	 
      	 
      
	
              ARTICLE IX Miscellaneous

            	
              61

            
	 
      	 
      
	
              SECTION 9.01.
      Notices.

            	
              61

            
	
              SECTION 9.02.
      Waivers; Amendments.

            	
              61

            
	
              SECTION 9.03.
      Expenses; Indemnity; Damage Waiver.

            	
              62

            
	
              SECTION 9.04.
      Successors and Assigns.

            	
              64

            
	
              SECTION 9.05.
      Survival.

            	
              67

            
	
              SECTION 9.06.
      Counterparts; Integration; Effectiveness.

            	
              67

            
	
              SECTION 9.07.
      Severability.

            	
              67

            
	
              SECTION 9.08.
      Right of Setoff.

            	
              67

            
	
              SECTION 9.09.
      Governing Law; Jurisdiction; Consent to Service of
      Process.

            	
              68

            
	
              SECTION 9.10.
      WAIVER OF JURY TRIAL.

            	
              68

            
	
              SECTION 9.11.
      Headings.

            	
              69

            
	
              SECTION 9.12.
      Confidentiality.

            	
              69

            
	
              SECTION 9.13.
      Interest Rate Limitation.

            	
              69

            
	
              SECTION 9.14. USA
      Patriot Act.

            	
              69

            


    

    


     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULES:

    


    Schedule
2.01 -- Commitments

    Schedule
3.06 -- Disclosed Matters

    Schedule
6.01 -- Existing Indebtedness

    Schedule
6.02 -- Existing Liens

    Schedule
6.04 -- Investments

    Schedule
6.07 -- Affiliate Transactions

    Schedule
6.08 -- Existing Restrictions

    


    


    


    EXHIBITS:

    


    Exhibit A
-- Form of Assignment and Assumption

    Exhibit B
-- Form of Guaranty

    Exhibit C
-- Form of Borrowing Request

    Exhibit D
-- Form of Interest Election Notice

    Exhibit E
-- Form of Promissory Note

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    CREDIT AGREEMENT dated as of October
21, 2008 among BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation, the
LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent,
and WELLS FARGO BANK, N.A.,  as Syndication Agent.

    


    The parties hereto agree as
follows:

    


    


    ARTICLE I


     

    Definitions

     

    SECTION 1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Acquisition” means
any acquisition or series of acquisitions by any Person of (a) all or
substantially all of the capital stock or other Equity Interests in another
Person, including by way of merger or consolidation, (b) all or
substantially all of the business, assets or operations of another Person or
(c) a portion of the business, assets or operations of another Person
constituting one or more divisions, business units or business lines of such
other Person.

     

    “Act” has the meaning
assigned to such term in Section 9.14.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Loan for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

     

    “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder or any successor agent appointed pursuant to Article
VIII.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

     

    “Agreement” means this
Credit Agreement, dated as of October 21, 2008.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greater of (a) the Prime
Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1⁄2 of 1%.  Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Applicable Margin”
means the percentage per annum set forth in the following table, based on the
Leverage Ratio then in effect for the Borrower; provided that on the
Initial Funding Date the Revolving Loans shall bear interest at a rate equal to
the Adjusted LIBO Rate plus 1.75%.

     

    
      	
               

              Leverage Ratio

            	
              Applicable
      Margin for ABR Loans

            	
              Applicable
      Margin for Eurodollar Loans

            
	
              Greater
      than or equal to 1.50 to 1.00

               

            	
              0.75%

            	
              2.25%

            
	
              Less
      than 1.50 to 1.00 and greater than or equal to 1.00 to 1.00

               

            	
              0.50%

            	
              2.00%

            
	
              Less
      than 1.00 to 1.00

            	
              0.25%

            	
              1.75%

            


    

    


    The
Applicable Margin shall be determined in accordance with the foregoing table
based on the Borrower’s most recent annual or quarterly financial statements
delivered pursuant to this Agreement (the “Financials”).  Adjustments,
if any, to the Applicable Margin shall be effective on the date that the
Administrative Agent has received the applicable Financials.  If the
Borrower fails to deliver the Financials to the Administrative Agent at the time
required pursuant to this Agreement, then the Applicable Margin shall be the
highest Applicable Margin set forth in the foregoing table until the date that
such Financials are so delivered.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment.  If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

     

    “Approved Foreign
Bank” has the meaning assigned to such term in the definition of
“Permitted Investments”.

     

    “Assessment Rate”
means, for any day, the annual assessment rate in effect on such day that is
payable by a member of the Bank Insurance Fund classified as “well-capitalized”
and within supervisory subgroup “B” (or a comparable successor risk
classification) within the meaning of 12 C.F.R. Part 327 (or any successor
provision) to the Federal Deposit Insurance Corporation for insurance by such
Corporation of time deposits made in dollars at the offices of such member in
the United States; provided that if, as
a result of any change in any law, rule or regulation, it is no longer possible
to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative
Agent.

     

    “Auto-Renewal Letter of
Credit” has the meaning assigned to such term in Section
2.05(c)(ii).

     

    “Availability Period”
means the period from and including the Effective Date to, but excluding, the
Maturity Date.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    “Borrower” means
Brink’s Home Security Holdings, Inc., a Virginia corporation.

     

    “Borrowing” means (a)
Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect or (b) a Swingline Loan.

     

    “Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section
2.03.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Cash Flow” means, for
any period, Net Income for such period, plus, (a) without
duplication and to the extent deducted in determining Net Income for such
period, the sum of (i) income tax expense for such period (net of tax refunds),
(ii) Interest Expense for such period, (iii) all amounts attributable to
depreciation and amortization expense for such period, (iv) impairment charges
from subscriber disconnects, (v) cash expenses incurred in connection with the
Transactions, (vi) non-cash, non-recurring charges determined in accordance with
GAAP which do not represent a cash item in the current or any future period,
(vii) extraordinary charges determined in accordance with GAAP and (viii) any
non-cash stock based compensation expense, minus, (b) without
duplication and to the extent included in determining Net Income for such
period, (i) amortization of deferred revenue and (ii) cash expenses for such
period that relate to non-cash stock based compensation expense for the prior
period, plus,
(c)(i) increases in deferral of revenue from new subscribers and (ii) decreases
in deferral of Subscriber Acquisition Costs, minus, (d)(i)
decreases in deferral of revenue from new subscribers and (ii) increases in
deferral of Subscriber Acquisition Costs.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
       

      “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of Equity Interests representing more than 35%
of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated.

       

      “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or,
for purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this
Agreement.

       

      “Charges” has the
meaning assigned to such term in Section 9.13.

       

      “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Swingline Loans.

       

      “Code” means the
Internal Revenue Code of 1986.

       

      “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.08, (b) increased from time to
time pursuant to Section 2.08(d), or (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section
9.04.  The initial amount of each Lender’s Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Commitment, as applicable.  The initial
aggregate amount of the Lenders’ Commitments is $75,000,000.

       

      “Commitment Fee Rate”
means the applicable percentage rate per annum set forth in the following table,
based on the Leverage Ratio then in effect for the Borrower; provided that on the
Effective Date, the Commitment Fee Rate shall initially be 0.25%.

       

      
        	
                Leverage Ratio

              	
                Commitment
      Fee Rate

                 

              
	
                Greater
      than or equal to 1.50 to 1.00

                 

              	
                0.35%

              
	
                Less
      than 1.50 to 1.00 and greater than or equal to 1.00 to 1.00

                 

              	
                0.30%

              
	
                Less
      than 1.00 to 1.00

              	
                0.25%

              


      

      


      The Commitment Fee Rate shall be
determined in accordance with the foregoing table based on the Borrower’s most
recent Financials.  Adjustments, if any, to the Commitment Fee Rate
shall be effective on the date that the Administrative Agent has received the
applicable Financials.  If the Borrower fails to deliver the
Financials to the Administrative Agent at the time required pursuant to this
Agreement, then the Commitment Fee Rate shall be the highest Commitment Fee Rate
set forth in the foregoing table until the date that such Financials are so
delivered.

       

      “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

       

      “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

       

      “Defaulting Lender”
means any Lender that (a) has failed (which failure has not been cured) to fund
or pay any amounts required to be funded or paid by it hereunder on the date
required to be funded or paid by it hereunder or (b) has notified the
Administrative Agent and/or the Borrower that it does not intend to comply with
its obligations under Section 2.02.

       

      “Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America,
any State thereof or the District of Columbia.

       

      “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.06.

       

      “dollars” or “$” refers to lawful
money of the United States of America.

       

      “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 9.02).

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Environmental Laws”
means all applicable laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, release or threatened release of any Hazardous Material or to health
and safety matters.

       

      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the
foregoing.

       

      “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

       

      “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

       

      “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the
Code.

       

      “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

       

      “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

       

      “Event of Default” has
the meaning assigned to such term in Article VII.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes (however denominated)
imposed on (or measured by) its net income  by the United States of
America, or by the jurisdiction (or any political subdivision thereof) under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Administrative
Agent, any Lender, the Issuing Bank, any recipient of any payment made under
this Agreement or the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.18(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender’s
failure to comply with Section 2.16(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section
2.16(a).

       

      “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
reasonably selected by it.

       

      “Financial Officer”
means, as to any Person, the chief financial officer, principal accounting
officer, treasurer or controller of such Person.

       

      “Financials” has the
meaning assigned to such term in the definition of “Applicable
Margin”.

       

      “Fixed Charge Coverage
Ratio” has the meaning assigned to such term in Section
6.11.

       

      “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

       

      “Foreign Subsidiary”
means any Subsidiary of the Borrower that is not a Domestic
Subsidiary.

       

      “GAAP” means generally
accepted accounting principles in the United States of America.

       

      “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Guarantee” of or by
any Person (as used in this definition, the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guarantor in good
faith.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Guarantors” means,
collectively, Brink’s Home Security, Inc., a Delaware corporation, and each
other Domestic Subsidiary of the Borrower that is required to execute a
supplement to the Guaranty pursuant to Section 5.09.

       

      “Guaranty” means the
Guaranty executed by the Guarantors as of the Effective Date hereof in the form
of Exhibit B attached hereto, together with any supplements to the Guaranty
executed pursuant to Section 5.09 and any other Guaranties executed by a
Guarantor hereafter guaranteeing the obligations and the indebtedness evidenced
by this Agreement and the other Loan Documents.

       

      “Hazardous
Materials”  means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

       

      “Indebtedness” of any
Person means, without duplication, (a) all obligations of or advances to
such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property
or services (excluding current accounts payable incurred in the ordinary course
of business), (f) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (g) all Guarantees
by such Person of Indebtedness of others, (h) all Capital Lease Obligations
of such Person, (i) all obligations, contingent or otherwise, of such
Person as an account party in respect of letters of credit and letters of
guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances and (k) all obligations of such Person under any
Swap Agreement.  The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.  The amount of obligations of the Borrower or any
Subsidiary in respect of any Swap Agreement shall, at the time of determination
and for all purposes under this Agreement, be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time
giving effect to current market conditions notwithstanding any contrary
treatment in accordance with GAAP; provided that if the
Indebtedness of any Person for purposes of clause (f) has not been assumed or is
otherwise non-recourse to such Person, then the amount of Indebtedness which is
not assumed or is otherwise non-recourse shall be deemed to be equal to the
lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair
market value of the property encumbered thereby as determined by such Person in
good faith.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Indemnified Taxes”
means Taxes other than Excluded Taxes.

       

      “Indemnitee” has the
meaning assigned to such term in Section 9.03(b).

       

      “Information” has the
meaning assigned to such term in Section 9.12.

       

      “Information
Memorandum” means the Confidential Information Memorandum dated August
15, 2008 relating to the Borrower and the Transactions.

       

      “Initial Funding Date”
means the date on which the initial extension of credit is made under this
Agreement.

       

      “Interest Election
Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.07.

