exhibit_10-1.htm


    
 

    
 

    


    EXHIBIT
10.1

     

    EXECUTION
VERSION

    


    


    


    $135,000,000
LETTER OF CREDIT AGREEMENT

     

    


     

    Dated as
of July 23, 2008

     

    among

     

    THE
BRINK’S COMPANY,

     

    CERTAIN
OF ITS SUBSIDIARIES

     

    and

     

    ABN AMRO
BANK N.V.

     

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              TABLE
      OF CONTENTS

               

            	
               

              Page

               

            
	
              ARTICLE
      I

            	
              DEFINITIONS

            	
              1

            
	 
      	
              1.01
      Defined Terms

            	
              1

            
	 
      	
              1.02
      Accounting Principles

            	
              13

            
	
              ARTICLE
      II

            	
              THE
      FACILITY

            	
              13

            
	 
      	
              2.01
      Amounts and Terms of Commitment

            	
              14

            
	 
      	
              2.02
      Termination or Reduction of the Commitment

            	
              14

            
	 
      	
              2.03
      Cash Collateral

            	
              14

            
	 
      	
              2.04
      Fees

            	
              15

            
	 
      	
              2.05
      Computation of Fees and Interest

            	
              15

            
	 
      	
              2.06
      Payments by the Borrower

            	
              15

            
	
              ARTICLE
      III

            	
              LETTERS
      OF CREDIT

            	
              16

            
	 
      	
              3.01
      General

            	
              16

            
	 
      	
              3.02
      Terms of the Letters of Credit

            	
              16

            
	 
      	
              3.03
      Procedure for Issuance of the Letters of Credit

            	
              17

            
	 
      	
              3.04
      Drawings and Reimbursements

            	
              17

            
	 
      	
              3.05
      Reimbursement Obligations Absolute

            	
              18

            
	 
      	
              3.06
      Disbursement Procedures

            	
              19

            
	 
      	
              3.07
      Evergreen Letters of Credit; Revolving Letters of Credit

            	
              20

            
	 
      	
              3.08
      Additional Limitations

            	
              20

            
	 
      	
              3.09
      Applicability of ISP and UCP

            	
              21

            
	 
      	
              3.10
      Downgrade Event

            	
              21

            
	
              ARTICLE
      IV

            	
              TAXES,
      YIELD PROTECTION AND ILLEGALITY

            	
              22

            
	 
      	
              4.01
      Taxes

            	
              22

            
	 
      	
              4.02
      Illegality

            	
              23

            
	 
      	
              4.03
      Increased Costs and Reduction of Return

            	
              24

            
	 
      	
              4.04
      Certificate of the Issuing Bank

            	
              24

            
	 
      	
              4.05
      Survival

            	
              25

            
	
              ARTICLE
      V

            	
              CONDITIONS
      PRECEDENT

            	
              25

            
	 
      	
              5.01
      Conditions to Effectiveness of this Agreement

            	
              25

            
	 
      	
              5.02
      Conditions to Subsequent Issuances

            	
              26

            
	
              ARTICLE
      VI

            	
              REPRESENTATIONS
      AND WARRANTIES

            	
              27

            
	 
      	
              6.01
      Corporate Existence

            	
              27

            
	 
      	
              6.02
      Non-Contravention

            	
              27

            
	 
      	
              6.03
      No Consent

            	
              27

            
	 
      	
              6.04
      Binding Obligations

            	
              27

            
	 
      	
              6.05
      Title to Properties

            	
              27

            
	 
      	
              6.06
      Subsidiaries

            	
              28

            
	 
      	
              6.07
      Financial Statements

            	
              28

            
	 
      	
              6.08
      Litigation; Observance of Agreements, Statutes and Orders

            	
              28

            
	 
      	
              6.09
      Taxes

            	
              28

            
	 
      	
              6.10
      ERISA

            	
              29

            
	 
      	
              6.11
      No Default

            	
              29

            


    

    



    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              TABLE
      OF CONTENTS (Cont’d)

            	
              Page

            
	 
      	
              6.12
      Federal Reserve Regulations

            	
              29

            
	 
      	
              6.13
      Investment Company Act

            	
              29

            
	 
      	
              6.14
      Environmental Matters

            	
              30

            
	 
      	
              6.15
      Priority of Debt

            	
              30

            
	
              ARTICLE
      VII

            	
              AFFIRMATIVE
      COVENANTS

            	
              30

            
	 
      	
              7.01
      Payment of Taxes, etc.

            	
              30

            
	 
      	
              7.02
      Maintenance of Insurance

            	
              30

            
	 
      	
              7.03
      Preservation of Corporate Existence, etc

            	
              31

            
	 
      	
              7.04
      Compliance with Laws, etc.

            	
              31

            
	 
      	
              7.05
      Compliance with ERISA and the Code

            	
              31

            
	 
      	
              7.06
      Compliance with Contracts, etc.

            	
              31

            
	 
      	
              7.07
      Access to Properties

            	
              31

            
	 
      	
              7.08
      Conduct of Business

            	
              31

            
	 
      	
              7.09
      Use of Proceeds

            	
              31

            
	 
      	
              7.10
      Financial Statements

            	
              31

            
	 
      	
              7.11
      Books and Records

            	
              33

            
	 
      	
              7.12
      Additional Information

            	
              33

            
	 
      	
              7.13
      SEC Filings

            	
              33

            
	 
      	
              7.14
      Change in Debt Rating

            	
              33

            
	 
      	
              7.15
      Notice of Environmental Matters

            	
              34

            
	 
      	
              7.16
      Notice of Litigation and Other Matters

            	
              34

            
	
              ARTICLE
      VIII

            	
              NEGATIVE
      COVENANTS

            	
              35

            
	 
      	
              8.01
      Financial Covenants

            	
              35

            
	 
      	
              8.02
      Limitations on Liens

            	
              35

            
	 
      	
              8.03
      Disposition of Debt and Shares of Restricted Subsidiaries; Issuance of
      Shares by Restricted Subsidiaries; Consolidation, Merger or Disposition of
      Assets

            	
              37

            
	 
      	
              8.04
      Transactions with Affiliates

            	
              38

            
	 
      	
              8.05
      Compliance with Regulations T, U and X

            	
              38

            
	 
      	
              8.06
      Hedging Agreements

            	
              38

            
	 
      	
              8.07
      ERISA

            	
              38

            
	 
      	
              8.08
      Limitations on Acquisitions

            	
              39

            
	 
      	
              8.09
      Sale Leaseback Transactions

            	
              39

            
	 
      	
              8.10
      Limitations on Investments

            	
              39

            
	
              ARTICLE
      IX

            	
              GUARANTY

            	
              40

            
	 
      	
              9.01
      Guaranty of Payment

            	
              41

            
	 
      	
              9.02
      Obligations Unconditional

            	
              41

            
	 
      	
              9.03
      Modifications

            	
              41

            
	 
      	
              9.04
      Waiver of Rights

            	
              42

            
	 
      	
              9.05
      Reinstatement

            	
              42

            
	 
      	
              9.06
      Remedies

            	
              42

            
	 
      	
              9.07
      Limitation of Guaranty

            	
              43

            
	 
      	
              9.08
      Termination of Guaranty Upon Divestiture

            	
              43

            
	 
      	
              9.09
      Guaranty of Payment

            	
              43

            


    

    



    
      
        
           


        

        
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              TABLE
      OF CONTENTS (Cont’d)

               

            	
               

              Page

               

            
	
              ARTICLE
      X

            	
              EVENTS
      OF DEFAULT

            	
              43

            
	 
      	
              10.01
      Event of Default

            	
              43

            
	 
      	
              10.02
      Remedies

            	
              45

            
	 
      	
              10.03
      Rights Not Exclusive

            	
              45

            
	
              ARTICLE
      XI

            	
              MISCELLANEOUS

            	
              45

            
	 
      	
              11.01
      Amendments and Waivers

            	
              45

            
	 
      	
              11.02
      Notices

            	
              46

            
	 
      	
              11.03
      No Waiver; Cumulative Remedies

            	
              47

            
	 
      	
              11.04
      Costs and Expenses

            	
              47

            
	 
      	
              11.05
      Indemnities

            	
              47

            
	 
      	
              11.06
      Successors and Assigns

            	
              48

            
	 
      	
              11.07
      Assignments

            	
              49

            
	 
      	
              11.08
      Confidentiality

            	
              49

            
	 
      	
              11.09
      Counterparts

            	
              49

            
	 
      	
              11.10
      Severability

            	
              50

            
	 
      	
              11.11
      Governing Law and Jurisdiction

            	
              50

            
	 
      	
              11.12
      Waiver of Jury Trial

            	
              50

            
	 
      	
              11.13
      Entire Agreement

            	
              51

            
	 
      	
              11.14
      USA Patriot Act

            	
              51

            


    

    
 

    
      SCHEDULES

       

      Schedule
3.01(b)                             Outstanding
Letters of Credit

      Schedule
6.06                                  Subsidiaries
of the Borrower

      Schedule
8.02                                  Existing
Liens

      Schedule
11.02                                Notices


    

    
      
        
           


        

        
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    LETTER OF CREDIT
AGREEMENT

     

    This
LETTER OF CREDIT AGREEMENT is entered into as of July 23, 2008 among THE BRINK’S
COMPANY, a Virginia corporation (the “Borrower”), the
Subsidiaries of the Borrower signatory hereto as Guarantors and ABN AMRO BANK
N.V.

     

    WHEREAS,
pursuant to a Credit Agreement dated as of November 18, 2004 between the
Borrower and the Bank (the “SELOC Facility”), the
Bank has issued for the account of the Borrower or its Restricted Subsidiaries
and there remain outstanding certain letters of credit all of which are
described on Schedule
3.01(b) attached hereto (the “Outstanding Letters of
Credit”).

     

    WHEREAS,
the Borrower has requested that the Bank issue letters of credit for the account
of the Borrower or its Restricted Subsidiaries in an aggregate amount not
exceeding $135,000,000, and the Bank is prepared to issue such letters of credit
upon the terms and subject to the conditions hereof.

     

    NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained herein, the parties hereto hereby agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    1.01  Defined
Terms.  In addition to the terms defined in the recitals to
this Agreement, the following terms have the following meanings:

     

    “Affiliate” means,
with respect to any Person, any other Person (other than a Subsidiary) which
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such first Person or any of its
Subsidiaries.  The term “control” means the possession, directly or
indirectly, of any power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by
contract or otherwise.

     

    “Agreement” means this
Letter of Credit Agreement, as it may be amended, amended and restated,
supplemented or modified from time to time hereafter.

     

    “Applicable LT Rating”
means as to each of Moody’s and S&P, its rating of the Borrower’s senior,
unsecured, long-term, non-credit-enhanced debt for borrowed money.

     

    “Applicable
Percentage” means, for purposes of calculating Letter of Credit Fees and
the Commitment Fee (a) from the Effective Date through the date on which the
Bank receives the financial statements satisfying the requirements of Section 7.10(a) and a
certificate pursuant to Section 7.10(d) for
the fiscal year ending December 31, 2008, the applicable percentage set forth
below in Pricing Level III, and (b) thereafter, the applicable percentage set
forth below opposite the Applicable LT Rating:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Pricing
      Level

            	
              Applicable
      LT Rating

            	
              LC
      Fee

            	
              Commitment
      Fee

            
	
              I

            	
              A-/A3
      or above

            	
              0.750%

            	
              0.100%

            
	
              II

            	
              BBB+/Baa1

            	
              1.000%

            	
              0.125%

            
	
              III

            	
              BBB/Baa2

            	
              1.100%

            	
              0.150%

            
	
              IV

            	
              BBB-/Baa3

            	
              1.250%

            	
              0.250%

            
	
              V

            	
              below
      BBB-/Baa3

            	
              1.750%

            	
              0.375%

            


    

    


    For
purposes of the foregoing, (i) if the Applicable LT Ratings established by
Moody’s and S&P are different but correspond to consecutive Pricing Levels,
then the pricing will be based on the higher Applicable LT Rating (e.g., if
Moody’s Applicable LT Rating corresponds to Level I and S&P’s
Applicable LT Rating corresponds to Level II, then the pricing will be
based on Level I), and (ii) if the Applicable LT Ratings established
by Moody’s and S&P’s are more than one Pricing Level apart, then the pricing
will be based on the rating which is one level higher than the lower rating
(e.g., if Moody’s and S&P’s Applicable LT Ratings corresponds to pricing
Level I and IV, respectively, then the pricing will be based on pricing
Level III).  The Applicable Percentage shall be adjusted on the
date five (5) Business Days after the date of any change in the Applicable LT
Ratings (each such adjustment date a “Rate Determination
Date”).  Each Applicable Percentage shall be effective from a
Rate Determination Date until the next such Rate Determination
Date.  Adjustments in the Applicable Percentages shall be effective as
to existing Letters of Credit as well as any new Letters of Credit made or
issued thereafter.