       

      “Interest Expense”
means, with reference to any period, total interest expense (including the
interest component of Capital Lease Obligations) of the Borrower and its
Subsidiaries for such period with respect to all outstanding Indebtedness of the
Borrower and its Subsidiaries (including all commissions, discounts and other
fees and charges owed with respect to letter of credit and bankers’ acceptance
financing and net costs under Swap Agreements in respect of interest rates to
the extent such net costs are allocable to such period in accordance with GAAP),
calculated on a consolidated basis for the Borrower and its Subsidiaries for
such period in accordance with GAAP.

       

      “Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Loan with an Interest Period of more than three months’ duration, each day prior
to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period, and (c) with
respect to any Swingline Loan, the day that such Loan is required to be
repaid.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Interest Period”
means with respect to any Eurodollar Loan, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as the Borrower may
elect; provided, that (a) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Loan only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period pertaining to a Eurodollar
Loan that commences on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the last calendar month
of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period.  For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Loan, thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

       

      “Issuing Bank” means
JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in
Section 2.05(i).  The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such
Affiliate.

       

      “LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of
Credit.

       

      “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of any Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

       

      “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.  Unless the context otherwise requires, the term “Lenders”
includes the Swingline Lender.

       

      “Letter of Credit”
means any letter of credit issued pursuant to this Agreement.

       

      “Letter of Credit Fee”
means the letter of credit fee defined in Section 2.11(b) of this
Agreement.

       

      “Leverage Ratio” has
the meaning assigned to such term in Section 6.10.

       

      “LIBO Rate” means,
with respect to any Eurodollar Loan for any Interest Period, the rate appearing
on Reuters Screen LIBOR01 (or on any successor or substitute screen of such
service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page of such service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period.  In the
event that such rate is not available at such time for any reason, then the
“LIBO Rate” with respect to such Eurodollar Loan for such Interest Period shall
be the rate (rounded upwards, if necessary, to the next 1/100th of 1%) at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset
and (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset.

       

      “Loan Documents” means
this Agreement, the Guaranty, any promissory notes, each letter of credit
reimbursement agreement, any collateral documents and any other document
executed by a Loan Party and delivered to the Administrative Agent or any Lender
in connection with or pursuant to any of the foregoing, now or
hereafter.

       

      “Loan Parties” means,
collectively, the Borrower and the Guarantors.

       

      “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

       

      “Material Adverse
Change” mean any event, development or circumstance that has or could
reasonably be expected to have a Material Adverse Effect.

       

      “Material Adverse
Effect” means a material adverse effect on (a) the business, assets
or condition (financial or otherwise) of the Borrower and the Subsidiaries taken
as a whole, (b) the ability of any Loan Party to perform any of its obligations
under this Agreement or any of the other Loan Documents, (c) the rights of or
benefits available to the Lender under this Agreement or any of the other Loan
Documents, or (d) the validity or enforceability of any of the Loan Documents or
the rights or remedies of the Administrative Agent and the Lenders
thereunder.

       

      “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit) of any one or more of the Borrower and its Subsidiaries which
individually, or in the aggregate, exceed $10,000,000 in principal
amount.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such
time.

       

      “Material Subsidiary”
means any Subsidiary of the Borrower (a) the consolidated assets of which equal
10% or more of the consolidated assets of the Borrower and its Subsidiaries as
of the last day of the fiscal quarter of the Borrower most recently ended, or
(b) the consolidated revenues of which equal 10% or more of the consolidated
revenues of the Borrower and its Subsidiaries for the period of four consecutive
fiscal quarters of the Borrower most recently ended; provided that if (i)
at the end of any fiscal quarter, the consolidated assets of all Subsidiaries
that under clause (a) above would not constitute Material Subsidiaries shall
have exceeded 10% of the consolidated assets of the Borrower and its
Subsidiaries or (ii) for any period of four consecutive fiscal quarters of the
Borrower, the consolidated revenues of all Subsidiaries that under clause (b)
above would not constitute Material Subsidiaries shall have exceeded 10% of the
consolidated revenues of the Borrower and its Subsidiaries, then one or more of
such excluded Subsidiaries shall for all purposes of this Agreement
automatically be deemed to be Material Subsidiaries, in descending order based
on the amounts of such Subsidiaries’ consolidated assets or consolidated
revenues, as applicable, until such excess shall have been
eliminated.  Upon consummation of any Permitted Acquisition, the
Borrower shall determine whether any Subsidiaries of the Borrower formed or
acquired in connection with such Permitted Acquisition would qualify as a
Material Subsidiary pursuant to the criteria set forth above, based upon
(x) a calculation of the consolidated assets of Borrower and its
Subsidiaries as of the last day of the fiscal quarter of the Borrower most
recently ended and (y) a calculation of the consolidated revenues of
Borrower and its Subsidiaries for the period of four fiscal quarters of the
Borrower most recently ended, in each case calculated on a pro forma basis after
giving effect to such Permitted Acquisition as though such Permitted Acquisition
had been consummated on the first day of such fiscal quarter or period of four
fiscal quarters, as the case may be.  If any of such Subsidiaries so
qualifies as a Material Subsidiary, it shall be deemed to be a Material
Subsidiary as of the date of consummation of such Permitted
Acquisition.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Maturity Date” means
October 21, 2012.

       

      “Maximum Rate” has the
meaning assigned to such term in Section 9.13.

       

      “Minimum Liquidity”
means, at any time, the sum of (a)(i) the Commitments, minus, (ii) the
aggregate Revolving Credit Exposure for each Lender at such time, plus, (b) the
aggregate value of the Borrower’s and its Subsidiaries’ (other than
Non-Guarantor Subsidiaries) unrestricted cash at such time determined in
accordance with GAAP.

       

      “Moody’s” means
Moody’s Investors Service, Inc. or any successor thereto.

       

      “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

       

      “Net Income” means,
for any period, the net income (or loss) of the Borrower and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary or is merged into or consolidated with Borrower or
any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a
Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by
Borrower or such Subsidiary in the form of dividends or similar distributions
and (c) the undistributed earnings of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any contractual
obligation or any Requirement of Law applicable to such Subsidiary.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Non-Consenting
Lender” has the meaning assigned to such term in Section
2.18(b).

       

      “Non-Guarantor
Subsidiary” means a Subsidiary of the Borrower that is not a
Guarantor.

       

      “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans, all LC
Exposure, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations including, but not limited to, any obligations
arising under any Cash Management Agreement or Swap Agreement of the Loan
Parties with any Lender, any affiliate of any Lender, or any Person that was a
Lender at the time of entry into such Cash Management Agreement or Swap
Agreement, or otherwise owing to any Lender, the Administrative Agent, the
Swingline Lender, the Issuing Bank or any indemnified party under the Loan
Documents.

       

      “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

       

      “Participant” has the
meaning set forth in Section 9.04.

       

      “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

       

      “Permitted
Acquisition” means any Acquisition by the Borrower and its Subsidiaries;
provided
that:

       

      (a) immediately prior to and after
giving effect to such Acquisition, Minimum Liquidity shall not be less than
$20,000,000;

       

      (b) immediately prior to and after
giving effect to such Acquisition, no Default or Event of Default shall have
occurred and be continuing;

       

      (c) all representations and
warranties contained in the Loan Documents shall be true and correct in all
material respects as if made immediately following the consummation of such
Acquisition, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date;

       

      (d) all transactions in connection
with such Acquisition shall be consummated, in all material respects, in
accordance with all applicable laws and in conformity with all applicable
governmental authorizations;

       

      (e) in the case of an Acquisition
involving the acquisition of Equity Interests of another Person that will become
a Subsidiary of the Borrower after such acquisition, such Person and the direct
owners of the Equity Interests in such Person shall comply with the requirements
of Section 5.09 to the extent applicable;

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (f) such Acquisition shall, if
required, have been approved or recommended by the board of directors or similar
governing body of the Person acquired or the Person from whom such assets or
division is acquired;

       

      (g) the Borrower and its
Subsidiaries shall be in compliance with the financial covenants set forth in
Sections 6.10 and 6.11 as of the last day of the fiscal quarter of the
Borrower most recently ended, calculated on a pro forma basis after giving
effect to such Acquisition (and any Indebtedness to be incurred in connection
therewith) as though such Acquisition had been consummated as of the first day
of the fiscal period covered thereby; and

       

      (h) if consideration is more than
$15,000,000, the Borrower shall have delivered to the Administrative Agent at
least 3 Business Days prior to such proposed Acquisition a certificate, signed
by the Chief Executive Officer or a Financial Officer of the Borrower,
evidencing compliance with clauses (a) and (g) of this definition, together
with all relevant financial information with respect to the acquired assets,
including, without limitation, the aggregate consideration for such Acquisition
and any other information reasonably requested by the Administrative Agent to
demonstrate such compliance.

       

      “Permitted
Encumbrances” means:

       

      (a) Liens imposed by law for taxes
that are not yet past due or are being contested in compliance with
Section 5.04;

       

      (b) landlords’, carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue or are being contested in compliance with
Section 5.04 and Liens in favor of customs and related revenue authorities
arising as a matter of law to secure payment of custom duties in connection with
the importation of goods in the ordinary course of business;

       

      (c) pledges and deposits made in
the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security laws or
regulations;

       

      (d) deposits to secure the
performance of bids, trade contracts, leases, government contracts, statutory
obligations, surety, stay, customs and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of
business;

       

      (e) judgment liens in respect of
judgments that do not constitute an Event of Default under clause (k) of Article
VII; and

       

      (f) easements, zoning
restrictions, rights-of-way and similar encumbrances on real property that do
not secure any monetary obligations and do not materially detract from the value
of the affected property or materially interfere with the ordinary conduct of
business of the Borrower or any Subsidiary;

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

       

      “Permitted
Investments” means:

       

      (a) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof;

       

      (b) investments in commercial
paper maturing within 270 days from the date of acquisition thereof and having,
at such date of acquisition, the highest credit rating obtainable from S&P
or from Moody’s;

       

      (c) investments in certificates of
deposit, banker’s acceptances and time deposits maturing within 12 months from
the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of America or any
State thereof which has a combined capital and surplus and undivided profits of
not less than $500,000,000;

       

      (d) fully collateralized
repurchase agreements with a term of not more than 30 days for securities
described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above;

       

      (e) money market funds that (i)
comply with the criteria set forth in Securities and Exchange Commission Rule
2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and
Aaa by Moody’s and (iii) have portfolio assets of at least
$1,000,000,000;

       

      (f) investments in state and
municipal obligations and/or tax exempt obligations rated A or better with
maturities not greater than 90 days; and

       

      (g) solely with respect to any
Foreign Subsidiary, non-Dollar denominated (i) certificates of deposit of,
bankers acceptances of, or time deposits with, any commercial bank which is
organized and existing under the laws of the country in which such Foreign
Subsidiary maintains its chief executive office and principal place of business;
provided that
such country is a member of the Organization for Economic Cooperation and
Development, and whose short-term commercial paper rating from S&P is at
least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the
equivalent thereof (any such bank being an “Approved Foreign
Bank”) and maturing within twelve months of the date of acquisition and
(ii) equivalent demand deposit accounts which are maintained with an Approved
Foreign Bank.

       

      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

       

      “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.  THE PRIME
RATE IS A REFERENCE RATE AND MAY NOT BE THE LOWEST RATE.

       

      “Quarter End Date” has
the meaning set forth in Section 2.09(ii)(C).

       

      “Register” has the
meaning set forth in Section 9.04(b).

       

      “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

       

      “Rental Expense”
means, for any period, the rental expense of the Borrower and its Subsidiaries
for such period, calculated on a consolidated basis in accordance with
GAAP.

       

      “Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Revolving Credit
Exposures and unused Commitments at such time.

       

      “Requirement of Law”
means, as to any Person, the certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any law, treaty, rule
or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

       

      “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in the Borrower or any Subsidiary or any option, warrant or
other right to acquire any such Equity Interests in the Borrower or any
Subsidiary.

      


      “Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC
Exposure and Swingline Exposure at such time.

       

      “Revolving Loan” means
a Loan made pursuant to Section 2.01.

       

      “S&P” means
Standard & Poor’s Ratings Services (or any successor thereto).

       

       

      
        
          
          

        

        
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      “Spin-Off” means The
Brink’s Company’s dividend and distribution to its shareholders of all of its
shares of the Borrower.

       

      “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board).  Such reserve
percentages shall include those imposed pursuant to such Regulation D of
the Board.  Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D of the Board or any
comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

       

      “Subscriber Acquisition
Costs” means, for any period, the subscriber acquisition costs paid by
the Borrower during such period consisting of (a) incremental sales
compensation, (b) fringe benefits, and (c) sales referral fees paid to third
parties in the ordinary course of business of the Borrower and deferred in
accordance with SFAS 91.

       

      “Subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.  Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
the Borrower.

       

      “Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or the Subsidiaries shall be a Swap Agreement.

       

      “Swingline Commitment”
has the meaning set forth in Section 2.04(a).

       

      “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any
time shall be its Applicable Percentage of the total  Swingline
Exposure at such time.

       

       

      
        
          
          

        

        
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      “Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans
hereunder, or any successor thereto or permitted assign thereof.

       

      “Swingline Loan” means
a Loan made pursuant to Section 2.04.

       

      “Syndication Agent”
means Wells Fargo Bank, N.A., in its capacity as syndication agent for the
Lenders hereunder.

       

      “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

       

      “The Brink’s Company”
means The Brink’s Company, a Virginia corporation.

       

      “Transactions” means
the execution, delivery and performance by the Loan Parties of this Agreement
and the Loan Documents to which it is a party, the borrowing of Loans, the use
of the proceeds thereof and the issuance of Letters of Credit
hereunder.

       

      “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

       

      “Uniform Commercial
Code” means the Uniform Commercial Code in effect in the State of New
York.

       

      “UPG Contract” means
that certain Third Party Logistics & Purchase Agreement, dated as of
November 22, 2006, by and between Brink’s Home Security, Inc. and Universal
Power Group, Inc. (“UPG”) and any modifications, extensions or amendments
thereto and any other contracts with UPG containing substantially similar terms
and conditions, in each case, entered into in the ordinary course of business of
the Borrower and its Subsidiaries.

       

      “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

       

    

    SECTION 1.02.  Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar
Loan”).

     

    SECTION 1.03.  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, amended and
restated, supplemented or otherwise modified (subject to any restrictions on
such amendments, restatements, amendments and restatements, supplements or
modifications set forth herein), (b) any reference herein to any law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such law, (c) any reference herein to
any Person shall be construed to include such Person’s successors and assigns,
(d) the words “herein”, “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (e) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (f) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

     

     

    
      
        
        

      

      
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    SECTION 1.04.  Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until  such notice
shall have been withdrawn or such provision  amended in accordance
herewith.

     

    SECTION 1.05.  Rounding.  Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

     

    SECTION 1.06.  Times of
Day.  Unless otherwise specified herein, all references to
times of day shall be references to Central time (daylight or standard, as
applicable).

     

    SECTION 1.07.  Timing of Payment or
Performance.  When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or
performance required on a day which is not a Business Day, the date of such
payment (other than as described in the definition of Interest Period) or
performance shall extend to the immediately succeeding Business Day and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension.

     

    ARTICLE II

     

    The
Credits

     

    SECTION 2.01.  Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum
of the total Revolving Credit Exposures exceeding the total
Commitments.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

     

     

    
      
        
        

      

      
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    SECTION 2.02.  Loans and
Borrowings.  (a)  Each Revolving Loan shall be made
as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably
in accordance with their respective Commitments.  The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

     

    (b)           Subject
to Section 2.13, each Revolving Loan shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance
herewith.  Each Swingline Loan shall be an ABR Loan.  Each
Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

     

    (c)           At
the commencement of each Interest Period for any Eurodollar Loan, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $5,000,000.  At the time that each ABR Loan is made,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$500,000 and not less than $1,000,000; provided that an ABR
Loan may be in an aggregate amount that is equal to the entire unused balance of
the total Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e) or a Swingline Loan as
contemplated by Section 2.09(a).  Each Swingline Loan shall be in an
amount that is an integral multiple of $100,000 and not less than
$500,000.  Loans of more than one Type and Class may be outstanding at
the same time; provided that there
shall not at any time be more than a total of eight (8) Eurodollar Borrowings
outstanding.

     

    (d)           Notwithstanding
any other provision of this Agreement, the (i) Borrower shall not be entitled to
request, or to elect to convert or continue, any Eurodollar Loan if the Interest
Period requested with respect thereto would end after the Maturity Date and (ii)
Borrower shall not be entitled to request a Eurodollar Loan, upon the occurrence
and during the continuance of an Event of Default.

     

    SECTION 2.03.  Requests for Revolving
Loans.  To request a Revolving Loan, the Borrower shall notify
the Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Loan, not later than 11:00 a.m., three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Loan, not later than
11:00 a.m., one Business Day before the date of the proposed Borrowing; provided that any
such notice of an ABR Loan to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e) may be given not later than 11:00 a.m., on
the date of the proposed Borrowing.  Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by delivery or
telecopy to the Administrative Agent of a written Borrowing Request in the form
attached as Exhibit C hereto.  Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

     

     

    
      
        
        

      

      
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    (i)           the
aggregate amount of the requested Borrowing;

     

    (ii)           the
date of such Borrowing, which shall be a Business Day;

     

    (iii)           whether
such Borrowing is to be an ABR Loan or a Eurodollar Loan;

     

    (iv)           in
the case of a Eurodollar Loan, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

     

    (v)           the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.06.

     

    If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Loan.  If no Interest Period is specified with respect
to any requested Eurodollar Loan, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration.  Promptly
following receipt of a  Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing.

     

    SECTION 2.04.  Swingline
Loans.  (a)  Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000
(the “Swingline
Commitment”) or (ii) the total Revolving Credit Exposures exceeding the
total Commitments; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay
and reborrow Swingline Loans.

     

    (b)           To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 12:00 noon, on
the day of a proposed Swingline Loan.  Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business Day)
and amount of the requested Swingline Loan.  The Administrative Agent
will promptly advise the Swingline Lender of any such notice received from the
Borrower.  The Swingline Lender shall make each Swingline Loan
available to the Borrower by means of a credit (i) to the general deposit
account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) by
3:00 p.m., on the requested date of such Swingline Loan or (ii) to such
other account as the Borrower may have previously directed in writing to the
Swingline Lender by 3:00 p.m. at least one (1) Business Day prior to the
requested date of such Swingline Loan.  Any Swingline Loan shall
reduce the availability under the Swingline Commitment (or participant Lender’s
Commitment as to any participation under the following subsection (c), as
applicable) on a dollar-for-dollar basis.

     

     

    
      
        
        

      

      
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    (c)           The
Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding.  Such notice shall specify the aggregate amount of
Swingline Loans in which Lenders will participate.  Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to
each  Lender, specifying in such notice such Lender’s Applicable
Percentage of such Swingline Loan or Loans.  Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender’s Applicable Percentage of such Swingline Loan or
Loans.  Each Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.  Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06
with respect to Loans made by such Lender (and Section 2.06 shall apply,
mutatis
mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders.  The Administrative Agent shall
notify the Borrower of any participation in any Swingline Loan acquired pursuant
to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline
Lender.  Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may
appear; provided that any
such payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason.  The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.

     

    SECTION 2.05.  Letters of
Credit.  (a)  General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Availability Period.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

     

    (b)           Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(not later than 11:00 a.m. two Business Days (or such later time or date as the
Issuing Bank may agree in a particular instance, in its sole discretion) prior
to the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall
be necessary to prepare, amend, renew or extend such Letter of
Credit.  If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$15,000,000 and (ii) the sum of the total Revolving Credit Exposures shall
not exceed the total Commitments.

     

     

    
      
        
        

      

      
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    (c)           Expiration
Date.

     

    (i)           Each
Letter of Credit shall expire at or prior to the close of business on the
earlier of (A) the date which is one year after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension thereof, one
year after such renewal or extension) and (B) the date which is five
Business Days prior to the Maturity Date.

     

    (ii)           If
the Borrower requests, the Issuing Bank may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic renewal
provisions (each, an “Auto-Renewal Letter of
Credit”); provided that any
such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any
such renewal at least once in each twelve-month period (commencing with the date
of issuance of such Letter of Credit) by giving prior written notice to the
beneficiary thereof not later than a date in each such twelve-month period to be
agreed upon at the time such Letter of Credit is issued.  Unless
otherwise directed by the Issuing Bank in connection with the issuance of any
such Auto-Renewal Letter of Credit, the Borrower shall not be required to make a
specific request to the Issuing Bank for any such renewal.  Once an
Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) the Issuing Bank to permit the renewal of
such Letter of Credit at any time to an expiry date not later than the earlier
of (A) one year from the date of such renewal and (B) the date which is five
Business Days prior to the Maturity Date; provided that the
Issuing Bank shall not permit any such renewal if (x) the Issuing Bank has
determined that it would have no obligation at such time to issue such Letter of
Credit in its renewed form under the terms hereof, or (y) it has received
notice on or before the day that is five Business Days before the date which has
been agreed upon pursuant to the proviso of the first sentence of this
paragraph, from the Administrative Agent or the Required Lenders that one or
more of the applicable conditions specified in Section 4.02 are not then
satisfied.

     

    (d)           Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

     

     

    
      
        
        

      

      
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    (e)           Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 2:00
p.m. (i) on the date that such LC Disbursement is made, if the Borrower shall
have received notice of such LC Disbursement prior to 10:00 a.m. on such date,
or, (ii) if such notice has not been received by the Borrower prior to such time
on such date, then not later than 12:00 noon on the Business Day immediately
following the day that the Borrower receives such notice, provided that the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.04 that such payment be financed with an
ABR Loan or Swingline Loan in an equivalent amount and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Loan or Swingline Loan.  If the Borrower
fails to make such payment when due, the Administrative Agent shall notify each
Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Lender’s Applicable Percentage
thereof.  Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may
appear.  Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Loans or a Swingline Loan as contemplated above) shall not constitute a Loan
and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

     

    (f)           Obligations
Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower’s obligations
hereunder.  Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     

     

    
      
        
        

      

      
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    (g)           Disbursement
Procedures.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h)           Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.12(c) shall
apply.  Interest accrued pursuant to this paragraph shall be for the
account of the Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such
payment.

     

     

    
      
        
        

      

      
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    (i)           Replacement of the Issuing
Bank.  The Issuing Bank may be replaced at any time by written
agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank.  The Administrative Agent shall
notify the Lenders of any such replacement of the Issuing Bank.  At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

     

    (j)           Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (h) or (i) of
Article VII.  Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the Obligations under
this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of the Required Lenders, be
applied to satisfy other Obligations under this Agreement.  If the
Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.

     

    SECTION 2.06.  Funding of
Borrowings.  (a)  Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders;
provided that
Swingline Loans shall be made as provided in Section 2.04.  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, either (i) to an account of
the Borrower maintained with the Administrative Agent by 2:00 p.m. and
designated by the Borrower in the applicable Borrowing Request or (ii) to such
other account as the Borrower may have previously directed in writing to the
Administrative Agent by 2:00 p.m. at least one (1) Business Day prior to such
Borrowing Request by and designated by the Borrower in the applicable Borrowing
Request; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e) shall be remitted by the Administrative Agent to the
Issuing Bank.

     

     

    
      
        
        

      

      
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    (b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower but excluding
the date of payment to the Administrative Agent, at (i) in the case of such
Lender, the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans.  If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.