     

    “Approved Currencies”
means Dollars and other currencies as are available to the Borrower for Letters
of Credit to be issued by a Lending Office and which are freely transferable and
convertible into Dollars.

     

    “Bank” means ABN AMRO
Bank N.V. and any Subsidiary of The Royal Bank of Scotland which succeeds to its
business.

     

    “Bankruptcy Code”
means Title 11 of the United States Code, entitled  “Bankruptcy”, as
now or hereinafter in effect and any successor thereto.

     

    “Base Rate” means the
higher of:

     

    (a)  the
rate of interest publicly announced from time to time by the Bank as its
“reference rate” or its “prime rate” (which publicly announced rate is a rate
set by the Bank based upon various factors including the Bank’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate); and

     

    (b)  one-half
percent per annum above the latest Federal Funds Rate.

     

    Any
change in the reference rate or prime rate announced by the Bank shall take
effect at the opening of business on the day specified in the public
announcement of such change.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
New York City and Chicago are authorized or required by law to
close.

     

    “Capital Adequacy
Regulation” means any guideline, request or directive of any central bank
or other Governmental Authority, or any other law, rule or regulation, whether
or not having the force of law, in each case, regarding capital adequacy of any
bank or of any corporation controlling a bank.

     

    “Capital Lease” means
any lease of property which should be capitalized on the lessee’s balance sheet
in accordance with GAAP.

     

    “Cash Equivalents”
means (a) demand deposits maintained in the ordinary course of business, (b)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof) having
maturities of not more than twelve months from the date of acquisition, (c) time
deposits, certificates of deposit, master notes and bankers acceptances of (i)
the Bank or any of its Affiliates, (ii) any other commercial bank or trust
company (or any Affiliate thereof) having capital and surplus in excess of
$500,000,000 or (iii) any bank whose short-term commercial paper rating from
S&P is at least A-2 or the equivalent thereof or from Moody’s is at least
P-2 or the equivalent thereof (any such bank, trust company or Affiliate thereof
being an “Approved
Institution”), in each case with maturities of not more than 270 days
from the date of acquisition, (d) commercial paper and variable or fixed rate
notes issued by any Approved Institution (or by the parent company thereof) or
any variable rate notes issued by, or guaranteed by, any domestic corporation
rated A-2 (or similar ratings by successor rating agencies) or better by S&P
or P-2 (or similar ratings by successor rating agencies) or better by Moody’s
and maturing within six months of the date of acquisition, (e) repurchase
agreements entered into by any Person with a bank or trust company (including
the Bank or any of its Affiliates) or recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States in which such Person shall have a
perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of
the amount of the repurchase obligations, (f) Investments, classified in
accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940, as amended, which are
administered by Approved Institutions, (g) obligations of states,
municipalities, counties, political subdivisions, agencies of the foregoing and
other similar entities, rated at least A, MIG-1 or MIG-2 by Moody’s or at least
A by S&P (or similar ratings by successor rating agencies), (h) unrated
obligations of states, municipalities, counties, political subdivisions,
agencies of the foregoing and other similar entities, supported by irrevocable
letters of credit issued by Approved Institutions, or (i) unrated general
obligations of states, municipalities, counties, political subdivisions,
agencies of the foregoing and other similar entities, provided that the
issuer has other outstanding general obligations rated at least A, MIG-1 or
MIG-2 by Moody’s or A by S&P (or similar ratings by successor rating
agencies).

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


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

     

    “Commitment” means the
commitment of the Bank under this Agreement to issue Letters of Credit pursuant
hereto (including Outstanding Letters of Credit to become Letters of Credit
hereunder) in an aggregate face amount not to exceed $135,000,000 at any time
outstanding, as such amount may be reduced from time to time pursuant to the
terms of this Agreement.

     

    “Commitment Fee” shall
have the meaning assigned thereto in Section
2.04(b).

     

    “Consolidated Debt”
means the Debt of the Borrower and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP after giving appropriate effect to
any outside minority interests in Restricted Subsidiaries.

     

    “Consolidated EBITDA”
means, for the Borrower and its Restricted Subsidiaries for any period, an
amount equal to the sum of (a) Consolidated Net Income for such period plus
(b) to the extent deducted in determining Consolidated Net Income for such
period, (i) Consolidated Interest Expense, (ii) income tax expense,
(iii) depreciation, depletion and amortization, and (iv) all other
non-cash charges, determined on a consolidated basis in accordance with GAAP
after giving appropriate effect to any outside minority interests in the
Restricted Subsidiaries.

     

    “Consolidated Interest
Expense” means, for any period, as applied to the Borrower and its
Restricted Subsidiaries, all interest expense (whether paid or accrued) and
capitalized interest, including without limitation (a) the amortization of
debt discount and premium, (b) the interest component under Capital Leases,
and (c) the implied interest component, discount or other similar fees or
charges in connection with any asset securitization program in each case
determined on a consolidated basis in accordance with GAAP after giving
appropriate effect to any outside minority interests in the Restricted
Subsidiaries.

     

    “Consolidated Lease
Rentals” means Lease Rentals of the Borrower and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP after
giving appropriate effect to any outside minority interests in the Restricted
Subsidiaries.

     

    “Consolidated Net
Income” means, for any period, the net income, after taxes, of the
Borrower and its Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP after giving appropriate effect to
any outside minority interests in the Restricted Subsidiaries, but excluding, to
the extent reflected in determining such net income, (a) any extraordinary
gains and losses for such period, (b) any non-cash impairment, valuation
allowance, write-down or write-off in the book value of any assets and
(c) any non-cash loss in connection with the disposition of any
assets.

     

    “Consolidated Net
Worth” means, as of any date, as applied to the Borrower and its
Restricted Subsidiaries, shareholders’ equity or net worth as determined and
computed

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    on a
consolidated basis in accordance with GAAP after giving appropriate effect to
any outside minority interests in the Restricted Subsidiaries, provided that in
determining “Consolidated Net Worth” there shall be (a) included any
issuance of preferred stock by the Borrower and (b) excluded (i) any
extraordinary gains and losses, (ii) any non-cash impairment, valuation
allowance, write-down or write-off in the book value of any assets
(iii) any non-cash loss in connection with the disposition of any assets
and (iv) any other comprehensive income (loss) associated with pension plans or
postretirement benefit plans other than pensions; provided further, that the
items referred to in clauses (i), (ii), (iii) and (iv), shall be excluded only
to the extent that such items are recorded following the date
hereof.

     

    “Consolidated Total
Assets” means, as of any date, the assets and properties of the Borrower
and its Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP after giving appropriate effect to any outside minority
interests in the Restricted Subsidiaries.

     

    “Credit Parties” means
the Borrower and the Guarantors.

     

    “Debt” of any Person
means at any date, without duplication, the sum of the following determined and
calculated in accordance with GAAP: (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person, (c) all Debt of others secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, provided that for
purposes hereof the amount of such Debt shall be calculated at the greater of
(i) the amount of such Debt as to which there is recourse to such Person and
(ii) the fair market value of the property which is subject to the Lien, (d) all
Support Obligations of such Person with respect to Debt of others, (e) the
principal portion of all obligations of such Person under Capital Leases, (f)
the maximum amount of all drafts drawn under standby letters of credit issued or
bankers’ acceptances facilities created for the account of such Person (to the
extent unreimbursed), and (g) the outstanding attributed principal amount under
any asset securitization program of such Person.  The Debt of any
Person shall include the Debt of any partnership or joint venture in which such
Person is a general partner or a joint venturer, but only to the extent to which
there is recourse to such Person for payment of such Debt.

     

    “Default” means any
event or circumstance which, with the giving of notice, the lapse of time, or
both, would (if not cured or otherwise remedied) constitute an Event of
Default.

     

    “Dollar Equivalent”
means (a) in relation to an amount denominated in Dollars, the amount thereof
and (b) in relation to an amount denominated in any Approved

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    Currency
other than Dollars, the amount of Dollars that can be purchased with such
Approved Currency at the spot rate of exchange determined by the Bank in
accordance with its customary practices on the date of
determination.

     

    “Dollars”, “dollars” and “$” each mean lawful
money of the United States.

     

    “Effective Date” means
the later of (i) August 13, 2008 and (ii) the date on which all conditions
precedent set forth in Section 5.01 are
satisfied or waived by the Bank.

     

    “Environmental Laws”
means any and all federal, state, local and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or
other governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum products, or toxic
or hazardous substances or wastes into the environment, including ambient air,
surface water, groundwater, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, petroleum or petroleum products, or toxic
or hazardous substances or wastes or the clean-up or other remediation
thereof.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, and the rules and regulations
thereunder, each as amended, supplemented or otherwise modified from time to
time.

     

    “ERISA Affiliate”
means any Person who together with the Borrower is treated as a single employer
within the meaning of Section 414(b), (c), (m) or (o) of the Code
or Section 4001(b) of ERISA.

     

    “Event of Default”
means any of the events or circumstances specified in Section
10.01.

     

    “Evergreen Letter of
Credit” has the meaning assigned thereto in Section
3.07(a).

     

    “Federal Funds Rate”
means, for any day, the rate set forth in the weekly statistical release
designated as H.15(519), or any successor publication, published by the Federal
Reserve Board (including any such successor, “H.15(519)”) for such day opposite
the caption “Federal Funds (Effective)”.  If on any relevant day such
rate is not yet published in H.15(519), the rate for such day will be the rate
set forth in the daily statistical release designated as the Composite 3:30 p.m.
Quotations for U.S. Government Securities, or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
the “Composite 3:30 p.m. Quotation”) for such day under the caption “Federal
Funds Effective Rate”.  If on any relevant day the appropriate rate
for such previous day is not yet published in either H.15(519) or the Composite
3:30 p.m. Quotations, the rate for such day will be the arithmetic mean of the
rates for the last transaction in overnight Federal funds arranged prior to 9:00
a.m. (New York time) on that day by each of three leading brokers of Federal
funds transactions in New York City selected by the Bank.

     

    


    
      
        
           


        

        
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    “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System or any
successor thereof.

     

    “Financial
Institution” shall mean (i) a commercial bank, a savings and loan
association or a savings bank, in each case that has a rating of “A” or higher
by S&P or “A2” or higher by Moody’s, or (ii) a finance company, insurance
company or other financial institution or fund, which is regularly engaged in
making, purchasing or investing in loans and having total assets in excess of
$1,000,000,000.

     

    “Fiscal Year” means
the fiscal year of the Borrower ending on December 31 in any year.

     

    “Fronting Bank” shall
have the meaning assigned thereto in Section
3.10(b).

     

    “GAAP” means generally
accepted accounting principles as in effect from time to time in the United
States, as recognized by the American Institute of Certified Public Accountants
and the Financial Accounting Standards Board, consistently applied and
maintained on a consistent basis throughout the period indicated, subject to
Section
1.02.

     

    “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

     

    “Guarantors” means
Brink’s Incorporated, Pittston Services Group, Inc., Brink’s Holding Company and
Brink’s Home Security, Inc.

     

    “Hazardous Material”
shall mean any hazardous material, hazardous substance, toxic substance,
hazardous waste, special waste, petroleum or petroleum-derived substance or
waste, including any such pollutant, material, substance or waste regulated
under any Environmental Law.