     

    SECTION 2.07.  Interest
Elections.  (a)  Each Loan initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Loan, shall have an initial Interest Period as specified in such
Borrowing Request.  Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Loan, may elect Interest Periods therefor, all as provided in this
Section.  The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.  This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.

     

    (b)           To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective
date of such election.  Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by delivery or telecopy to
the Administrative Agent of a written Interest Election Request in the form
attached as Exhibit D hereto.

     

     

    
      
        
        

      

      
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    (c)           Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

    (i)           the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

     

    (ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii)           whether
the resulting Borrowing is to be an ABR Loan or a Eurodollar Loan;
and

     

    (iv)           if
the resulting Borrowing is a Eurodollar Loan, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If any
such Interest Election Request requests a Eurodollar Loan but does not specify
an Interest Period, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration.

     

    (d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

     

    (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Loan prior to the end of the Interest Period applicable thereto,
then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR
Loan.  Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Loan may be
converted to or continued as a Eurodollar Loan and (ii) unless repaid, each
Eurodollar Loan shall be converted to an ABR Loan at the end of the Interest
Period applicable thereto.

     

    SECTION 2.08.  Termination, Reduction and
Increase of Commitments.  (a)  Unless previously
terminated, the Commitments shall terminate on the Maturity Date.

     

    (b)           The
Borrower may at any time terminate, or from time to time reduce, in whole or in
part, the Commitments; provided that (i)
each reduction of the Commitments shall be in an amount that is an integral
multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall
not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.10, the total
Revolving Credit Exposures would exceed the total Commitments.

     

    (c)           The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked or extended by the Borrower
(by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied.  Any termination or
reduction of the Commitments shall be permanent.  Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.

     

     

    
      
        
        

      

      
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    (d)           The
Borrower shall have the right, without the consent of the Lenders but with the
prior consent of the Administrative Agent (not to be unreasonably withheld or
delayed), to cause from time to time an increase in the aggregate Commitments of
the Lenders by adding one or more additional lenders each with its own
additional Commitment or by allowing one or more Lenders to increase their
respective Commitments; provided that (i) no
Event of Default shall have occurred and be continuing, (ii) no such increase
shall result in the aggregate Commitments exceeding $125,000,000, (iii) each
such increase shall be in a minimum amount of $5,000,000 and integral multiples
of such amount, (iv) no Lender’s Commitment shall be increased without such
Lender’s consent, and (v) if, on the effective date of any such increase, any
Revolving Loans have been funded, the Borrower shall be responsible for paying
any breakage fees or costs in connection with any reallocation of such
outstanding Revolving Loans.

     

     

    SECTION 2.09.  Repayment of Loans;
Evidence of Debt.  (a)  The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Revolving Loan on the
Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of (A) the Maturity Date, (B) the date
that is the 14th day after such Swingline Loan is made and (C) each March 31,
June 30, September 30 and December 31 (each, a “Quarter End Date”);
provided however, if a
Swingline Loan is made on a date that is less than 5 Business Days prior to a
Quarter End Date, then such Swingline Loan shall be due and payable on the
earlier to occur of the Maturity Date and the date that is 14 days after the
date of the funding of such Swingline Loan; provided further that on each
date that a Borrowing of Revolving Loans is made, the Borrower shall repay all
Swingline Loans then outstanding.

     

    (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c)           The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.

     

    (d)           The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

     

    
      
        
        

      

      
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    (e)           Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender (or, if requested by
such Lender, to such Lender and its registered assigns) in the form attached as
Exhibit E hereto.  Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such
form payable to the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).

     

    SECTION 2.10.  Prepayment of
Loans.  (a)  The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, without
prepayment premium or penalty (other than break funding payments pursuant to
Section 2.15), subject to prior notice in accordance with paragraph (b) of this
Section.

     

    (b)           The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Loan,
not later than 11:00 a.m. three Business Days before the date of prepayment,
(ii) in the case of prepayment of an ABR Loan, not later than 11:00 a.m. one
Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon on the date of
prepayment.  Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked or extended if such notice of termination is
revoked in accordance with Section 2.08.  Promptly following
receipt of any such notice relating to a Revolving Loan, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each partial
prepayment of any Revolving Loan shall be in an amount that would be permitted
in the case of an advance of a Revolving Loan of the same Type as provided in
Section 2.02.  Each prepayment of a Revolving Loan shall be applied
ratably to the Loans included in the prepaid Borrowing.  Prepayments
shall be accompanied by accrued interest to the extent required by Section
2.12.

     

    SECTION 2.11.  Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the
average daily unused portion of the Commitment (excluding the amount of any
Swingline Exposure of the Swingline Lender) of such Lender during the period
from and including the Effective Date to, but excluding, the Maturity Date;
provided that
any commitment fee accrued with respect to that portion of any Commitment of a
Lender that represents the portion of a Loan which such Lender fails to fund as
required hereunder shall not be payable by the Borrower to such Lender so long
as such Lender remains in default of its obligation to fund such Loan hereunder
except to the extent such commitment fee shall otherwise have been due and
payable by the Borrower prior to such time.  Accrued commitment fees
shall be payable in arrears on the last day of March, June, September and
December of each year and on the Maturity Date, commencing on the first such
date to occur after the date hereof.  All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).

     

     

    
      
        
        

      

      
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    (b)           The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Margin used to determine the
interest rate applicable to Eurodollar Loans on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender’s Commitment terminates and
the date on which such Lender ceases to have any LC Exposure, and (ii) to the
Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum
on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.  Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 15 days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

     

    (c)           The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     

    (d)           All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of commitment fees and
participation fees, to the Lenders.  Fees paid shall not be refundable
under any circumstances.

     

    SECTION 2.12.  Interest.  (a)  The
Loans comprising each ABR Loan (including each Swingline Loan) shall bear
interest at the Alternate Base Rate plus the Applicable Margin for ABR
Loans.

     

    (b)           The
Loans comprising each Eurodollar Loan shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin for Eurodollar Loans.

     

    (c)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable hereunder or under any other Loan Document is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, two percent (2%) per annum
plus the  rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount,
two percent (2%) per annum plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.

     

     

    
      
        
        

      

      
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    (d)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the
Commitments; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

     

    (e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     

    SECTION 2.13.  Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Loan:

     

    (a)           the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period; or

     

    (b)           the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period;

     

    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Loan to, or
continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective,
and (ii) if any Borrowing Request requests a Eurodollar Loan, such Borrowing
shall be made as an ABR Loan.

     

    SECTION 2.14.  Increased
Costs.  (a)  If any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate) or the Issuing Bank; or

     

     

    
      
        
        

      

      
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    (ii)           impose
on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or the Issuing Bank
of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction
suffered.

     

    (b)           If
any Lender or the Issuing Bank determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s or the Issuing Bank’s capital or on the capital of such
Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company could have achieved but for such Change in Law, then from
time to time the Borrower will pay to such Lender or the Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or
the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any
such reduction suffered.

     

    (c)           A
certificate of a Lender or the Issuing Bank setting forth in reasonable detail
the amount or amounts necessary to compensate such Lender or the Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a) or
(b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 15 days after receipt thereof.

     

    (d)           Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.

     

    SECTION 2.15.  Break Funding
Payments.  In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked or extended under Section 2.10(b) and is
revoked or extended in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.18,
then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market.  A certificate of any Lender setting forth in reasonable
detail any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender the amount shown
as due on any such certificate within 15 days after receipt
thereof.  JPMorgan Chase Bank, N.A. is authorized (but not obligated)
to debit any deposit account of the Borrower now or hereafter maintained by the
Borrower with JPMorgan Chase Bank, N.A. (including without limitation account
no. _____________) to pay any such amount that is not paid when
due.

     

     

    
      
        
        

      

      
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    SECTION 2.16.  Taxes.  (a)  Any
and all payments by or on account of any obligation of any Loan Party under any
Loan Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if any
Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall
make such deductions and (iii) such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

     

    (b)           In
addition, the Loan Parties shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     

    (c)           Each
applicable Loan Party shall indemnify the Administrative Agent, each Lender and
the Issuing Bank, within 15 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of any such Loan Party under any Loan
Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A certificate as to
the amount of such payment or liability delivered to a Loan Party by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.  However, neither the Administrative Agent, any Lender nor the
Issuing Bank shall be entitled to receive any payment with respect to
Indemnified or Other Taxes that are incurred or accrued more than 270 days prior
to the date the Administrative Agent, such Lender or the Issuing Bank gives
notice and demand thereof to a Loan Party.

     

     

    
      
        
        

      

      
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    (d)           As
soon as reasonably practicable after any payment of Indemnified Taxes or Other
Taxes by any Loan Party to a Governmental Authority, such Loan Party shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

     

    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which a Loan Party is located, or any
treaty to which such jurisdiction is a party, with respect to payments under the
Loan Documents shall deliver to such Loan Party (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by such Loan Party as will permit such payments to be made
without withholding or at a reduced rate.  In addition, any Lender, if
requested by a Loan Party or the Administrative Agent, shall deliver such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by such Loan Party or the Administrative Agent as will
enable such Loan Party or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting
requirements.  Each Lender shall promptly notify the applicable Loan
Party and the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction.  Without
limiting the generality of the foregoing, any Foreign Lender shall deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the
request of any Loan Party or the Administrative Agent, but only if such Foreign
Lender is legally entitled to do so), whichever of the following is
applicable:

     

    (i)           duly
completed copies of Internal Revenue Service Form W-8BEN claiming the
eligibility for benefits of an income tax treaty to which the United States is a
party,

     

    (ii)           duly
complete completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower
within the meaning of Section of 881(c)(3)(B) of the Code, or (C) a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly
and completed copies of Internal Revenue Service Form W-8BEN, or

     

     

    
      
        
        

      

      
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    (iv)           any
other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable law to
permit the Borrower to determine the withholding or deduction required to be
made.

     

    (f)           If
the Administrative Agent or a Lender determines, in its reasonable discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by any Loan Party or with respect to which any Loan Party has
paid additional amounts pursuant to this Section 2.16, it shall pay over such
refund to such Loan Party (but only to the extent of indemnity payments made, or
additional amounts paid, by such Loan Party under this Section 2.16 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that such
Loan Party, upon the request of the Administrative Agent or such Lender, agrees
to repay the amount paid over to such Loan Party (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other
Person.

     

    SECTION 2.17.  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  (a)  The Borrower
shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon on
the date when due, in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made to the Administrative Agent
at its offices at 270 Park Avenue, New York, New York, except payments to be
made directly to the Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03
shall be made directly to the Persons entitled thereto.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  All payments hereunder shall be made in
dollars.

     

    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

     

     

    
      
        
        

      

      
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    (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered,  such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply).  The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of
set-off in accordance with the terms of this Agreement and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.

     

    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank
compensation.

     

    (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully
paid.

     

    SECTION 2.18.  Mitigation Obligations;
Replacement of Lenders.  (a)  If any Lender or
Issuing Bank requests compensation under Section 2.14, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to
Section 2.16, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable
out-of-pocket costs and expenses incurred by any Lender in connection with any
such designation or assignment.

     

     

    
      
        
        

      

      
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    (b)           If
any Lender or Issuing Bank requests compensation under Section 2.14, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender or Issuing Bank, as
applicable, pursuant to Section 2.16, or if any Lender becomes a Defaulting
Lender, refuses to consent to any amendment, waiver or other modification of any
Loan Document requested by the Borrower that requires the consent of all Lenders
in accordance with the terms of Section 9.02 and such amendment, waiver or other
modification is consented to by the Required Lenders (any such Lender, a “Non-Consenting
Lender”), then the Borrower may, at its sole expense and effort, upon
notice to such Lender or Issuing Bank, as the case may be, and the
Administrative Agent, require such Lender or Issuing Bank, as the case may be,
to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and if a Commitment of a Lender is being assigned, the Issuing Bank),
which consent shall not unreasonably be withheld or delayed, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.14 or payments required to be made pursuant to
Section 2.16, such assignment will result in a reduction in such
compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such  assignment and delegation cease to apply.