     

    “Hedging Agreements”
means interest rate protection agreements, foreign currency exchange agreements,
other interest or exchange rate, hedging, cap or collar arrangements or
arrangements designed to protect the Borrower or any of its Subsidiaries against
fluctuations in the prices of commodities.

     

    “Insolvency
Proceeding” means (a) any case, action or proceeding before any court or
other Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b)
any general assignment for the benefit of creditors, composition, marshaling of
assets for creditors or other similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; and, in each case,
undertaken under United States federal or State or foreign law, including the
Bankruptcy Code.

     

    


    
      
        
           


        

        
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    “Interest Coverage
Ratio” means, as of the last day of any fiscal quarter, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for the
period of four (4) consecutive fiscal quarters ending as of such
day.

     

    “Investment” in any
Person means (a) the acquisition (whether for cash, property, services,
assumption of indebtedness, securities or otherwise) of capital stock, bonds,
notes, debentures, partnership, joint ventures or other ownership interests or
other securities of such Person, (b) any deposit with, or advance, loan or
other extension of credit to, such Person (other than deposits made in
connection with the purchase of equipment or other assets in the ordinary course
of business) or (c) any other capital contribution to or investment in such
Person.

     

    “ISP” means the
“International Standby Practices 1998” published by the Institute of
International Bank Law & Practice (or such later version thereof as may be
in effect at the time of issuance).

     

    “Issuing Bank” shall
mean the Bank or a Replacement Issuing Bank in its capacity as the issuer of
Letters of Credit hereunder.

     

    “Labor Laws” means any
and all federal, state, local and foreign statutes, laws, regulations,
ordinances, rules, judgments and orders relating to employment, equal employment
opportunity, nondiscrimination, immigration, wages, hours, benefits, collective
bargaining, the payment of social security and similar taxes, occupational
safety and health, and plant closing.

     

    “L/C Application” has
the meaning assigned thereto in Section
3.03(b).

     

    “L/C Disbursement”
means a  payment made by the Issuing Bank pursuant to a Letter of
Credit, including pursuant to a time draft or similar instrument presented to or
accepted by the Issuing Bank as part of a drawing under a Letter of
Credit.

     

    “L/C Related
Documents” has the meaning assigned thereto in Section
3.05(a).

     

    “Lease” means a lease,
other than a Capital Lease, of real or personal property.

     

    “Lease Rentals” for
any period means the sum of the rental and other obligations to be paid by the
lessee under a Lease during the remaining term of such Lease (excluding any
extension or renewal thereof at the option of the lessor or the lessee unless
such option has been exercised), excluding any amount required to be paid by the
lessee (whether or not therein designated as rental or additional rental) on
account of maintenance and repairs, insurance, taxes, assessments, water rates
and similar charges.

     

    “Lending Office” shall
mean the particular office of the Issuing Bank at which it shall issue Letters
of Credit hereunder.  The Issuing Bank may have different Lending
Offices and may change such Lending Office or Lending Offices at any time or
from time to time.

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    “Letter of Credit”
means  any stand-by letter of credit issued by a Lending Office
pursuant to this Agreement.  In addition, on the Effective Date, the
Outstanding Letters of Credit shall be deemed to become Letters of Credit
hereunder.

     

    “Letter of Credit Fee”
has the meaning assigned thereto in Section
2.04(a).

     

    “Letter of Credit
Obligations” means, in respect of any Letter of Credit as at any date of
determination, the sum of (a) the maximum aggregate amount which is then
available to be drawn under such Letter of Credit plus (b) the aggregate amount
of all Reimbursement Obligations then outstanding with respect to such Letter of
Credit.

     

    “Leverage Ratio”
means, as of the date of any determination with respect to the Borrower, the
ratio of (a) the sum of (i) Consolidated Debt as of such date, plus
(ii) the amount by which (A) the aggregate amount, as of the preceding
December 31 (or as of such date if such date is December 31), of
Consolidated Lease Rentals under non-cancelable Leases entered into by the
Borrower or any of its Subsidiaries, discounted to such December 31 to
present value at 10% and net of aggregate minimum non-cancelable sublease
rentals, determined on a basis consistent with Note 14 to the Borrower’s
consolidated financial statements at and for the period ended December 31,
2007, included in the Borrower’s 2007 annual report to shareholders, exceeds (B)
$400,000,000, to (b) the sum of (i) the amount determined pursuant to
clause (a) plus (ii) Consolidated Net Worth as of such
date.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.  For the purposes of
this Agreement, a Person shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, Capital Lease or other title retention
agreement relating to such asset.

     

    “Loan Documents” means
this Agreement and all documents delivered to the Issuing Bank or any Lending
Office in connection herewith, including without limitation, any L/C Related
Documents and any other documentation executed at the request of any Lending
Office in connection with any Letters of Credit issued pursuant to this
Agreement.

     

    “Margin Stock” shall
have the meaning given such term in Regulation U promulgated by the Federal
Reserve Board.

     

    “Material Adverse
Effect” means (a) a material adverse effect on the financial condition or
results of operations of the Borrower and its Restricted Subsidiaries taken as a
whole that would impair the ability of the Credit Parties to perform their
obligations under the Loan Documents or (b) a material adverse effect on
the rights or remedies of the Bank under the Loan Documents.

     

    “Material Domestic
Subsidiary” means any Subsidiary of the Borrower which (a) is
organized under the laws of the United States, any state thereof or the District
of Columbia and (b) together with its Subsidiaries, (i) owns more than
twenty percent

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    (20%) of
Consolidated Total Assets or (ii) accounts for more than twenty percent
(20%) of Consolidated EBITDA.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Moody’s Rating” means
the rating ascribed by Moody’s to the Borrower’s unsecured, non credit-enhanced
long-term debt for borrowed money (whether senior or subordinated).

     

    “Multiemployer Plan”
shall mean a Multiemployer plan within the meaning of Section 4001(a) (3) of
ERISA to which the Borrower or any ERISA Affiliate is making, has made, is
accruing or has accrued an obligation to make, contributions within the
preceding six years.

     

    “Non-Extension Date”
has the meaning assigned thereto in Section
3.07(a).

     

    “Obligations” means
all Letter of Credit Obligations and other indebtedness, advances, Debts,
liabilities, obligations, covenants and duties owing by the Borrower or any
Subsidiary to the Bank, any Lending Office or any other Person required to be
paid or indemnified by the Borrower or any Subsidiary under any Loan Document,
of any kind or nature, present or future, whether or not evidenced by any note,
guaranty or other instrument, arising under this Agreement or under any other
Loan Document, whether arising under, out of, or in connection with, any checks,
notes, drafts, bills of exchange, acceptances, orders, instruments of guarantee
and indemnity or other instruments for the payment of money, or in any other
manner  and also including any other document made, delivered or given
in connection therewith, and each other obligation and liability, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, of the Borrower or any Subsidiary to the Bank or any other
Lending Office arising under any Loan Document, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses
(including, without limitation, all fees and disbursements of counsel to the
Bank, including, without limitation, allocated costs of staff counsel) or
otherwise, whether or not for the payment of money, whether arising by reason of
an extension of credit, loan, guaranty, indemnification or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired.

     

    “Outstanding Letters of
Credit” has the meaning assigned thereto in the Preamble to this
Agreement.

     

    “PBGC” shall mean the
Pension Benefit Guaranty Corporation and any entity succeeding to any or all of
its functions under ERISA.

     

    “Pension Plan” means
any employee pension benefit plan (within the meaning of Section 3(2) of
ERISA), other than a Multiemployer Plan, which is subject to the provisions of
Title IV of ERISA or Section 412 of the Code and is maintained for the
employees of the Borrower or any of its ERISA Affiliates.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    “Permitted Assignee”
has the meaning assigned thereto in Section
11.07.

     

    “Person” means an
individual, partnership, limited liability company, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture or
Governmental Authority.

     

    “Reimbursement
Obligation” means in respect of any Letter of Credit at any date of
determination, the aggregate amount of all drawings under such Letter of Credit
honored by the issuing Lending Office and not theretofore reimbursed by the
Borrower or by the Guarantors.

     

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

     

    “Replacement Issuing
Bank” shall have the meaning assigned thereto in Section
3.10(a).

     

    “Reportable Event”
shall have the meaning attributed thereto in Section 4043 of ERISA but shall not
include any event for which the 30-day notice requirement in Section 4043 of
ERISA has been waived under regulations of the PBGC.

     

    “Requirement of Law”
means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of a court or an arbitrator or of a Governmental
Authority, in each case applicable to or binding upon the Person or any of its
property or to which the Person or any of its property is subject.

     

    “Responsible Officer”
means the chief executive officer, president, chief financial officer or
treasurer of the Borrower, or any other officer having substantially the same
authority and responsibility.

     

    “Restricted
Subsidiary” means:

     

    (i)           any
Subsidiary of the Borrower at the date of this Agreement other than a Subsidiary
designated as an Unrestricted Subsidiary in Schedule 6.06;

     

    (ii)           any
Material Domestic Subsidiary of the Borrower;

     

    (iii)           any
Subsidiary of the Borrower that is a Guarantor;

     

    (iv)           any
Subsidiary of the Borrower that owns, directly or indirectly, any of the capital
stock of any Guarantor; and

     

    (v)           any
Person that becomes a Subsidiary of the Borrower after the date hereof unless,
prior to such Person becoming a Subsidiary, a Responsible Officer designates
such Subsidiary as an Unrestricted Subsidiary, in accordance with the following
paragraph.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    A
Restricted Subsidiary (other than any Material Domestic Subsidiary, any
Subsidiary that is a Guarantor, or any Subsidiary that owns, directly or
indirectly, any of the capital stock of any Guarantor) may be designated by a
Responsible Officer as an Unrestricted Subsidiary by written notice to the Bank,
but only if (a) the Subsidiary owns no shares, directly or indirectly, of
capital stock of the Borrower or any Restricted Subsidiary and
(b) immediately after such designation, the Leverage Ratio is not greater
than 0.60 to 1.00 and the Interest Coverage Ratio is at least 3.00 to
1.00.  An Unrestricted Subsidiary may be designated by a Responsible
Officer as a Restricted Subsidiary by written notice to the Bank, but only if
immediately after such designation (x) the Borrower shall be in compliance
with Section 5.02(b) and
(c) and (y) the Leverage Ratio is not greater than 0.60 to 1.00 and
the Interest Coverage Ratio is at least 3.00 to 1.00.

     

    “Revolving Letter of
Credit” shall have the meaning assigned thereto in Section
3.07(b).

     

    “Sale and Leaseback
Transaction” means the sale by the Borrower or a Restricted Subsidiary to
any Person (other than the Borrower) of any property or asset and, as part of
the same transaction or series of transactions, the leasing as lessee by the
Borrower or any Restricted Subsidiary of the same or another property or asset
which it intends to use for substantially the same purpose.

     

    “S&P” means
Standard & Poor’s Ratings Group, as division of The McGraw Hill Companies,
Inc.

     

    “S&P Rating” means
the rating ascribed by S&P to the Borrower’s unsecured, non credit-enhanced
long-term debt for borrowed money (whether senior or subordinated).

     

    “SELOC Facility” has
the meaning assigned thereto in the Preamble to this Agreement.

     

    “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
(a) of which securities or other ownership interests representing more than
fifty percent (50%) of the equity or more than fifty percent (50%) of the
ordinary voting power or, in the case of a partnership, more than fifty percent
(50%) of the general partnership interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise controlled 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 qualified,
references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the
Borrower.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    “Support Obligation”
means, with respect to any Person, at any date without duplication, any Debt of
another Person that is guaranteed, directly or indirectly in any manner, by such
Person or endorsed (otherwise than for collection or deposit in the ordinary
course of business) or discounted with recourse by such Person or any Debt of
another Person that has the substantially equivalent or similar economic effect
of being guaranteed by such Person or of otherwise making such Person
contingently liable therefor, through an agreement or otherwise, including,
without limitation, an agreement (i) to purchase, or to advance or supply funds
for the payment or purchase of, such Debt, or (ii) to make any loan, advance,
capital contribution or other investment in such other Person to assure a
minimum equity, asset base, working capital or other balance sheet condition for
any date, or to provide funds for the payment of any liability, dividend or
stock liquidation payment, or otherwise to supply funds to or in any manner
invest in such other Person (unless such investment is expected to constitute a
permitted investment under Section
8.10).