     

    ARTICLE III

     

    Representations
and Warranties

     

    The Borrower represents and warrants to
the Lenders that:

     

    SECTION 3.01.  Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is
required.

     

     

    
      
        
        

      

      
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    SECTION 3.02.  Authorization;
Enforceability.  (a) The Transactions are within the Borrower’s
corporate powers and have been duly authorized by all necessary corporate and,
if required, stockholder action.  This Agreement has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

     

    (b)           The
Guaranty is within the corporate or equivalent powers of the Guarantors and has
been duly authorized by all necessary corporate and, if required, stockholder or
equivalent action.  The Guaranty has been duly executed and delivered
by the Guarantors and constitutes a legal, valid and binding obligation of such
Guarantor, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at
law.

     

    SECTION 3.03.  Governmental Approvals; No
Conflicts.  The Transactions and the Guaranty (a) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made
and are in full force and effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any Governmental Authority,
(c) except to the extent the same could not reasonably be expected to have a
Material Adverse Effect, will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Borrower or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any of its Subsidiaries (except for
payments made pursuant to and in connection with this Agreement, the Guaranty or
any other Loan Document), and (d) will not result in the creation or imposition
of any Lien on any asset of the Borrower or any of its Subsidiaries except as
otherwise permitted under Section 6.02.

     

    SECTION 3.04.  Financial Condition; No
Material Adverse Change.  (a)  The Borrower has
heretofore furnished to the Administrative Agent (i) the consolidated balance
sheet and statements of income, stockholders equity and cash flows of Brink’s
Home Security, Inc. (A) as of and for the
fiscal years ended December 31, 2006 and December 31, 2007, reported on by KPMG,
independent public accountants, and (B) as of and for each quarterly period
ended at least 45 days prior to the Effective Date and subsequent to the date of
the of the latest financial statements delivered pursuant to clause (A) of this
paragraph, including the period ending June 30, 2008, and (ii) projections for
the Borrower and its Subsidiaries through fiscal year December 31, 2012,
certified by its chief financial officer.  Such financial statements
(other than those described in clause (ii) above) present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(i)(B) above.

     

     

    
      
        
        

      

      
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    (b)           Since
December 31, 2007, there has been no Material Adverse Change.

     

    SECTION 3.05.  Properties.  (a)  Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for minor defects in title that do not materially interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes and Liens permitted under Section
6.02.

     

    (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

             SECTION 3.06.  Litigation and Environmental
Matters.  (a)  There are no actions, suits or proceedings
by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Borrower, threatened in writing against or affecting the
Borrower or any of its Subsidiaries (i) which could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve this Agreement, the
Guaranty or the Transactions.

     

    (b)           Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental
Liability.

     

             SECTION 3.07.  Compliance with Laws and
Agreements.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except, in each case, where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  No Default has
occurred and is continuing which has not previously been disclosed in writing to
the Lenders.

     

             SECTION 3.08.  Investment and Holding
Company Status.  Neither the Borrower nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.

     

             SECTION 3.09.  Taxes.  Each
of the Borrower and its Subsidiaries has timely (taking into account all
extensions) filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the
extent that the failure to so file, pay or cause to be paid could not reasonably
be expected to result in a Material Adverse Effect.

     

     

    
      
        
        

      

      
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             SECTION 3.10.  ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.

     

             SECTION 3.11.  Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all
other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse
Effect.  Neither the Information Memorandum nor any of the other
reports, financial statements, certificates or other information furnished by or
on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time; it being understood that actual results may vary from
such projections and that such variances may be material.

     

             SECTION 3.12.  Margin
Securities.  Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulations U or X of the Board), and no part of the proceeds of any
Loan will be used to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying margin stock.

     

    ARTICLE
IV


     

    Conditions

     

             SECTION 4.01.  Effective
Date.  The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.02):

     

    (a)           The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which may
include telecopy or other electronic transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this
Agreement.

     

    (b)           The
Administrative Agent shall have received a written opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date)
of  Fulbright & Jaworski L.L.P., counsel for the Loan Parties, in
form and substance satisfactory to Administrative Agent, and covering such
matters relating to the Loan Parties, the Loan Documents or the Transactions as
the Administrative Agent shall reasonably request.  The Loan Parties
hereby request such counsel to deliver such opinion.

     

     

    
      
        
        

      

      
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    (c)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization
of the Transactions and any other legal matters relating to the Loan Parties,
the Loan Documents or the Transactions, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.

     

    (d)           The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed by the Chief Executive Officer, the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set
forth in paragraphs (a) and (b) of Section 4.02.

     

    (e)           The
Administrative Agent and the Sole Lead Arranger shall have received all fees and
other amounts invoiced, due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.

     

    (f)           All
approvals of any Governmental Authority and any other third parties (i)
necessary in connection with the Loans contemplated by this Agreement and (ii)
to the extent material to the continuing operations of the Borrower and its
Subsidiaries (including shareholder approvals, if any), shall have been obtained
on satisfactory terms and shall be in full force and effect.

     

    (g)           The
Lenders shall have received (i) satisfactory audited consolidated financial
statements of Brink’s Home Security, Inc. for the two most recent
fiscal years ended prior to the Effective Date as to which such financial
statements are available, (ii) satisfactory unaudited interim consolidated
financial statements of Brink’s Home Security, Inc. for each quarterly
period ended subsequent to the date of the latest financial statements delivered
pursuant to clause (i) of this subsection as to which such financial statements
are available, including the period ending June 30, 2008, and (iii) the
Borrower’s most recent projected income statement, balance sheet and cash flows
through December 31, 2012.

     

    (h)           The
Lenders shall have received such other certificates, documents and other
instruments as are customary for Transactions of this type or as they may
reasonably request, including but not limited to incumbency certificates, a
solvency certificate from the Borrower’s Chief Financial Officer and collateral
releases from prior lenders, all in form and substance reasonably acceptable to
the Administrative Agent, the Sole Lead Arranger, and their
counsel.

     

    (i)           The
corporate structure, capital structure, other debt instruments, and governing
documents of the Borrower and its Affiliates, shall be acceptable to the
Administrative Agent.

     

     

    
      
        
        

      

      
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    (j)           The
payment in full of all Indebtedness of the Borrower and the Guarantors, the
termination of any and all commitments relating thereto and the release of all
liens, if any, granted thereunder (unless otherwise permitted under this
Agreement).

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m. on
November 3, 2008 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

     

             SECTION 4.02.  Each Credit
Event.  The obligation of each Lender to make a Loan on the
occasion of any Borrowing (other than a conversion or continuation of an
existing Loan), and of the Issuing Bank to issue, amend, renew or extend any
Letter of Credit, is subject to the satisfaction of the following
conditions:

     

    (a)           The
representations and warranties of the Borrower set forth in this Agreement and
the representations and warranties of the Guarantors set forth in the Guaranty
shall be true and correct in all material respects on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable except to the extent expressly relating to an
earlier date, in which case they shall be true and correct in all material
respects as of such earlier date.

     

    (b)           At
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default or Event of Default shall have occurred and be
continuing.

     

    (c)           After
giving effect to such Borrowing or the issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, the total Revolving Credit Exposures
shall not exceed the total Commitments.

     

    (d)           On
the Initial Funding Date, evidence satisfactory to the Administrative Agent that
the Spin-Off has been consummated.

     

    (e)           On
the Initial Funding Date, the Administrative Agent (or its counsel) shall have
received from the Guarantors (i) a counterpart of the Guaranty signed by
the Guarantors or written evidence satisfactory to the Administrative Agent
(which may include telecopy or other electronic transmission of a signed
signature page of the Guaranty from the Guarantors) that such party has signed a
counterpart of the Guaranty, (ii) evidence satisfactory to the Administrative
Agent that Brink’s Home Security, Inc. has been released from any and all
liability, as guarantor, pledgor, grantor or otherwise, under that certain
Credit Agreement dated as of August 11, 2006, among The Brink’s Company, certain
subsidiary borrowers and guarantors referred to therein, the lenders party
thereto, and Wachovia Bank, National Association, as administrative agent, in
form and substance satisfactory to the Administrative Agent, and (iii) a written
opinion (addressed to the Administrative Agent and the Lenders and dated as of
the Initial Funding Date) of Fulbright & Jaworski L.L.P., counsel for
Brink’s Home Security, Inc., in form and substance satisfactory to the
Administrative Agent, and covering such matters relating to the Guaranty signed
by Brink’s Home Security, Inc. as the Administrative Agent shall reasonably
request.

     

     

    
      
        
        

      

      
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    Each
Borrowing (other than a conversion or continuation of an existing Loan) and each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed
to constitute a representation and warranty by the Borrower on the date thereof
as to the matters specified in paragraphs (a) and (b) of this
Section.

     

    ARTICLE V


     

    Affirmative
Covenants

     

    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired, terminated, cash collateralized in
accordance with Section 2.05(j) or otherwise backstopped to the reasonable
satisfaction of the Administrative Agent and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

             SECTION 5.01.  Financial Statements and
Other Information.  The Borrower will furnish to the
Administrative Agent and each Lender:

     

    (a)           within
90 days after the end of each fiscal year of the Borrower, its audited
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by KPMG or other independent public accountants of recognized national
standing or otherwise reasonably acceptable to the Administrative Agent (without
a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

     

    (b)           within
45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, its consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

     

    (c)           concurrently
with any delivery of financial statements under clause (a) or
(b) above, a certificate of the Chief Executive Officer or a Financial
Officer of the Borrower (i) certifying as to whether a Default has occurred
and is continuing and, if a Default has occurred and is continuing, specifying
the details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 6.10 and 6.11 and (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of the
audited financial statements referred to in Section 3.04 and, if any such
change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;

     

     

    
      
        
        

      

      
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    (d)           concurrently
with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements
stating whether they obtained knowledge during the course of their examination
of such financial statements of any Default with respect to Sections 6.10 and
6.11 (which certificate may be limited to the extent required by accounting
rules or guidelines);

     

    (e)           promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any
Subsidiary with the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be;

     

    (f)           promptly
following any reasonable request therefor, such other information regarding the
operations, business affairs and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender may reasonably request; and

     

    Information required to be delivered
pursuant to this Section shall be deemed to have been delivered if such
information, or one or more annual or quarterly reports containing such
information, shall have been posted by the Administrative Agent on an IntraLinks
or similar site to which the Lenders have been granted access or shall be
available on the website of the U.S. Securities and Exchange Commission at http://www.sec.gov
and a confirming notice of such posting or availability shall have been
delivered to the Administrative Agent (it being agreed that such notice may be
delivered by electronic communication to an e-mail address provided by the
Administrative Agent to the Borrower for such purpose, as such e-mail address
may be modified by the Administrative Agent from time to time (notice of any
such modification having been given to the Borrower)).  Information
required to be delivered pursuant to this Section may also be delivered by
electronic communications pursuant to procedures approved by the Administrative
Agent.