     

    “Taxes” has the
meaning assigned thereto in Section
4.01(a).

     

    “Termination Date” has
the meaning assigned thereto in Section
2.01.

     

    “UCP” means the
“Uniform Customs and Practice for Documentary Credits (2007 Revision)” published
by the International Chamber of Commerce (or such later version thereof as may
be in effect at the time of issuance).

     

    “United States” and
“U.S.” each
means the United States of America.

     

    “Unrestricted
Subsidiary” means any Subsidiary other than a Restricted
Subsidiary.

     

    “Withholding Taxes”
has the meaning assigned thereto in Section
4.01(a).

     

    1.02  Accounting
Principles.  Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Bank hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis.  All calculations made for the purposes of
determining compliance with this Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements delivered pursuant
to Section 7.10 consistent with the annual audited financial statements
referenced in Section 6.07); provided, however, if (a) the
Borrower shall object to determining such compliance on such basis at the time
of delivery of such financial statements due to any change in GAAP or the rules
promulgated with respect thereto or (b) the Bank shall so object in writing
within 60 days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Borrower to the Bank as to which no such objection
shall have been made.

     

    ARTICLE
II

     

    THE
FACILITY

     

    


    
      
        
           


        

        
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    2.01  Amounts and Terms of
Commitment.  Subject to the terms and conditions of this
Agreement, the Issuing Bank agrees to issue Letters of Credit for the account of
the Borrower or, subject to Section 3.01(a), its
Restricted Subsidiaries from time to time from the date hereof until the third
anniversary of the date hereof, or until such earlier date on which the Bank
terminates the Commitment pursuant to Section 10.02(a) or
the Borrower terminates the Commitment pursuant to Section
2.02(b)  (the “Termination Date”),
provided that
the aggregate Letter of Credit Obligations (after giving effect to any requested
Letters of Credit) shall not at any time exceed the Commitment.

     

    2.02  Termination or Reduction of
the Commitment

     

    (a)  Unless
previously terminated, the Commitment shall automatically terminate at 5:00 p.m.
New York City time on the third anniversary of the date hereof.

     

    (b)  The
Borrower may, upon not less than three (3) Business Days’ prior notice to the
Bank (i) subject to Section 2.03,
terminate the Commitment, or (ii) permanently reduce the Commitment to an amount
not less than the Dollar Equivalent of the amount of the Letter of Credit
Obligations outstanding at the effective date of such reduction, provided that (x)
each reduction of the Commitment pursuant to this Section shall be an amount
that is $5,000,000 or a larger multiple of $1,000,000, and (y) the Borrower may
not so reduce the Commitment if, after giving effect thereto, the total of
Letter of Credit Obligations would exceed the Commitment.  Any
termination or reduction of the Commitment shall be permanent.  If the
Commitment is terminated in its entirety under this Section 2.02(b), all
accrued and unpaid Commitment Fees and Letter of Credit Fees to, but not
including, the effective date of such termination shall be payable on the
effective date of such termination without any premium or penalty.

     

    2.03  Cash
Collateral.

     

    (a)  If
any Letters of Credit would remain outstanding after the effective date of any
termination of the Commitment, in addition to satisfaction of all other
applicable terms and conditions of this Agreement, the Borrower shall, upon
written request of the Issuing Bank, deposit with and pledge to the Issuing Bank
cash in an amount equal to the total of Letter of Credit Obligations at the
effective date of such termination, or arrange for the issuance of a letter of
credit for the benefit of and acceptable to the Issuing Bank in its sole
discretion.  Any such cash deposit or letter of credit shall be in
Dollars unless, with respect to any such Letter of Credit that is denominated in
an Approved Currency other than Dollars, the Issuing Bank requests that such
cash deposit or letter of credit be the Dollar Equivalent of the related Letter
of Credit Obligations.

     

    (b)  If
the Letter of Credit Obligations exceed the Commitment by more than $750,000 on
any date (after giving effect to any reduction of the Commitment scheduled to
take place on such date and to any payment or prepayment on such date of
Reimbursement Obligations) for any reason and such excess continues for more
than three (3) Business Days, upon written request of the Issuing Bank the
Borrower shall promptly, but in any event not later than two (2) Business Days
after such written

     

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    request,
deposit with and pledge to the Issuing Bank in Dollars cash, or arrange for the
issuance of a letter of credit denominated in Dollars for the benefit of and
acceptable to the Issuing Bank in its sole discretion, in an amount equal to
such excess.

     

    2.04  Fees.

     

    (a)  Letter of Credit
Fees.

     

    (i)  The
Borrower shall pay to the Issuing Bank in Dollars or Dollar Equivalents a letter
of credit fee (the “Letter of Credit
Fee”) on each Letter of Credit issued by the Issuing Bank for the account
of the Borrower in an amount equal to the Applicable Percentage per annum on the
face amount of each such Letter of Credit.  Such Letter of Credit Fee
shall accrue from the date of issuance of each Letter of Credit (with such
issuance date being deemed to be the Effective Date in the case of the
Outstanding Letters of Credit that are to be continued hereunder as Letters of
Credit) until its expiration date, taking into account any extensions of the
expiration date beyond the initial expiration date.  Such fee shall be
payable quarterly in arrears on the last day of each calendar quarter and on the
date each Letter of Credit expires or is fully drawn.

     

    (ii)  In
addition to the Letter of Credit Fees due the Issuing Bank hereunder, the
Borrower shall pay to any  Lending Office issuing a Letter of Credit
any standard amendment, negotiation or other fees  as such Lending
Office may request at the time such Letter of Credit is issued or
amended.

     

    (b)  Commitment
Fee.  The Borrower shall pay to the Bank in Dollars a
commitment fee (the “Commitment Fee”),
payable quarterly in arrears on the last day of each calendar quarter,
commencing with the first calendar quarter ending after the Effective Date, in
an amount equal to the Applicable Percentage multiplied by the excess of (i) the
Commitment at the time over (ii) the aggregate Letter of Credit Obligations from
time to time.

     

    2.05  Computation of Fees and
Interest.

     

    (a)  All
computations of fees and interest under this Agreement shall be made on the
basis of a 360-day year and actual days elapsed.  Fees and interest
shall accrue during each period during which such fees or interest are computed
from and including the first day thereof to but excluding the last day
thereof.

     

    (b)  Each
determination of an interest rate by the Bank pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower in the absence of
manifest error.

     

    2.06  Payments by the
Borrower.

     

    (a)  All
payments (including prepayments) to be made by the Borrower on account of
Obligations shall be made without set-off or counterclaim and shall, except
as

     

    


    
      
        
           


        

        
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    otherwise
expressly provided in this Agreement, be made to the relevant Lending Office, in
Dollar Equivalents and in immediately available funds, no later than 12:00 noon
(local time) unless otherwise agreed, on the date specified
herein.  Any payment which is received by a Lending Office later than
12:00 noon (local time) shall be deemed to have been received on the immediately
succeeding Business Day and any applicable fee or interest shall continue to
accrue.

     

    (b)  Whenever
any payment hereunder shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of fees or
interest, as the case may be.

     

    ARTICLE
III

     

    LETTERS OF
CREDIT

     

    3.01  General.

     

    (a)  Subject
to the terms and conditions set forth herein, the Borrower may from time to time
request the Issuing Bank to issue Letters of Credit denominated in Dollars or
any other Approved Currency for its own account in such form as is acceptable to
the Issuing Bank in its reasonable determination.  A Letter of Credit
may state that is it issued for the account of any Restricted Subsidiary of the
Borrower without prejudice to the agreement herein between the Borrower and the
Bank that the Borrower shall be the account party for all Letters of Credit and
shall have the obligations with respect thereto provided by this
Agreement.

     

    (b)  Prior
to the Effective Date, the Outstanding Letters of Credit set forth on Schedule 3.01(b)
hereto are outstanding under the SELOC Facility. All such Outstanding Letters of
Credit shall be deemed to become outstanding Letters of Credit hereunder upon
the Effective Date.

     

    3.02  Terms of the Letters of
Credit.

     

    (a)  Each
Letter of Credit shall expire at or prior to the close of business on the
earliest of (i) the date twelve (12) months after the date of the issuance of
such Letter of Credit (or, in the case of any extension of the expiration date
of an Evergreen Letter of Credit, twelve (12) months after the then-current
expiration date of such Evergreen Letter of Credit, so long as the Non-Extension
Date for such Evergreen Letter of Credit occurs within three (3) months of such
then-current expiration date), (ii) the date that is five (5) Business Days
prior to the Termination Date and (iii) its stated expiration date (including
any extension thereof in accordance with this Agreement).

     

    (b)  A
Letter of Credit shall be issued, amended, renewed or extended, or the amount
thereof increased or reinstated, only if (and upon issuance, amendment, renewal
or extension, or increase or reinstatement of the amount, of each Letter of
Credit the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal, extension, increase or
reinstatement, the sum of the Letter

     

    


    
      
        
           


        

        
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    of Credit
Obligations does not exceed the Commitment.  The original face amount
of each Letter of Credit shall be at least $50,000.

     

    3.03  Procedure for Issuance of
the Letters of Credit.

     

    (a)  Each
Letter of Credit (other than the Outstanding Letters of Credit) to be issued
after the Effective Date shall be issued upon the request of the Borrower
received by the Issuing Bank and any other relevant Lending Office not later
than 12:00 noon (local time), three (3) Business Days prior to the requested
date of issuance.

     

    (b)  Each
request for issuance of a Letter of Credit (other than the Outstanding Letters
of Credit) shall be made in writing sent by fax or by electronic mail in
accordance with Section 11.02(d) and
confirmed by delivery of the original executed letter of credit application and
agreement, in the Issuing Bank’s standard form or a similar form if the relevant
Lending Office uses a different form (each, an “L/C Application”),
not later than one (1) Business Day thereafter.  Each request for
issuance of a Letter of Credit and each L/C Application shall specify, among
other things:  (i) the proposed date of issuance (which shall be a
Business Day); (ii) the face amount of the Letter of Credit; (iii) the date of
expiration of the Letter of Credit; (iv) the name and address of the beneficiary
thereof; (v) the documents to be presented by the beneficiary of the Letter of
Credit in case of any drawing thereunder; (vi) the full text of any certificate
to be presented by the beneficiary in case of any drawing thereunder; and (vii)
whether the requested Letter of Credit is to be denominated in Dollars or
another Approved Currency.

     

    (c)  Any
request for an amendment to any previously-issued Letter of Credit shall be
received by the  Lending Office which issued the Letter of Credit not
later than 12:00 noon (local time), unless otherwise agreed by the Lending
Office, two (2) Business Days prior to the date of the proposed amendment in
writing by fax or by electronic mail in accordance with Section
11.02(d).  Each written request for an amendment to a
previously-issued Letter of Credit made by fax or by electronic mail in
accordance with Section 11.02(d) shall be in the form of the relevant L/C
Application signed by the Borrower and shall not request an extension beyond the
Termination Date.  Amendments and extensions shall be at the sole
discretion of the Lending Office which issued the Letter of Credit.

     

    (d)  Notwithstanding
any provision of any L/C Application to the contrary, in the event of any
conflict between the terms of any such L/C Application and the terms of this
Agreement, the terms of this Agreement shall control with respect to payment
obligations, events of default, representations and warranties, and covenants,
except that such L/C Application may provide for further warranties relating
specifically to the transaction or affairs underlying such Letter of
Credit.

     

    3.04  Drawings and
Reimbursements.  The Borrower hereby unconditionally and
irrevocably agrees to reimburse the relevant Lending Office for each L/C
Disbursement made by such Lending Office under any Letter of Credit issued for
the account of the Borrower; such Reimbursement Obligation shall be due and
payable seven (7) Business Days after the date the

     

    


    
      
        
           


        

        
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    relevant
Lending Office makes such L/C Disbursement, and shall bear interest, payable
upon demand, for each day from and including the date such L/C Disbursement is
made to but excluding the date that the Borrower pays such Reimbursement
Obligation, at the rate per annum equal to the Base Rate for each such day;
provided that
if the Borrower fails to pay such Reimbursement Obligation on the earlier of (i)
the seventh Business Day following the date that such L/C Disbursement is made,
and (ii) the Termination Date, the Borrower shall thereafter pay interest on
such unpaid Reimbursement Obligation at the rate per annum equal to the Base
Rate plus two percent (2%) for each such day.

     

    3.05  Reimbursement Obligations
Absolute.  The obligations of the Borrower to reimburse the
Lending Office for L/C Disbursements made by such Lending Office under any
Letter of Credit honoring a demand for payment by the beneficiary thereunder
shall be irrevocable, absolute and unconditional under any and all
circumstances, including the following circumstances:

     

    (a)  any
lack of validity or enforceability of this Agreement, any Letter of Credit, any
L/C Application or any other agreement or instrument relating thereto
(collectively, the “L/C Related
Documents”);

     

    (b)  any
change in the time, manner or place of payment of, or in any other term of, all
or any of the obligations of the Borrower in respect of any Letter of Credit or
any other amendment or waiver of or any consent to or departure from all or any
of the L/C Related Documents;

     

    (c)  the
existence of any claim, set-off, defense or other right that the Borrower may
have at any time against any beneficiary or any transferee of any Letter of
Credit (or any Person for whom any such beneficiary or any such transferee may
be acting), the Issuing Bank, any Lending Office or any other Person, whether in
connection with this Agreement, the transactions contemplated by the L/C Related
Documents or any unrelated transaction;

     

    (d)  any
draft, certificate, statement or other document presented under any Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect other than if
such payment resulted from the  gross negligence or willful misconduct
of the relevant Lending Office;

     

    (e)  payment
by the relevant Lending Office under any Letter of Credit against presentation
of a draft or certificate that does not comply with the terms of the Letter of
Credit other than if such payment resulted from the gross negligence or willful
misconduct of the relevant Lending Office;

     

    (f)  any
release or amendment or waiver of or consent to departure from any guaranty, for
all or any of the obligations of the Borrower in respect of any Letter of
Credit; or

     

    (g)  any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute
a

     

    


    
      
        
           


        

        
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    defense
available to, or a discharge of, the Borrower or any account party, other than a
circumstance constituting gross negligence or willful misconduct on the part of
the relevant Lending Office.

     

    Neither
the Issuing Bank nor any of its Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit by the Issuing Bank 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 or its Restricted Subsidiaries to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Company to the extent permitted by applicable law) suffered by the
Borrower or its Restricted Subsidiaries that are caused by the Issuing Bank’s
gross negligence or willful misconduct when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that:

     

    (x)           the
Issuing Bank may accept documents that appear on their face to be in substantial
compliance with the terms of a Letter of Credit without responsibility for
further investigation, regardless of any notice or information to the contrary,
and may make payment upon presentation of documents that appear on their face to
be in substantial compliance with the terms of such Letter of
Credit;

     

    (y)           the
Issuing Bank shall have the right, in its sole discretion, to decline to accept
such documents and to make such payment if such documents are not in strict
compliance with the terms of such Letter of Credit; and

     

    (z)           this
sentence shall establish the standard of care to be exercised by the Issuing
Bank when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof (and the parties hereto hereby
waive, to the extent permitted by applicable law, any standard of care
inconsistent with the foregoing).

     

    3.06  Disbursement
Procedures.  The Issuing Bank shall, within a reasonable time
following its receipt thereof, examine all documents purporting to represent a
demand for payment under any Letter of Credit.  The Issuing Bank shall
promptly after such examination notify the Borrower by telephone (confirmed by
fax or by electronic mail in accordance with Section 11.02(d)) of such demand
for payment and whether the Issuing Bank has made or will make an L/C
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 with respect to any such L/C
Disbursement.

     

    


    
      
        
           


        

        
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    3.07  Evergreen Letters of Credit;
Revolving Letters of Credit.

     

    (a)  If
the Borrower so requests in connection with the proposed issuance of a Letter of
Credit, the Issuing Bank agrees, subject to the terms and conditions hereof, to
issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of
Credit”); provided that any
such Evergreen Letter of Credit must permit the Issuing Bank to prevent any such
renewal at least once during the term thereof (commencing with the date of
issuance of such Letter of Credit) by giving prior written notice to the
beneficiary thereof and the Borrower not later than a specified date to be
agreed upon at the time such Letter of Credit is issued, which shall occur and
be effective on a date (the “Non-Extension Date”)
falling no earlier than three (3) months prior to the stated expiration date of
such Evergreen Letter of Credit.  Unless otherwise directed by the
Issuing Bank, the Borrower shall not be required to make a specific request to
the Issuing Bank for any renewal of an Evergreen Letter of Credit; provided, however, that the
Issuing Bank shall not be required to permit any renewal of an Evergreen Letter
of Credit if (i) 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 (ii) it has determined that one or more of the applicable
conditions specified in Section 5.02 is not
then satisfied.

     

    (b)  If
the Borrower so requests in connection with the proposed issuance of a Letter of
Credit, the Issuing Bank agrees, subject to the terms and conditions hereof, to
issue a Letter of Credit that has automatic provisions for the increase or
reinstatement of the face amount of such Letter of Credit (each, a “Revolving Letter of
Credit”); provided that any
such Revolving Letter of Credit must permit the Issuing Bank to prevent each
such increase or reinstatement by giving prior written notice to the beneficiary
and the Borrower thereof not later than a date to be agreed upon at the time
such Letter of Credit is issued, which shall occur and be effective on a date
falling no earlier than two (2) Business Days prior to such increase or
reinstatement.  Unless otherwise directed by the Issuing Bank, the
Borrower shall not be required to make a specific request to the Issuing Bank
for any increase or reinstatement of a Revolving Letter of Credit; provided, however, that the
Issuing Bank shall not be required to permit any such increase or reinstatement
of a Revolving Letter of Credit if (i) the Issuing Bank has determined that it
would have no obligation at such time to issue such Letter of Credit in its
increased or reinstated amount under the terms hereof or (ii) it has determined
that one or more of the applicable conditions specified in Section 5.02 is not
then satisfied.

     

    3.08  Additional
Limitations.  Notwithstanding anything contained herein to the
contrary:

     

    (a)  the
Issuing Bank shall not be under any obligation to issue any Letter of Credit
other than the Outstanding Letters of Credit if:

     

    (i)  any
order, judgment or decree of any Governmental Authority or arbitration shall by
its terms purport to enjoin or restrain the Issuing Bank from issuing such
Letter of Credit, or any law or regulation applicable to the Issuing Bank or any
request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon
the

     

    


    
      
        
           


        

        
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    Issuing
Bank with respect to such Letter of Credit any restriction, reserve or capital
requirement (in each case, for which the Issuing Bank is not compensated
hereunder) not in effect on the Effective Date, or shall impose upon the Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the
Effective Date and which the Issuing Bank in good faith deems material to it;
or

     

    (ii)  the
issuance of such Letter of Credit would violate any policies of the Issuing Bank
of general application or applicable generally to similar
customers.

     

    (b)  The
Issuing Bank shall not be under any obligation to amend, renew or extend, or
increase or reinstate the amount of, any Letter of Credit if (i) the Issuing
Bank would have no obligation at such time to issue such Letter of Credit in its
amended, renewed or extended form or increased or reinstated amount under the
terms hereof, (ii) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit, or (iii) the Issuing Bank has
determined that one or more applicable conditions contained in Section 5.02 hereof
shall not then be satisfied.

     

    3.09  Applicability of ISP and
UCP.  The rules of the ISP shall apply to each Letter of Credit
unless, when a Letter of Credit is issued, the Issuing Bank elects to have the
rules of the UCP apply or unless otherwise expressly agreed by the Issuing Bank
and the Borrower (including any such agreement applicable to an Outstanding
Letter of Credit).  To the extent not inconsistent with the foregoing,
each Letter of Credit shall also be subject to the New York Uniform Commercial
Code as in effect from time to time.

     

    3.10  Downgrade
Event.  If the long term senior credit rating of the Issuing
Bank is reduced below “A” by S&P or “A2” by Moody’s, then, at the request of
the Borrower, the Issuing Bank shall use its commercially reasonable efforts to
take one of the following actions (at its option):

     

    (a)  arrange
for a replacement Issuing Bank (the “Replacement Issuing
Bank”) on terms and conditions reasonably acceptable to the Borrower,
or

     

    (b)  arrange
for another bank (the “Fronting Bank”) to
confirm Letters of Credit issued by the Issuing Bank or to issue letters of
credit to the Borrower’s, or its Restricted Subsidiaries’, beneficiaries with
support of a back-to-back Letter of Credit issued by the Issuing Bank, on terms
and conditions reasonably acceptable to the Borrower.

     

    The
Borrower will use its commercially reasonable efforts to assist the Issuing Bank
to identify a Replacement Issuing Bank or a Fronting Bank and to obtain its
agreement to act in such capacity.  Any Replacement Issuing Bank shall
be subject to the approval of the Borrower unless such Replacement Issuing Bank
shall have a rating of “A” or higher by S&P or “A2” or higher by
Moody’s.

     

    


    
      
        
           


        

        
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    ARTICLE
IV

     

    TAXES,
YIELD PROTECTION AND ILLEGALITY

     

    4.01  Taxes.

     

    (a)  Payments
made hereunder and under any instrument executed hereunder shall be made free
and clear of, and without deduction for, any and all present or future taxes,
levies, imposts, duties, deductions, withholding and similar charges (“Taxes”) excluding, in
the case of each Issuing Bank, each Lending Office, each Replacement Bank, each
Fronting Bank and each Permitted Assignee, Taxes (including franchise or
receipts taxes) imposed on or in respect of its net income, capital, or
receipts, by the jurisdiction (or any political subdivision thereof) under the
laws of which such Issuing Bank, Lending Office, Replacement Bank, Fronting Bank
or Permitted Assignee (as the case may be) (A) is organized, (B) has its
principal place of business, or (C) is, through an office or other fixed place
of business, deemed to be doing business or maintaining a permanent
establishment under any applicable income tax treaty (such non-excluded Taxes
being “Withholding
Taxes”).  If the Borrower shall be required by law to deduct
any Withholding Taxes from or in respect of any sum payable hereunder or under
any instrument executed hereunder, the Borrower:

     

    (i)  shall
pay to each Issuing Bank, Lending Office, Replacement Bank, Fronting Bank or
Permitted Assignee an additional amount so that the net amount received and
retained by such Issuing Bank, Lending Office, Replacement Bank, Fronting Bank
or Permitted Assignee after taking into account such Withholding Taxes (and any
additional Withholding Taxes payable on account of any additional payment called
for by this sentence) will equal the full amount which would have been received
and retained by such Issuing Bank, Lending Office, Replacement Bank, Fronting
Bank or Permitted Assignee as if no such Withholding Taxes been paid, deducted,
or withheld;

     

    (ii)  shall
make such deductions; and

     

    (iii)  shall
pay the full amount deducted to the relevant taxing authority or other authority
in accordance with applicable law.

     

    (b)  The
Borrower will furnish each Issuing Bank, Lending Office, Replacement Bank,
Fronting Bank or Permitted Assignee original Withholding Tax receipts, notarized
copies of Withholding Tax receipts or such other appropriate documentation as
will prove payment of tax in a court of law applying U.S. Federal Rules of
Evidence for all Taxes paid by the Borrower pursuant to Section
4.01(a).  The Borrower will deliver such receipts within a
reasonable period after payment of any Withholding Taxes, but in no event later
than 60 days after the due date for the related Withholding Tax.

     

    (c)  If
an Issuing Bank, Lending Office, Replacement Bank, Fronting Bank or Permitted
Assignee is entitled to a refund or credit of Withholding Tax, it shall use
reasonable efforts to pursue such refund (and interest with respect thereto),
and if it

     

    


    
      
        
           


        

        
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    receives
such refund or credit, shall pay to the Borrower the amount of the refund or
credit (and interest with respect thereto) actually received.