    


             SECTION 5.02.  Notices of Material
Events.  The Borrower will furnish to the Administrative Agent
prompt written notice of the following:

     

    (a)           the
occurrence of any Default;

     

     

    
      
        
        

      

      
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    (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Affiliate thereof that could reasonably be expected to result in a Material
Adverse Effect;

     

    (c)           the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower and its Subsidiaries in an aggregate amount exceeding
$10,000,000; and

     

    (d)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

             SECTION 5.03.  Existence; Conduct of
Business.  The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and, except to the extent
the failure to do so could not reasonably be excepted to have a Material Adverse
Effect, the rights, licenses, permits, privileges and franchises required in
connection with the conduct of its business; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

     

             SECTION 5.04.  Payment of
Obligations.  The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not
paid, could reasonably be expected to result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings and
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (b) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

     

             SECTION 5.05.  Maintenance of Properties;
Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business (other than property installed in customer locations) in good
working order and condition, ordinary wear and tear and casualty and
condemnation excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

     

             SECTION 5.06.  Books and Records;
Inspection Rights.  The Borrower will, and will cause each of
its Subsidiaries to, keep proper books of record and account in a manner
sufficient to allow preparation of financial statements in accordance with
GAAP.  The Borrower will, and will cause each of its Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender,
upon reasonable prior notice, during normal business hours, to visit and inspect
its properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested;
provided that
upon the occurrence and during the continuation of a payment Default or an Event
of Default, no prior notice shall be required and the Administrative Agent or
any Lender may so visit, inspect, examine, make extracts, and discuss, from time
to time and at any and all times as it may elect in its sole discretion and the
Borrower shall be given reasonable opportunity to participate in any discussions
with its independent accountants.

     

     

    
      
        
        

      

      
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             SECTION 5.07.  Compliance with
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     

             SECTION 5.08.  Use of Proceeds and Letters
of Credit.  The proceeds of the Loans will be used (a) to
finance the working capital requirements of the Borrower and its Subsidiaries
and (b) for general corporate purposes of the Borrower and its Subsidiaries
(including Permitted Acquisitions).  No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including
Regulations T, U and X.

     

             SECTION 5.09.  Additional Guarantors;
Further Assurances.  (a) Upon the formation or acquisition of
any Domestic Subsidiary of the  Borrower that is a Material Subsidiary
(other than a Domestic Subsidiary that is a direct or indirect subsidiary of a
Foreign Subsidiary) at any time after the Effective Date, or upon any Domestic
Subsidiary becoming a Material Subsidiary at any time after the Effective Date,
the Borrower shall, within 10 Business Days after such formation or acquisition,
or within 10 Business Days after Borrower determines that such Domestic
Subsidiary is a Material Subsidiary, as the case may be (or such later date as
the Administrative Agent may agree in its sole discretion):

     

    (i)           cause
such Domestic Subsidiary to become a Guarantor under the Guaranty by executing
and delivering to the Administrative Agent a supplement to the Guaranty in the
form specified therein, whereby such Domestic Subsidiary shall guarantee the
obligations of the Loan Parties under the Loan Documents; and

     

    (ii)           deliver
to the Administrative Agent documents of the types referred to in clause (i) of
Section 4.01 with respect to such Domestic Subsidiary and, if requested by the
Administrative Agent, opinions of counsel (which shall cover, among other
things, the legality, binding effect and enforceability of the documentation
referred to in clause (i) above), all in form, substance, content and scope
reasonably acceptable to the Administrative Agent.

     

    (b)           Without
limiting the foregoing, each of the Borrower and its Domestic Subsidiaries will,
and will cause each of its Domestic Subsidiaries to, execute and deliver, or
cause to be executed and delivered, to the Administrative Agent such documents,
agreements and instruments, and will take or cause to be taken such further
actions (including deliveries of the type required by Section 4.01, as
applicable), which may be required by law or which the Administrative Agent may,
from time to time, reasonably request to carry out the terms and conditions of
this Agreement and the other Loan Documents, all at the expense of the
Borrower.

     

     

    
      
        
        

      

      
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             SECTION 5.10.  Budget.  No
more than 90 days after the commencement of each fiscal year of the Borrower,
the Borrower will deliver to the Administrative Agent a consolidated budget for
such fiscal year (including a projected consolidated balance sheet and related
statement of projected operations and cash flow as of the end of and for such
fiscal year and setting forth the assumptions used for purposes of preparing
such budget) in form substantially consistent with that delivered on or prior to
the Effective Date pursuant to Section 3.04 and, promptly after it is available,
any significant revisions of such budget.

     

    ARTICLE
VI


     

    Negative
Covenants

     

    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of
Credit have expired, terminated, cash collateralized in accordance with Section
2.05(j) or otherwise backstopped to the reasonable satisfaction of the
Administrative Agent and all LC Disbursements shall have been reimbursed, the
Borrower covenants and agrees with the Lenders that:

     

             SECTION 6.01.  Indebtedness.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Indebtedness, except:

     

    (a)           Indebtedness
created hereunder;

     

    (b)           Indebtedness
existing on the date hereof and set forth in Schedule 6.01,  and modifications,
refinancings, extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof except to the
extent otherwise permitted under this Section;

     

    (c)           Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any
other  Subsidiary; provided that (i) in
the case of any Indebtedness owing by a Loan Party to any Non-Guarantor
Subsidiary, such Indebtedness shall be unsecured and on terms (including
subordination terms) reasonably acceptable to the Administrative Agent and (ii)
such Indebtedness shall be otherwise permitted under the provisions of Section
6.04;

     

    (d)           Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Borrower or any other Subsidiary; provided that (i) the
Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees
permitted under this clause (d) shall, if applicable, be subordinated to the
Obligations on the same terms as the Indebtedness so Guaranteed is subordinated
to the Obligations and (iii)(x) the aggregate outstanding principal amount of
Indebtedness of Non-Guarantor Subsidiaries that is Guaranteed by any Loan Party,
plus, (y) the
aggregate amount of any loans and/or advances then outstanding from any Loan
Party to any Non-Guarantor Subsidiary under Section 6.04(d), shall not exceed
$15,000,000 in the aggregate at any time outstanding;

     

     

    
      
        
        

      

      
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    (e)           Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition,
construction, repair or improvement of any fixed or capital assets, including
Capital Lease Obligations, any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to
the acquisition thereof, and modifications, refinancings, extensions, renewals
and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof except to the extent otherwise permitted under this
Section; provided that (i)
such Indebtedness is incurred prior to or within 120 days after such acquisition
or the completion of such construction, repair or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (e) shall
not exceed $30,000,000 at any time outstanding;

     

    (f)           Indebtedness
of the Borrower or any Subsidiary as an account party in respect of trade
letters of credit;

     

    (g)           Indebtedness
in respect of Swap Agreements permitted under Section 6.05;

     

    (h)           Indebtedness
in respect of netting services, overdraft protections and similar arrangements
in each case in connection with deposit accounts;

     

    (i)           Indebtedness
representing deferred compensation to employees of the Borrower and its
Subsidiaries not to exceed $12,000,000 in the aggregate at any time
outstanding;

     

    (j)           Indebtedness
arising under UPG Contracts;

     

    (k)           Indebtedness
(other than for borrowed money) subject to Liens permitted under Section 6.02(a)
as they relate to clauses (b) and (d) in the definition of Permitted
Encumbrances;

     

    (l)           Indebtedness
of the Borrower and its Subsidiaries (i) assumed in connection with a Permitted
Acquisition; provided (A) such
Indebtedness is in respect of existing Capital Lease Obligations and purchase
money Indebtedness, (B) any Liens with respect to such Indebtedness relate only
to the asset leased or acquired (and accessions thereto and proceeds thereof)
with such Indebtedness and (C) the principal amount of such Indebtedness does
not exceed 100% of the total purchase price of the assets so leased or acquired
with such Indebtedness or (ii) owed to the seller of any property acquired in a
Permitted Acquisition on an unsecured subordinated basis on terms acceptable to
the Administrative Agent, in each case, so long as both immediately prior and
after giving effect thereto, (x) no Event of Default shall exist or result
therefrom and (y) the Borrower and its Subsidiaries will be in compliance on a
pro forma basis with the covenants set forth in Sections 6.10 and
6.11;

     

    (m)           unsecured
Indebtedness incurred by the Borrower or its Subsidiaries in a Permitted
Acquisition or disposition permitted hereunder under agreements providing for
the adjustment of purchase price or similar adjustments so long as both
immediately prior and after giving effect thereto, (x) no Event of Default shall
exist or result therefrom and (y) the Borrower and its Subsidiaries will be in
compliance on a pro forma basis with the covenants set forth in Sections 6.10
and 6.11;

     

     

    
      
        
        

      

      
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    (n)           Indebtedness
of the type described in Section 6.01(e) solely for the purpose of financing the
acquisition, construction, repair or improvement of a third monitoring center in
an amount not to exceed $10,000,000; and

     

    (o)           other
unsecured Indebtedness in an aggregate principal amount not exceeding
$25,000,000 at any time outstanding; provided that the
aggregate principal amount of Indebtedness of the Borrower’s Subsidiaries
permitted by this clause (o) shall not exceed $15,000,000 at any time
outstanding.

     

             SECTION 6.02.  Liens.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

     

    (a)           Permitted
Encumbrances;

     

    (b)           any
Lien on any property or asset of the Borrower or any Subsidiary existing on the
date hereof and set forth in Schedule 6.02; provided that (i)
such Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary other than (1) after acquired property that is affixed or
incorporated into the property covered by such Lien and (2) the proceeds thereof
and (ii) such Lien shall secure only those obligations which it secures on the
date hereof and extensions, renewals and replacements thereof that do not
increase the outstanding principal amount thereof except as otherwise permitted
under 6.01(e);

     

    (c)           any
Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be,
(ii) such Lien shall not apply to any other property or assets of the
Borrower or any Subsidiary (other than the proceeds thereof) and (iii) such Lien
shall secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary, as the case may be and
extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;

     

    (d)           Liens
on fixed or capital assets acquired, constructed, repaired or improved by the
Borrower or any Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by
clause (e) of Section 6.01, (ii) such security interests and the
Indebtedness secured thereby are incurred prior to or within 120 days after
such acquisition or the completion of such construction, repair or improvement
and (iii) such security interests shall not apply to any other property or
assets of the Borrower or any Subsidiary (other than the proceeds
thereof);

     

    (e)           leases,
non-exclusive licenses, subleases or sublicenses granted to others (other than
in connection with borrowed money) in the ordinary course of business and that
do not interfere in any material respect with the business of the Borrower or
any of its Subsidiaries;

     

     

    
      
        
        

      

      
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    (f)           Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial
Code on items in the course of collection and (ii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the right
of set-off) and which are within the general parameters customary in the banking
industry; and

     

    (g)           Liens
(i) on cash advances in favor of the seller of any property to be acquired in
connection with an investment permitted under Section 6.04(f) and (p) to be
applied against the purchase price for such investment and (ii) consisting of an
agreement to dispose of any property in a disposition not prohibited under
Section 6.03, in each case, solely to the extent such investment or disposition,
as the case may be, would have been permitted on the date of the creation of
such Lien;

     

    (h)           Liens
in favor of the Borrower or any Subsidiary that is a Guarantor securing
Indebtedness permitted under Section 6.01(c);

     

    (i)           Liens
encumbering reasonable customary initial deposits and margin deposits and
similar liens attaching to commodity trading accounts or other brokerage
accounts incurred in the ordinary course of business and not for speculative
purposes;

     

    (j)           Liens
with respect to obligations (other than for Indebtedness) that do not in the
aggregate exceed $10,000,000 at any time outstanding.