     

    (d)  Each
Issuing Bank, Lending Office, Replacement Bank, Fronting Bank or Permitted
Assignee shall use reasonable efforts (consistent with its internal policies,
and legal and regulatory restrictions) to change the jurisdiction of its
relevant Lending Office if such change would avoid or reduce any Withholding
Tax; provided
that no such change of jurisdiction shall be made if, in the reasonable judgment
of such Issuing Bank, Lending Office, Fronting Bank, Replacement Bank or
Permitted Assignee, such change would be disadvantageous to such Issuing Bank,
Lending Office, Fronting Bank, Replacement Bank or Permitted Assignee, as the
case may be.

     

    (e)  The
Issuing Bank shall deliver to the  Borrower, within 30 days after the
execution of this Agreement (unless theretofore so delivered) and, in the case
of any other Issuing Bank or Lending Office, Replacement Bank, Fronting Bank or
Permitted Assignee, prior to such Person becoming an Issuing Bank, Lending
Office, Replacement Bank, Fronting Bank or Permitted Assignee, as the case may
be, as may be reasonably required from time to time by applicable law or
regulation, United States Internal Revenue Service Forms W-8BEN and/or W-8EC1
(or successor Forms) or such other form, if any, as from time to time may permit
the Borrower to demonstrate that payments made by the  Borrower to
such Issuing Bank, Lending Office, Replacement Bank, Fronting Bank or Permitted
Assignee  under this Agreement either are exempt from United States
Federal Withholding Taxes or are payable at a reduced rate (if any) specified in
any applicable tax treaty or convention.  If any Issuing Bank, Lending
Office, Replacement Bank, Fronting Bank or Permitted Assignee fails to provide
the forms required by this Section 4.01(e), the
Borrower shall, notwithstanding anything in this Section 4.01 to the contrary,
withhold amounts required to be withheld by the applicable law from any payments
to any such Issuing Bank, Lending Office, Replacement Bank, Fronting Bank or
Permitted Assignee at the applicable statutory rate, and the Borrower shall not
be required to pay additional amounts pursuant to Section 4.01 to or
indemnify any such Issuing Bank, Lending Office, Replacement Bank, Fronting Bank
or Permitted Assignee pursuant to this Agreement with respect to amounts so
withheld.

     

    4.02  Illegality.  If
the Issuing Bank shall determine that the introduction of any Requirement of
Law, or any change in any Requirement of Law or in the interpretation or
administration thereof, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for the Issuing Bank or
any other relevant Lending Office to issue Letters of Credit, then, on notice
thereof by the Issuing Bank to the Borrower, the obligation of the Issuing Bank
to issue Letters of Credit, as the case may be, shall be suspended until the
Issuing Bank shall have notified the Borrower that the circumstances giving rise
to such determination no longer exist.  The Issuing Bank shall
immediately notify the Borrower of any such event.

     

    


    
      
        
           


        

        
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    4.03  Increased Costs and
Reduction of Return.

     

    (a)  If
the Issuing Bank shall determine that, due to either (i) the introduction of any
Requirement of Law, or any change in any Requirement of Law or in the
interpretation or administration thereof or (ii) the compliance with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to the Issuing Bank or any Lending Office of agreeing to issue or issuing
or maintaining any Letter of Credit, then the Borrower shall be liable for, and
shall from time to time, upon written request therefor by the Issuing Bank, pay
to the Issuing Bank additional amounts as are sufficient to compensate the
Issuing Bank or such Lending Office for such increased costs.

     

    (b)  If
the Issuing Bank shall have determined that (i) the introduction of any Capital
Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii)
any change in the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or (iv) compliance by the Issuing Bank
(or other relevant Lending Office) or any corporation controlling the Issuing
Bank, with any Capital Adequacy Regulation affects or would affect the amount of
capital required or expected to be maintained by the Issuing Bank, any Lending
Office or any corporation controlling the Issuing Bank and (taking into
consideration the Issuing Bank’s and such controlling corporation’s policies
with respect to capital adequacy and the Issuing Bank’s desired return on
capital) determines that the amount of such capital is increased as a
consequence of Letters of Credit issued or maintained by the Issuing Bank under
this Agreement, then, upon written request of the Issuing Bank, the Borrower
shall immediately pay to the Issuing Bank or the relevant Lending Office, from
time to time as specified by the Issuing Bank, additional amounts sufficient to
compensate the Issuing Bank or such Lending Office for such
increase.

     

    (c)  The
Issuing Bank will notify the Borrower of any event occurring after the date
hereof which will entitle the Issuing Bank or any Lending Office to compensation
from the Borrower pursuant to this Section 4.03 as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation, and will designate a different Lending Office if such
designation will avoid the need for, or reduce the amount of, such
compensation.  If the Issuing Bank requests compensation under this
Section 4.03,
the Borrower may, by notice to the Issuing Bank, require that the Issuing Bank
furnish to the Borrower a statement setting forth the basis for requesting such
compensation and the method for determining the amount thereof.

     

    4.04  Certificate of the Issuing
Bank.  If claiming reimbursement or compensation pursuant to
this Article
IV, the Issuing Bank shall deliver to the Borrower a certificate setting
forth in reasonable detail the amount payable to the Issuing Bank or any
relevant Lending Office hereunder, and such certificate shall be conclusive and
binding on the Borrower in the absence of manifest error.

     

    


    
      
        
           


        

        
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    4.05  Survival.  The
agreements and obligations of the Borrower in this Article IV shall
survive the payment of all other Obligations.

     

    ARTICLE
V

     

    CONDITIONS
PRECEDENT

     

    5.01  Conditions to Effectiveness
of this Agreement.  The effectiveness of this Agreement and the
obligation of the Issuing Bank to issue any Letter of Credit is subject to the
satisfaction of the following conditions precedent on or before the Effective
Date:

     

    (a)  Receipt of
Documents.  The Bank shall have received on or before the
Effective Date all of the following, in form and substance reasonably
satisfactory to the Bank and its counsel:

     

    (i)  Letter of Credit
Agreement.  This Agreement, duly executed and delivered by each
Credit Party;

     

    (ii)  Resolutions;
Incumbency.

     

    (A)  Copies
of the resolutions of the board of directors of each Credit Party approving and
authorizing the execution, delivery and performance of this Agreement and the
other Loan Documents to be delivered by it hereunder, certified as of the
Effective Date by the Secretary or an Assistant Secretary of such Credit Party;
and

     

    (B)  A
certificate of the Secretary or Assistant Secretary of each Credit Party as of
the Effective Date certifying the names and true signatures of the officers of
such Credit Party authorized to execute and deliver this Agreement and all other
Loan Documents to be delivered by it hereunder.

     

    (iii)  Financial
Statements.  A copy of the audited and unaudited financial
statements of the Borrower and its Subsidiaries referred to in Section 6.07,
accompanied by a copy of the related auditor’s report, in the case of the
audited financial statements, and a certificate of a Responsible Officer, in the
case of the unaudited financial statements.

     

    (iv)  Certificate.  A
certificate signed by a Responsible Officer, dated as of the Effective Date,
certifying as to the matters set forth in Section 5.01(b)
below.

     

    (v)  Legal
Opinions.  Opinions in form and substance reasonably
satisfactory to the Bank of the general counsel of the Borrower (and in such
capacity, acting as counsel for the Credit Parties) and, as to matters of New
York law, of Hunton & Williams LLP.

     

    (b)  No Default,
etc.  As of the Effective Date:

     

    (i)  no
Default or Event of Default exists;

     

    


    
      
        
           


        

        
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    (ii)  the
representations and warranties in Article VI (other
than in the case of the Outstanding Letters of Credit to be deemed issued
hereunder, the last clause of Section 6.07(b) relating to the occurrence of a
material adverse change) are true and correct in all material respects on and as
of such date, as though made on and as of such date; and

     

    (iii)  since
March 31, 2008, there has occurred no event or circumstance that could
reasonably be expected to result in a Material Adverse Effect.

     

    (c)  SELOC
Facility.  The Bank shall have received notification of the
Borrower’s election to terminate the SELOC Facility.

     

    (d)  Payment of Costs and
Fees. The Borrower shall have paid all reasonable out-of-pocket costs,
accrued and unpaid fees and expenses incurred by the Bank, to the extent due and
payable on the Effective Date, including the reasonable fees and expenses of
outside counsel to the Bank.

     

    5.02  Conditions to Subsequent
Issuances.  The obligation of the Issuing Bank to issue, amend,
renew or extend, or increase or reinstate the amount of, any Letter of Credit
after the Effective Date is subject to the satisfaction of the following
conditions precedent on the date of the relevant extension of
credit:

     

    (a)  Request for Letter of
Credit.  The Issuing Bank shall have received a request and an
L/C Application in accordance with Section
3.03;

     

    (b)  Continuation of
Representations and Warranties.  The representations and
warranties contained in Article VI (other
than, after the Effective Date, the last clause of Section 6.07(b) relating to
the occurrence of a material adverse change) shall be true and correct in all
material respects on and as of the date of such extension of credit with the
same effect as if made on and as of such date, except for any representation and
warranty made as of an earlier date, which representation and warranty shall
remain true and correct in all material respects as of such earlier
date;

     

    (c)  No Existing
Default.  No Default or Event of Default shall exist on the
date of such request or immediately after giving effect to the requested
issuance, amendment, renewal, extension, increase or reinstatement of such
Letter of Credit, and without limiting the generality of the foregoing, no
Reimbursement Obligation shall be outstanding and unpaid.

     

    Each
request for the issuance, amendment, renewal, extension, increase or
reinstatement of a Letter of Credit shall constitute a representation and
warranty by the Borrower that, as of the date of such request and immediately
after giving effect to such issuance, amendment, renewal, extension, increase or
reinstatement of such Letter of Credit, the conditions in this Section 5.02 have
been satisfied and, without limiting the generality of the foregoing, no
Reimbursement Obligation shall be outstanding and unpaid.

     

    


    
      
        
           


        

        
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    ARTICLE
VI

     

    REPRESENTATIONS
AND WARRANTIES

     

    Each
Credit Party (or, as specifically provided below, the Borrower only), represents
and warrants to the Bank, as follows:

     

    6.01  Corporate
Existence.  (a) Such Credit Party and each of its Restricted
Subsidiaries is duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation; (b) such Credit Party and each of its
Restricted Subsidiaries (i) has the requisite power and authority to own its
property and assets and to carry on its business as now conducted and (ii) is
qualified to do business in every jurisdiction where such qualification is
required, except where the failure so to qualify would not have a Material
Adverse Effect.  Such Credit Party has the corporate power to execute
and deliver and to perform its obligations under the Loan Documents to which it
is party.

     

    6.02  Non-Contravention.  The
execution, delivery and performance by such Credit Party of the Loan Documents
to which it is party have been duly authorized by all necessary corporate action
and do not and will not (i) require any consent or approval of the shareholders
of such Credit Party, (ii) violate any provision of any law, rule, regulation
(including, without limitation, Regulation T, U or X of the Federal Reserve
Board), order, writ, judgment, injunction, decree, determination, or award
presently in effect having applicability to such Credit Party or of the charter
or by-laws of such Credit Party, (iii) result in a breach of or constitute a
default under any agreement or instrument to which such Credit Party is a party
or by which it is bound, which breach or default, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, or
(iv) result in the creation of a Lien of any nature upon or with respect to any
of the properties now owned or hereafter acquired by such Credit Party; and such
Credit Party is not in default under any such order, writ, judgment, injunction,
decree, determination, or award or any such indenture, agreement, lease, or
instrument or in default under any such law, rule, or regulation, which default
would have a Material Adverse Effect.

     

    6.03  No
Consent.  No authorization, consent, approval, license,
exemption of, or filing or registration with, or any other action in respect of
any Governmental Authority is or will be necessary for the valid execution,
delivery or performance by such Credit Party of the Loan Documents to which it
is party.

     

    6.04  Binding
Obligations.  Each of the Loan Documents to which such Credit
Party is party constitute legal, valid, and binding obligations of such Credit
Party enforceable against such Credit Party in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally or by equitable principles relating to enforceability.