     

             SECTION 6.03.  Fundamental
Changes.  (a)  The Borrower will not, and will not permit
any Subsidiary to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, or sell, transfer, lease
or otherwise dispose of (in one transaction or in a series of transactions) all
or substantially all of its assets, or all or substantially all of the stock of
any of its Subsidiaries that are Guarantors (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing or would result therefrom:

     

    (i)           any
Subsidiary may merge into or consolidate with the Borrower in a transaction in
which the Borrower is the surviving corporation,

     

    (ii)           any
Subsidiary (whether or not a Guarantor) may merge into or consolidate with any
Guarantor in a transaction in which the surviving entity is a
Guarantor,

     

    (iii)           any
Non-Guarantor Subsidiary may merge into or consolidate with any other
Non-Guarantor Subsidiary; provided that if,
after giving effect to such merger or consolidation, such surviving Subsidiary
is a Material Subsidiary, then such Material Subsidiary shall promptly (and in
any event not less than 10 Business Days after such merger or consolidation)
comply with the provisions of Section 5.09;

     

     

    
      
        
        

      

      
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    (iv)           any
Subsidiary may sell, transfer, lease or otherwise dispose of all or
substantially all of its assets (upon voluntary liquidation, dissolution or
otherwise) to the Borrower or to another Subsidiary; provided, that if the
transferor in such a transaction is a Guarantor, then (A) the transferee must be
either the Borrower or another Guarantor or (B) to the extent constituting an
investment, such investment must be an investment permitted under Section
6.04;

     

    (v)           any
Non-Guarantor Subsidiary may sell, transfer, lease or otherwise dispose of its
assets to any Loan Party or any other Non-Guarantor Subsidiary; provided that if,
after giving effect to such sale, transfer, lease or disposition, such
transferee is a Material Subsidiary, then such Material Subsidiary shall
promptly (and in any event not less than 10 Business Days after such sale,
transfer, lease or disposition) comply with the provisions of Section
5.09;

     

    (vi)           the
Borrower and any Subsidiary may merge with any other Person in order to effect
(A) an investment or Acquisition permitted pursuant to Section 6.04, provided that the
Borrower or a Guarantor shall be the surviving Person of any merger involving
the Borrower or a Guarantor, respectively, or (B) a disposition not prohibited
by this Section 6.03; provided that prior
to the consummation of such disposition, the Administrative Agent has received
evidence satisfactory to the Administrative Agent that such Subsidiary is not a
Material Subsidiary as determined immediately prior to such merger;
and

     

    (vii)           the
Borrower may merge with another corporation in order to change the Borrower’s
jurisdiction of organization; provided
that:

     

    
      	
               
      

            	
              (A)

            	
              the
      entity so formed by or resulting from such merger is an entity organized
      or existing under the laws of the United States, any state thereof or the
      District of Columbia;

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      entity so formed by or resulting from such merger assumes all the
      obligations of the Borrower under the Loan Documents to which the Borrower
      is a party pursuant to agreements reasonably satisfactory to the
      Administrative Agent; and

            


    

     

    
      	
               
      

            	
              (C)

            	
              immediately
      before and after giving effect to such merger no Default or Event of
      Default shall have occurred and be
continuing.

            


    

     

            (b)           The
Borrower will not, and will not permit any of its Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by
the Borrower and its Subsidiaries on the date of execution of this Agreement and
businesses reasonably related or ancillary thereto.

     

             SECTION 6.04.  Investments, Loans,
Advances, Guarantees and Acquisitions.  The Borrower will not,
and will not permit any of its Subsidiaries to, purchase, hold or acquire any
capital stock, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other equity interest in, any other
Person, or make any Acquisition, except:

     

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (a)           Permitted
Investments;

     

    (b)           investments
by the Borrower existing on the date hereof and set forth in Schedule
6.04;

     

    (c)           investments
in Equity Interests of Subsidiaries of the Borrower or transfers of non-cash
assets of the Borrower or any Subsidiary; provided that, other
than investments in Equity Interests of Subsidiaries that are Guarantors or the
transfer of non-cash assets between the Borrower and Subsidiaries that are
Guarantors, the aggregate amount of any such investments made after the
Effective Date shall not exceed $15,000,000 in the aggregate at any time
outstanding;

     

    (d)           loans
or advances made by the Borrower to any Subsidiary and made by any Subsidiary to
the Borrower or any other Subsidiary; provided that (i) the
outstanding aggregate principal amount of any such loans and/or advances made by
Loan Parties to Non-Guarantor Subsidiaries, plus, (ii) the
outstanding aggregate principal amount of Indebtedness of Non-Guarantor
Subsidiaries that is Guaranteed by any Loan Party under Section 6.01(d) shall
not exceed $15,000,000 in the aggregate at any time outstanding;

     

    (e)           Guarantees
constituting Indebtedness permitted by Section 6.01;

     

    (f)           Permitted
Acquisitions;

     

    (g)           loans
or advances to officers, directors and employees of the Borrower and the
Subsidiaries in an aggregate amount not to exceed $100,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

     

    (h)           investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors;

     

    (i)           investments
in Swap Agreements permitted under Section 6.05;

     

    (j)           investments
(including debt obligations and Equity Interests) received by the Borrower or
any of its Subsidiaries in connection with the bankruptcy or reorganization of
suppliers and customers of the Borrower or any of its Subsidiaries and in
settlement of delinquent obligations of, and other disputes with, such customers
and suppliers arising in the ordinary course of business and any such
investments received upon any foreclosure by the Borrower or any of its
Subsidiaries of any secured investment made by such Person;

     

    (k)           to
the extent constituting an Acquisition, the Spin-Off;

     

    (l)           promissory
notes and other non-cash consideration received in connection with dispositions
not prohibited by Section 6.03;

     

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    (m)           transactions
permitted under Section 6.02(a), as they relate to clauses (c) and (d) of the
definition of Permitted Encumbrances, Sections 6.02(g) and (i) and Section
6.06;

     

    (n)           Guarantees
(other than Guarantees constituting Indebtedness) in the ordinary course of
business;

     

    (o)           investments
in the form of options, warrants and other rights to receive equity obtained in
connection with contracts entered into in the ordinary course of business of the
Borrower and its Subsidiaries; provided that such
options, warrants and other rights to receive equity are given as additional
consideration under such contracts and not in lieu of cash payments;
and

     

    (p)           other
loans, advances and investments not exceeding $30,000,000 in the aggregate at
any time outstanding; provided that (a)
immediately prior to and after giving effect to such investment, Minimum
Liquidity shall not be less than $20,000,000 and (b) the Borrower shall be in
compliance with the financial covenants set forth in Sections 6.10 and 6.11 as
of the last day of the fiscal quarter of the Borrower most recently ended,
calculated on a pro forma basis after giving effect to such investment (and any
Indebtedness to be incurred in connection therewith) as if such investment had
been made as of the first day of the fiscal period covered thereby.

     

             SECTION 6.05.  Swap
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of the
Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in
order to effectively swap, put, option, cap, collar, exchange or otherwise hedge
(i) interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary and (ii) currency
exchange rates.

     

             SECTION 6.06.  Restricted
Payments.  The Borrower will not, and will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except:

     

    (a)           the
Borrower and its Subsidiaries may declare and pay dividends with respect to its
Equity Interests payable solely in additional shares of its common
stock,

     

    (b)           Subsidiaries
may declare and pay dividends ratably with respect to their Equity
Interests,

     

    (c)           the
Borrower may make Restricted Payments pursuant to and in accordance with stock
option plans or other benefit plans for management or employees of the Borrower
and its Subsidiaries;

     

    (d)           repurchases
of Equity Interests of the Borrower deemed to occur upon the non-cash exercise
of stock options and warrants; and

     

    (e)           transactions
expressly permitted by Sections 6.04(d) and (k);

     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    (f)           other
Restricted Payments; provided
that:

     

    (i)           no
Default or Event of Default has occurred and is continuing;

     

    
      	
               
      

            	
              (ii)

            	
              immediately
      prior to and after giving effect to such Restricted Payment, Minimum
      Liquidity shall not be less than
$20,000,000;

            


    

     

    (iii)           the
Borrower and the Guarantor shall be in compliance with the financial covenants
set forth in Sections 6.10 and 6.11 as of the last day of the fiscal quarter of
the Borrower most recently ended, calculated on a pro forma basis after giving
effect to such Restricted Payment as though such Restricted Payment had been
made as of the first day of the fiscal period covered thereby; and

     

    (iv)           the
Borrower shall have delivered to the Administrative Agent at least 3 Business
Days prior to such proposed Restricted Payment in excess of $15,000,000 a
certificate, signed by the Chief Executive Officer or a Financial Officer of the
Borrower, evidencing compliance with clauses (i) and (ii) of this clause
(f).

     

             SECTION 6.07.  Transactions with
Affiliates.  The Borrower will not, and will not permit any of
its Subsidiaries to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except
(a) in the ordinary course of business at prices and on terms and conditions not
less favorable to the Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties, (b) transactions between or
among the Borrower and its wholly owned Subsidiaries not involving any other
Affiliate, (c)  any transaction permitted under Sections 6.04(g) and
(k) and any Restricted Payment permitted by Section 6.06 and (d) transactions
set forth in Schedule 6.07.

     

             SECTION 6.08.  Restrictive
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing (A) on the date hereof identified on Schedule 6.08 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition) or (B) on the date a
Subsidiary of the Borrower becomes a Subsidiary so long as the agreement related
thereto was not entered into solely in contemplation of such Person becoming a
Subsidiary of the Borrower, (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale, lease
or disposition of assets pending such transaction, provided such restrictions
and conditions apply only to the assets that are the subject of such transaction
and such transaction is permitted hereunder, (iv) clause (a) of the foregoing
shall not apply to restrictions or conditions imposed by any agreement relating
to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness and
(v) clause (a) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof.

     

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

             SECTION 6.09.  Change in Fiscal
Year.  The Borrower will not change the manner in which either
the last day of its fiscal year or the last days of the first three fiscal
quarters of its fiscal year is calculated.

     

             SECTION 6.10.  Leverage
Ratio.  The Borrower will not permit the ratio of Indebtedness
to Cash Flow to be greater than 2.50 to 1.00 (the “Leverage Ratio”),
determined on the last day of each fiscal quarter of the Borrower for the four
quarters ending on such date; provided that if
during such period the Borrower shall have made a material disposition or
acquisition, Cash Flow for such period shall be calculated immediately after
giving pro forma effect thereto as if such material disposition or
acquisition (including any Indebtedness incurred, acquired or repaid in
connection therewith) occurred on the first day of such period.  For
purposes of this Section 6.10, the term “material disposition or acquisition”
shall mean any disposition or acquisition where the sales proceeds or purchase
price, as applicable, thereof is greater than or equal to
$15,000,000.

     

             SECTION 6.11.  Fixed Charge Coverage
Ratio.  The Borrower will not permit the ratio of (a) Cash
Flow, minus,
(a) the sum of (i) all amounts attributable to depreciation and amortization
expense of the Borrower as reflected in the Borrower’s statements of cash flow
for such period, minus, (ii) all
amounts attributable to the amortization of deferred Subscriber Acquisition
Costs, plus,
Rental Expense to (b) Interest Expense, plus, Rental Expense
to be less than 2.00 to 1.00 (the “Fixed Charge Coverage
Ratio”).

     

             SECTION 6.12.  Sale and Leaseback
Transactions.  Borrower shall not and shall not permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred, except for any
such sale of any fixed or capital assets by the Borrower or any Subsidiary that
is made for cash consideration in an amount not less than the fair value of such
fixed or capital asset and is consummated within 120 days after the
Borrower or such Subsidiary acquires or completes the construction of such fixed
or capital asset.

     

             SECTION 6.13.  Equity Interests of
Subsidiaries.  Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or permit to exist any purchase
option, call or similar right of a third party with respect to any Equity
Interests owned by it.