     

    6.05  Title to
Properties.  Such Credit Party and each of its Restricted
Subsidiaries has good and marketable title to all of the material assets and
properties purported to be owned by it, free and clear of all Liens except those
permitted by this Agreement.

     

    


    
      
        
           


        

        
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    6.06  Subsidiaries.  As
of the Effective Date, each Subsidiary listed on Schedule 6.06 is a
Subsidiary of the Borrower, and all of such Subsidiaries’ shares which are
owned, directly or indirectly, by the Borrower have been duly authorized and
validly issued, are fully paid and nonassessable and are free and clear of any
Lien except Liens of the type described in Section 8.02(b)
hereof.

     

    6.07  Financial
Statements.  The Borrower hereby represents and warrants
that:

     

    (a)  The
consolidated balance sheet of the Borrower and its Subsidiaries as at
December 31, 2007, and the related consolidated statements of operations,
shareholders’ equity and cash flows for the year then ended, certified by KPMG
LLP, independent public accountants, copies of which have been delivered to the
Bank, fairly present in all material respects the consolidated financial
condition of the Borrower and its Subsidiaries as at such date and the
consolidated results of their operations for the year then ended, all prepared
in accordance with GAAP applied on a consistent basis.

     

    (b)  The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at
March 31, 2008, the related unaudited consolidated statement of operations
of the Borrower and its Subsidiaries for the fiscal quarter then ended, and the
related unaudited consolidated statement of cash flows of the Borrower and its
Subsidiaries for the fiscal quarter then ended, copies of which have been
delivered to the Bank, fairly present in all material respects the consolidated
financial condition of the Borrower and its Subsidiaries as at such date and
their consolidated results of operations for the quarter then ended, all
prepared in accordance with GAAP (except for the omission of notes and subject
to year-end adjustments) applied on a consistent basis; and there has been no
material adverse change in such condition or operations since March 31,
2008.

     

    6.08  Litigation; Observance of
Agreements, Statutes and Orders.

     

    (a)  There
are no actions, suits, arbitrations or other proceedings pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower, any of
its Restricted Subsidiaries or the properties of the Borrower or any of its
Restricted Subsidiaries before any Governmental Authority or arbitrator that
would have a Material Adverse Effect, and neither the Borrower nor any of its
Restricted Subsidiaries is in default (in any respect which would have a
Material Adverse Effect) with respect to any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award presently in effect and
applicable to the Borrower or any of its Restricted Subsidiaries.

     

    (b)  Neither
the Borrower nor any Restricted Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, which
default or violation, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

     

    6.09  Taxes.  The
Borrower and its Restricted Subsidiaries have filed all material tax returns
(federal, state, and local) required to be filed and paid all taxes shown
thereon to be due,

     

    


    
      
        
           


        

        
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    including
interest and penalties, or provided adequate reserves, in accordance with GAAP,
for the payment thereof.

     

    6.10  ERISA.  Each
Pension Plan has complied with and has been administered in all material
respects in accordance with the applicable provisions of ERISA and the
Code.  No Pension Plan has terminated under circumstances giving rise
to liability of the Borrower of any ERISA Affiliate to the PBGC under Section
4062, 4063 or 4064 of ERISA, which liability remains unpaid in whole or in part,
and no lien under Section 4068 of ERISA exists with respect to the assets of the
Borrower.  No Reportable Event has occurred with respect to any
Pension Plan, except for Reportable Events previously disclosed in writing to
the Bank that would not have a Material Adverse Effect.  No
accumulated funding deficiency within the meaning of Section 302 of ERISA or
Section 412 of the Code (whether or not waived) exists with respect to any
Pension Plan, nor does any lien under Section 302 of ERISA or Section 412 of the
Code exist with respect to any Pension Plan.

     

    Neither
the Borrower nor any ERISA Affiliate has completely or partially withdrawn from
any one or more Multiemployer Plans under circumstances which would give rise to
withdrawal liability which, in the aggregate, could have a Material Adverse
Effect and which has not been fully paid as of the date
hereof.  Neither the Borrower nor any ERISA Affiliate has received
notice that any Multiemployer Plan is in reorganization (within the meaning of
Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of
ERISA), or has terminated under Title IV of ERISA, nor, to the best knowledge of
the Borrower, is any such reorganization, insolvency or termination reasonably
likely to occur, where such reorganization, insolvency or termination has
resulted or can reasonably be expected to result in an increase in the
contributions required to be made to such Multiemployer Plan in an amount that
would have a Material Adverse Effect.  Neither the Borrower nor any
ERISA Affiliate has failed to make any contribution to a Multiemployer Plan
which is required under ERISA or an applicable collective bargaining agreement
in an amount which is material in the aggregate (except to the extent there is a
good faith dispute as to whether any contribution is owed, the amount owed or
the existence of facts that would give rise to a withdrawal).

     

    6.11  No
Default.  No Default and no Event of Default has occurred and
is continuing.

     

    6.12  Federal Reserve
Regulations.  a)Neither the Borrower nor any of its
Subsidiaries 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.

     

    (b)  No
Letter of Credit will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose which entails a
violation of, or which is inconsistent with, the provisions of the Regulations
promulgated by the Federal Reserve Board, including, without limitation,
Regulations T, U or X.

     

    6.13  Investment Company
Act.  None of the Credit Parties is an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended.

     

    


    
      
        
           


        

        
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    6.14  Environmental
Matters.  In the ordinary course of its business, the Borrower
conducts an ongoing review of the effect of Environmental Laws and laws relating
to occupational safety and health on the business, operations and properties of
the Borrower and its Restricted Subsidiaries, in the course of which it
identifies and evaluates associated liabilities and costs (including any capital
or operating expenditures required for clean-up, closure or restoration of
properties presently or previously owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental protection and
occupational health and safety standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities,
including any periodic or permanent shutdown of any facility or reduction in the
level of or change in the nature of operations conducted thereat and any actual
or potential liabilities to third parties, including employees, and any related
costs and expenses).  On the basis of this review, the Borrower
represents and warrants that applicable Environmental Laws and laws relating to
occupational health and safety do not and would not have a Material Adverse
Effect  and it and each of its Restricted Subsidiaries has obtained
and holds all material permits, licenses and approvals required under
Environmental Laws that are necessary for the conduct of its business and the
operation of its facilities, and it has not received any written notice of any
failure to be in compliance with the terms and conditions of such permits,
licenses and approvals, which failure would have a Material Adverse
Effect.

     

    6.15  Priority of
Debt.  Each Credit Party hereby represents and warrants that
all Debt created under this Agreement for which it is or may be liable ranks
pari passu with all
other Debt for borrowed money which such person owes or may be liable for to any
Person other than the Bank.

     

    ARTICLE
VII

     

    AFFIRMATIVE
COVENANTS

     

    Until all
of the Obligations have been paid and satisfied in full, all Letters of Credit
have expired or been terminated and the Commitment has expired or been
terminated, unless consent has been obtained in the manner provided for in Section 11.01,
the Borrower will:

     

    7.01  Payment of Taxes,
etc.  Pay and discharge, and cause each Restricted Subsidiary
to pay and discharge, all material taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any properties
belonging to it, prior to the date on which penalties attach thereto, and all
lawful material claims which, if unpaid, might become a lien or charge upon any
properties of the Borrower or any Restricted Subsidiary; provided, however, that neither
the Borrower nor any Restricted Subsidiary shall be required to pay any such
tax, assessment, charge, levy or claim which is being contested in good faith
and by proper proceedings and against which it is maintaining adequate reserves
in accordance with GAAP.

     

    7.02  Maintenance of
Insurance.  Maintain, and cause each Restricted Subsidiary to
maintain, insurance with responsible and reputable insurance companies or
associations (or, to the extent consistent with prudent business practice,
through its own program of self-insurance) in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which the Borrower or
such Restricted Subsidiary operates.

     

    


    
      
        
           


        

        
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    7.03  Preservation of Corporate
Existence, etc.  Preserve and maintain, and cause each
Restricted Subsidiary to preserve and maintain, its corporate existence and
material rights, franchises, permits and privileges; provided, however, that nothing
herein contained shall prevent any merger or consolidation permitted by Section 8.03; and
provided further that the
Borrower shall not be required to preserve or to cause any Restricted Subsidiary
to preserve its corporate existence or any such rights, franchises, permits or
privileges if the Borrower shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Borrower and its
Restricted Subsidiaries taken as a whole and that the loss thereof is not
disadvantageous in any material respect to the Borrower and its Restricted
Subsidiaries taken as a whole.

     

    7.04  Compliance with Laws,
etc.  Comply, and cause each Restricted Subsidiary to comply,
with the requirements of all applicable laws, rules, regulations and orders
(other than laws, rules, regulations, and orders which are not final and are
being contested in good faith by proper proceedings) of any Governmental
Authority (including Labor Laws and Environmental Laws), in each case where
noncompliance with which would have a Material Adverse Effect.

     

    7.05  Compliance with ERISA and
the Code.  With respect to each Pension Plan, (i) comply, and
cause each of its ERISA Affiliates to comply, with the minimum funding standards
under ERISA and (ii) use its best efforts, and cause each of its ERISA
Affiliates to use its best efforts, to comply in all material respects with all
other applicable provisions of ERISA and the Code and the regulations and
interpretations promulgated thereunder.

     

    7.06  Compliance with Contracts,
etc.  Perform, and cause each Restricted Subsidiary to perform,
all of its obligations under the terms of each mortgage, indenture, security
agreement, loan agreement or credit agreement and each other agreement, contract
or instrument by which it is bound, except in each case where the failure to do
so would not have a Material Adverse Effect.

     

    7.07  Access to
Properties.  Permit, and cause its Restricted Subsidiaries to
permit, any representatives designated by the Bank, upon reasonable prior notice
to the Borrower, to visit the properties of the Borrower or any Restricted
Subsidiary at reasonable times and as often as reasonably
requested.

     

    7.08  Conduct of
Business.  Engage in, and cause its Restricted Subsidiaries to
engage in, only those businesses in which the Borrower and its Restricted
Subsidiaries are engaged on the Effective Date and such other businesses
reasonably related or complementary thereto or in furtherance thereof, or in
other lines of business which are insignificant when viewed in the overall
context of the businesses then engaged in by the Borrower and its Subsidiaries
taken as a whole.

     

    7.09  Use of
Proceeds.  Use the Letters of Credit for general corporate
purposes of the Borrower and its Restricted Subsidiaries in compliance with this
Agreement.

     

    7.10  Financial
Statements.  Furnish or cause to be furnished to the Bank at
its address as set forth in Section 11.02 or such
other office as may be designated in writing by the Bank:

     

    


    
      
        
           


        

        
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    (a)  annually,
as soon as available, but in any event within 120 days after the last day of
each Fiscal Year, a consolidated balance sheet of the Borrower and its
Subsidiaries, as at such last day of such Fiscal Year, and consolidated
statements of operations, shareholders’ equity and cash flow for the Borrower
and its Subsidiaries for such Fiscal Year, each prepared in accordance with
GAAP, in reasonable detail, and audited by KPMG LLP or any other firm of
independent certified public accountants of recognized national standing and
whose opinion shall not be qualified with respect to scope limitations imposed
by the Borrower or any Subsidiary, the status of the Borrower and its
Subsidiaries as a going concern or the accounting principles followed by the
Borrower or any Subsidiary not in accordance with GAAP;

     

    (b)  as
soon as available, but in any event within 60 days after the end of each of the
first three fiscal quarterly periods of each Fiscal Year, a consolidated balance
sheet of the Borrower and its Subsidiaries as at the last day of such fiscal
quarter and consolidated statements of operations and cash flows for the
Borrower and its Subsidiaries for such fiscal quarter, and for the then current
Fiscal Year through the end of such fiscal quarter, prepared in accordance with
GAAP (except for omission of notes and subject to year-end
adjustments);

     

    (c)  substantially
concurrently with the delivery of financial statements pursuant clause (a) above
(but in any event, no later than the time such financial statements are required
to be delivered pursuant to clause (a) above), a certificate signed by the
treasurer, chief financial officer or the chief executive officer of the
Borrower to the effect that such officer has made due inquiry and that to the
best of the knowledge of such officer except as stated therein no Default or
Event of Default has occurred hereunder and that such officer has made due
inquiry and that to the best of the knowledge of such officer except as stated
therein no default has occurred under any other agreement to which the Borrower
is a party or by which it is bound, or by which any of its properties or assets
may be affected, which would have a Material Adverse Effect and specifying in
reasonable detail the exceptions, if any, to such statements;

     

    (d)  substantially
concurrently with the delivery of financial statements pursuant clauses (a) and
(b) above (but in any event, no later than the time such financial statements
are required to be delivered pursuant to clauses (a) and (b) above), a statement
of a financial officer of the Borrower showing the Leverage Ratio and Interest
Coverage Ratio by reasonably detailed calculation thereof as of the last day of
the fiscal period to which such financial statements relate;

     

    (e)  substantially
concurrently with the delivery of financial statements pursuant clause (b) above
(but in any event, no later than the time such financial statements are required
to be delivered pursuant to clause (b) above), a certificate signed by a
financial officer of the Borrower and stating that such officer has made due
inquiry and that to the best of his knowledge no Default or Event of Default has
occurred and is continuing, or, if a Default or Event of Default has occurred
and is continuing, specifying the nature and extent thereof; and

     

    


    
      
        
           


        

        
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    (f)  immediately,
but in any event within three (3) Business Days after a Responsible Officer
obtains knowledge of the occurrence of any Default or Event of Default, a
certificate of a Responsible Officer setting forth the details thereof and the
action which the Borrower is taking or proposes to take with respect
thereto.