     

    ARTICLE
VII


     

    Events
of Default

     

    If any of the following events (“Events of Default”)
shall occur:

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (a)           the
Borrower or any Guarantor shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable;

     

    (b)           the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of three Business
Days;

     

    (c)           any
representation or warranty made or deemed made by or on behalf of the Borrower,
any Subsidiary or any Guarantor in any Loan Document, or any amendment or
modification hereof or thereof or waiver hereunder or thereunder, shall prove to
have been incorrect in any material respect when made or deemed
made;

     

    (d)           the
Borrower or any Guarantor, if applicable, shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with
respect to the Borrower’s existence) or 5.08 or in Article VI;

     

    (e)           the
Borrower or any Guarantor, if applicable, shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement or any other Loan
Document (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after
notice thereof from the Administrative Agent to the Borrower (which notice will
be given at the request of any Lender);

     

    (f)           the
Borrower or any Subsidiary shall fail to make any payment of principal or
interest in respect of any Material Indebtedness, when and as the same shall
become due and payable (beyond any applicable grace period) (whether or not such
failure results in acceleration);

     

    (g)           any
event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity
(whether or not such failure results in acceleration); provided that this
clause (g) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;

     

    (h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
the Borrower, any Subsidiary or any Guarantor or its debts, or of a substantial
part of its assets, under any  Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower, any Subsidiary or any
Guarantor or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order
or decree approving or ordering any of the foregoing shall be
entered;

     

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    (i)           the
Borrower, any Subsidiary or any Guarantor shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower, any Subsidiary or any
Guarantor or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the
foregoing;

     

    (j)           the
Borrower, any Subsidiary or any Guarantor shall become unable, admit in writing
its inability or fail generally to pay its debts as they become
due;

     

    (k)           one
or more judgments for the payment of money not covered by insurance in an
aggregate amount in excess of $10,000,000 shall be rendered against the
Borrower, any Subsidiary, any Guarantor or any combination thereof and the same
shall remain undischarged for a period of 60 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Borrower, any
Subsidiary or any Guarantor to enforce any such judgment;

     

    (l)           an
ERISA Event shall have occurred that, in the opinion of the Administrative Agent
and the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse
Effect; or

     

    (m)           a
Change in Control shall occur;

     

    then, and
in every such event (other than an event with respect to the Borrower described
in clause (h) or (i) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different
times:  (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
Obligations accrued hereunder, shall become  due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
Obligations accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

     

     

    
      
        
        

      

      
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    ARTICLE VIII

     

    The
Administrative Agent

     

    Each of the Lenders and the Issuing
Bank hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof, together with such actions and powers as are reasonably incidental
thereto.

     

    The bank serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder.

     

    The Administrative Agent shall not have
any duties or obligations except those expressly set forth
herein.  Without limiting the generality of the foregoing,
(a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 2.05(j) and Section 9.02), and (c) except
as expressly set forth herein, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity.  The Administrative Agent shall not
be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
2.05(j) and Section 9.02) or in the absence of its own gross negligence or
willful misconduct.  The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with
this Agreement or the Guaranty, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith or in
connection with the Guaranty, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or in
the Guaranty, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, the Guaranty or any other agreement, instrument
or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

     

    The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying
thereon.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

     

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    The Administrative Agent may perform
any and all its duties and exercise its rights and powers by or through any one
or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related
Parties.  The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

     

    Subject to the appointment and
acceptance of a successor Administrative Agent as provided in this paragraph,
the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower.  Upon any such resignation, the
Required Lenders shall have the right, with the consent of the Borrower (not to
be unreasonably withheld or delayed) and provided that no such consent shall be
required so long as any Event of Default has occurred and is continuing, to
appoint a successor.  If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, after consultation with them and the Borrower,
appoint a successor Administrative Agent which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank.  Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

     

    Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

     

     

    
      
        
        

      

      
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    Anything herein to the contrary
notwithstanding, the Syndication Agent listed on the cover page hereof shall not
have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity as the Syndication Agent
hereunder.

     

    ARTICLE
IX


     

    Miscellaneous

     

             SECTION 9.01.  Notices.  (a)  Except
in the case of notices and other communications expressly permitted to be given
by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

     

    (i)           if
to the Borrower, to it at 8880 Esters Boulevard, Irving, Texas 75063, Attention
of Treasurer  (Telecopy No. (972) 871-3339);

     

    (ii)           if
to the Administrative Agent, the Issuing Bank or to the Swingline Lender, to
JPMorgan Chase Bank, N.A., 2200 Ross Avenue, Floor 3, Dallas, Texas 75201,
Attention of Brian McDougal (Telecopy No. (214) 965-2044), with a copy to
JPMorgan Chase Bank, N.A., 10 S. Dearborn, Chicago, Illinois 60603, Attention of
Sabana Johnson (Telecopy No. (312) 385-7096); and

     

    (iii)           if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

     

    All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the relevant party hereto and (ii)(A) if delivered by hand
or by courier, when signed for by or on behalf of the relevant party, (B) if
delivered by mail, four Business Days after deposit in the mails, properly
addressed, postage prepaid, (C) if delivered by telecopy, when sent and receipt
has been confirmed by telephone.

    


    (b)           Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender.  The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

     

    (c)           Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

     

             SECTION 9.02.  Waivers;
Amendments.  (a)  No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of
any rights or remedies that they would otherwise have.  No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan or issuance of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, any Lender or
the Issuing Bank may have had notice or knowledge of such Default at the
time.

     

     

    
      
        
        

      

      
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    (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
shall not constitute an increase of any Lender’s Commitment), (ii) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees or other Obligations payable hereunder, without the
written consent of each Lender affected thereby (it being understood that any
change to the definition of Leverage Ratio or the component definitions thereof
shall only require the consent of the Borrower and the Required Lenders; provided that any
such changes do not result in a reduction of the amount of interest rates or
fees being charged hereunder immediately after giving effect to such changes),
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender or (vi) release any Guarantor from
its obligations under the Guaranty without the written consent of each Lender,
except to the extent permitted under Section 6.03(a)(i), Section 6.03(a)(ii),
Section 6.03(a)(iv) (other than clause (B) of the proviso thereof) and Section
6.03(a)(vi)(A); provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, the Issuing Bank
or the Swingline Lender, as the case may be.

     

             SECTION 9.03.  Expenses; Indemnity; Damage
Waiver.  (a)  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Sole Lead
Arranger and their Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement and any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during  any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

     

     

    
      
        
        

      

      
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    (b)           The
Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, the Guaranty or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder, under the Guaranty, or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of
whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any other Loan Party against
an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if the Borrower or such Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined in a court of competent jurisdiction.  .

     

    (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
as such.

     

     

    
      
        
        

      

      
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    (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, the other Loan Documents or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

     

    (e)           All
amounts due under this Section shall be payable promptly after written demand
therefor.

     

             SECTION 9.04.  Successors and
Assigns.  (a)  The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section.  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this
Agreement.

     

    (b)           (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

     

    
      	
               
      

            	
              (A)

            	
              the
      Borrower, provided that
      no consent of the Borrower shall be required for an assignment to a
      Lender, an Affiliate of a Lender or, if an Event of Default has occurred
      and is continuing, any other
assignee;

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Administrative Agent, provided that
      no consent of the Administrative Agent shall be required for an assignment
      of any Commitment to an assignee that is a Lender with a Commitment
      immediately prior to giving effect to such assignment;
  and

            


    

     

           
(ii)           Assignments
shall be subject to the following additional conditions:

     

    
      	
               
      

            	
              (A)

            	
              except
      in the case of an assignment to a Lender or an Affiliate of a Lender or an
      assignment of the entire remaining amount of the assigning Lender’s
      Commitment or Loans of any Class, the amount of the Commitment or Loans of
      the assigning Lender subject to each such assignment (determined as of the
      date the Assignment and Assumption with respect to such assignment is
      delivered to the Administrative Agent) shall not be less than $5,000,000
      unless each of the Borrower and the Administrative Agent otherwise
      consent, provided that
      no such consent of the Borrower shall be required if an Event of Default
      has occurred and is continuing;

            


    

     

     

    
      
        
        

      

      
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              (B)

            	
              each
      partial assignment shall be made as an assignment of a proportionate part
      of all the assigning Lender’s rights and obligations under this Agreement,
      provided
      that this clause shall not be construed to prohibit the assignment of a
      proportionate part of all the assigning Lender’s rights and obligations in
      respect of one Class of Commitments or
Loans;

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      parties to each assignment shall execute and deliver to the Administrative
      Agent an Assignment and Assumption, together with a processing and
      recordation fee of $3,500; and

            


    

     

    
      	
               
      

            	
              (D)

            	
              the
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent an Administrative
Questionnaire.

            


    

     

    (iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of
Sections 2.14, 2.15, 2.16 and 9.03).  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.

     

    (iv)           The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.  The Register shall be available for inspection by
the Borrower, the Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

     

    (v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e),
2.06(b), 2.17(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

     

     

    
      
        
        

      

      
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    (c)           (i)  Any
Lender may, without the consent of the Borrower, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks
or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.17(c) as though it
were a Lender.

     

    (ii)           A
Participant shall not be entitled to receive any greater payment under Section
2.14 or 2.16 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.16(e) as though it were a Lender.

     

    (d)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

     

    
      
        
        

      

      
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             SECTION 9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein, and by the Guarantors in the Guaranty, and in the certificates or other
instruments  delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated.  The provisions of Sections 2.14, 2.15, 2.16
and 9.03 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any provision
hereof.

     

             SECTION 9.06.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Agreement.

     

             SECTION 9.07.  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

             SECTION 9.08.  Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the Obligations now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made
any demand under this Agreement and although such Obligations may be
unmatured.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

     

     

    
      
        
        

      

      
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             SECTION 9.09.  Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  This Agreement
shall be construed in accordance with and governed by the law of the State of
New York.

     

    (b)           Each
party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court.  Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  Nothing
in this Agreement shall affect any right that the Administrative Agent, the
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against the Borrower or its properties in the courts
of any jurisdiction.

     

    (c)           Each
party hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in paragraph (b)
of this Section.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such
court.

     

    (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

     

             SECTION 9.10.  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

     

    
      
        
        

      

      
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             SECTION 9.11.  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

             SECTION 9.12.  Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors in connection with the Transactions (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e)
in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement, or the Guaranty, or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii)  any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Issuing Bank or any
Lender on a nonconfidential basis from a source other than the Borrower not
known to Administrative Agent to be subject to confidentiality obligations to
the Borrower or its Subsidiaries.  For the purposes of this Section,
“Information”
means all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Borrower.  Any Person required to maintain
the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential
information.

     

             SECTION 9.13.  Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

     

             SECTION 9.14.  USA Patriot
Act.  Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”)
hereby notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the Act.

     

     

    


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Blank; Signature Pages Follow]

     

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

     

    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.

    


    


    
      	
              BRINK’S HOME SECURITY HOLDINGS,
      INC., as Borrower

            
	 
      	 
      
	 
      	 
      
	
              By

            	
              /s/
      Gary D. Samberson

            
	 
      	
              Gary
      D. Samberson

            
	 
      	
              Vice
      President and Treasurer

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              JPMORGAN CHASE BANK,
      N.A.,

            
	
              individually
      and as Administrative Agent

            
	 
      	 
      
	 
      	 
      
	
              By

            	
              /s/
      Brian McDougal

            
	 
      	
              Brian
      McDougal

            
	 
      	
              Vice
      President

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              BANK OF AMERICA,
      N.A.,

            
	
              as
      Lender

            
	 
      	 
      
	 
      	 
      
	
              By

            	
              /s/
      David L. McCauley

            
	 
      	
              David
      L. McCauley

            
	 
      	
              Senior
      Vice President

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              COMPASS
      BANK,

            
	
              as
      Lender

            
	 
      	 
      
	 
      	 
      
	
              By

            	
              /s/
      Key Coker

            
	 
      	
              Key
      Coker

            
	 
      	
              Executive
      Vice President

            
	 
      	 
      


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              WACHOVIA BANK, NATIONAL
      ASSOCIATION, as Lender

            
	 
      	 
      
	 
      	 
      
	
              By

            	
              /s/
      Scott Powell

            
	 
      	
              Scott
      Powell

            
	 
      	
              Vice
      President

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              WELLS FARGO BANK,
      N.A.,

            
	
              as
      Lender and as Syndication Agent

            
	 
      	 
      
	 
      	 
      
	
              By

            	
              /s/
      Debbie Sowards

            
	 
      	
              Debbie
      Sowards

            
	 
      	
              Vice
      President