     

    Any
financial statement required to be delivered pursuant to this Section 7.10 shall be
deemed to have been delivered on the date on which the Borrower posts such
financial statement on its website on the Internet at www.brinkscompany.com (or
a successor website) or when such financial statement is posted on the SEC’s
website on the Internet at www.sec.gov (or a successor website) and, in each
case, such financial statement is readily accessible to the Bank on such date;
provided that
the Borrower shall give notice of any such posting to the Bank; provided, further, that the
Borrower shall deliver paper copies of any such financial statement to the Bank
if the Bank requests the Borrower to deliver such paper copies until notice to
cease delivering such paper copies is given by the Bank.

     

    7.11  Books and
Records.  Keep, and cause each Restricted Subsidiary to keep,
proper books of record and accounts in which full, true and correct entries in
accordance with GAAP shall be made of all dealings or transactions in relation
to its business and activities and the business and activities of its Restricted
Subsidiaries.

     

    7.12  Additional
Information.  Furnish, and cause each Restricted Subsidiary to
furnish, with reasonable promptness such other financial information as the Bank
may reasonably request, provided that the Borrower shall not be required to
furnish any information that would result in violation of any confidentiality
agreement by which it is bound but, at the request of the Bank, shall use its
reasonable best efforts to obtain a waiver of such agreement to permit
furnishing of such information under this provision.

     

    7.13  SEC
Filings.  Promptly after the same are available, furnish or
make available copies of all current reports on Form 8-K, quarterly reports on
Form 10-Q, annual reports on Form 10-K (or similar corresponding reports) and
registration statements or statements which the Borrower or any Subsidiary may
be required to file with the Securities and Exchange Commission (excluding
registration statements filed pursuant to employee stock option or benefit
plans); provided that any
reports required to be furnished pursuant to this Section 7.13 shall be
deemed to have been furnished on the date on which the Borrower posts such
report on its website on the Internet at www.brinkscompany.com (or a successor
website) or when such report is posted on the SEC’s website on the Internet at
www.sec.gov and, in each case, such report is readily accessible to the Bank on
such date; provided that the Borrower shall give notice of any such posting to
the Bank; provided, further, that the
Borrower shall deliver paper copies of any such report to the Bank if the Bank
requests the Borrower to deliver such paper copies until notice to cease
delivering such paper copies is given by the Bank.

     

    7.14  Change in Debt
Rating.  Within three (3) Business Days after any Responsible
Officer receives notice of any change in the Applicable LT Rating, furnish
written notice of such change and the new Applicable LT Rating to the
Bank.

     

    


    
      
        
           


        

        
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    7.15  Notice of Environmental
Matters.  Furnish, and cause each Restricted Subsidiary to
furnish, to the Bank, as soon as reasonably practicable after receipt by the
Borrower or any Restricted Subsidiary, a copy of any written notice or claim
alleging that the Borrower or any Restricted Subsidiary is liable to any Person
as a result of the presence or release of any Hazardous Material where, if such
allegation were determined to be true, it would have a Material Adverse
Effect.

     

    7.16  Notice of Litigation and
Other Matters.  Promptly (but in no event later than three (3)
Business Days after a Responsible Officer obtains knowledge thereof) the
Borrower shall furnish telephonic (confirmed in writing to the Bank) or written
notice to the Bank of:

     

    (a)  the
commencement of all proceedings by or before any Governmental Authority and all
actions and proceedings in any court or before any arbitrator against any of the
Credit Parties or any Restricted Subsidiary thereof or any of their respective
properties, assets or businesses (i) which in the reasonable judgment of the
Borrower would have a Material Adverse Effect, (ii) with respect to any material
Debt of the Credit Parties or any of their Restricted Subsidiaries or (iii) with
respect to any Loan Document;

     

    (b)  any
written notice of any alleged violation received by any of the Credit Parties or
any Restricted Subsidiary thereof from any Governmental Authority including,
without limitation, any notice of alleged violation of Environmental Laws, that
in the reasonable judgment of the Borrower in any such case would have a
Material Adverse Effect; and

     

    (c)  (i)
any unfavorable determination letter from the Internal Revenue Service regarding
the qualification of a Pension Plan under Section 401(a) of the Code (along with
a copy thereof) which would have a Material Adverse Effect, (ii) all notices
received by any of the Credit Parties or any ERISA Affiliate of the PBGC’s
intent to terminate any Pension Plan or to have a trustee appointed to
administer any Pension Plan, (iii) all notices received by any of the Credit
Parties or any ERISA Affiliate from any Multiemployer Plan sponsor concerning
the imposition or amount of withdrawal liability pursuant to Section 4202 of
ERISA which would have a Material Adverse Effect, (iv) any Responsible Officer
of the Credit Parties obtaining knowledge or reason to know that the Credit
Parties or any ERISA Affiliate has filed or intends to file a notice of intent
to terminate any Pension Plan under a distress termination within the meaning of
Section 4041(c) of ERISA, (v) the occurrence of a Reportable Event, (vi) a
failure to make any required contribution to a Pension Plan which would have a
Material Adverse Effect, and (vii) the creation of any lien in favor of the PBGC
or a Pension Plan which would have a Material Adverse Effect.

     

    


    
      
        
           


        

        
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    ARTICLE
VIII

     

    NEGATIVE
COVENANTS

     

    Until all
of the Obligations have been paid and satisfied in full, all Letters of Credit
have expired or been terminated and the Commitment has expired or been
terminated unless consent has been obtained in the manner provided for in Section 11.01, the
Borrower will not:

     

    8.01  Financial
Covenants.

     

    (a)  Maximum Leverage
Ratio.  Permit the Leverage Ratio as of the end of each fiscal
quarter to be greater than 60%.

     

    (b)  Minimum Interest Coverage
Ratio.  Permit the Interest Coverage Ratio as of the end of
each fiscal quarter to be less than 3.00 to 1.00.

     

    8.02  Limitations on
Liens.  Create, incur, assume or suffer to exist, or permit any
Restricted Subsidiary to create, incur, assume or suffer to exist, any Lien on,
or with respect to, any of their assets or properties (including without
limitation shares of capital stock or other ownership interests), real or
personal, whether now owned or hereafter acquired, except:

     

    (a)  Liens
existing on the Effective Date and set forth on Schedule 8.02;

     

    (b)  Liens
for taxes, assessments and other governmental charges or levies not yet due or
as to which the period of grace, if any, related thereto has not expired or
which are being contested in good faith and by appropriate proceedings if
adequate reserves are maintained to the extent required by GAAP;

     

    (c)  The
claims of materialmen, mechanics, carriers, warehousemen, processors or
landlords for labor, materials, supplies or rentals incurred in the ordinary
course of business, (i) which are not overdue for a period of more than thirty
(30) days or (ii) which are being contested in good faith and by appropriate
proceedings if adequate reserves are maintained to the extent required by
GAAP;

     

    (d)  Liens
consisting of deposits or pledges made in the ordinary course of business (i) in
connection with, or to secure payment of, obligations under workers’
compensation, unemployment insurance or similar legislation or obligations under
customer service contracts, or (ii) to secure (or to obtain letters of credit
that secure) the performance of tenders, statutory obligations, surety bonds,
appeal bonds, bids, leases (other than Capital Leases), performance bonds,
purchase, construction or sales contracts and other similar obligations, in each
case not incurred or made in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of
property;

     

    (e)  Liens
constituting encumbrances in the nature of zoning restrictions, easements and
rights or restrictions of record on the use of real property, which in the
aggregate are not substantial in amount and which do not, in any case, detract
from the

     

    


    
      
        
           


        

        
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    value of
any material parcel of real property or impair the use thereof in the ordinary
conduct of business;

     

    (f)  Liens
in favor of the Bank for the benefit of the Bank;

     

    (g)  Liens
on the property or assets of any Restricted Subsidiary existing at the time such
Restricted Subsidiary becomes a Subsidiary of the Borrower and not incurred in
contemplation thereof, as long as the outstanding principal amount of the Debt
secured thereby is not voluntarily increased by such Restricted Subsidiary after
the date such Restricted Subsidiary becomes a Subsidiary of the
Borrower;

     

    (h)  Liens
on the property or assets of the Credit Parties or any Restricted Subsidiary
securing Debt which is incurred to finance the acquisition, construction or
improvement on such property or assets, provided that (i)
each such Lien shall be created simultaneously with, or within twelve months
after, the acquisition (or the completion of the construction or improvement) of
the related property or assets; (ii) each such Lien does not at any time
encumber any property other than the related property or assets financed by such
Debt; (iii) the principal amount of Debt secured by each such Lien is not
increased; and (iv) the principal amount of Debt secured by each such Lien shall
at no time exceed 100% of the original purchase price of such related property
or assets at the time acquired and the costs of any such construction or
improvements on such property or assets, as applicable;

     

    (i)  Liens
consisting of judgment or judicial attachment Liens, provided that (i) the
claims giving rise to such Liens are being diligently contested in good faith by
appropriate proceedings, (ii) adequate reserves for the obligations secured by
such Liens have been established and (iii) enforcement of such Liens has been
stayed;

     

    (j)  Liens
created or deemed to exist in connection with any asset securitization program
(including any related filings of any financing statements), but only to the
extent that such Liens attach to the assets actually sold, contributed, financed
or otherwise conveyed or pledged in connection with such securitization
program;

     

    (k)  Liens
on property or assets of the Borrower or any Restricted Subsidiary securing
indebtedness owing to the Borrower or any other Credit Party;

     

    (l)  Liens
on coal reserves leased by the Borrower or by any Restricted Subsidiary as
lessee, securing Debt to the lessors thereof, arising out of such
leases;

     

    (m)  Liens
on any Margin Stock purchased or carried by the Borrower or any of its
Subsidiaries;

     

    (n)  The
extension, renewal or replacement of any Lien permitted by clauses (a), (g), or
(h), but only if the principal amount of Debt secured by the Lien immediately
prior thereto is not increased and the Lien is not extended to other property;
and

     

    


    
      
        
           


        

        
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    (o)  In
addition to any Lien permitted by clauses (a) through (m), immediately after
giving effect to any concurrent repayment of secured Debt, Liens securing Debt
of the Borrower or any Restricted Subsidiary so long as the sum of (A) the
aggregate principal amount of all such secured Debt plus (B) the aggregate
amount of Consolidated Lease Rentals (excluding Consolidated Lease Rentals under
Leases in effect as of December 31, 2007 (and any renewal, extension or
replacement thereof) and Leases with respect to property not owned by the
Borrower on such date), discounted to present value at ten percent (10%),
compounded annually, arising out of all Sale and Leaseback Transactions to which
the Borrower or any of its Restricted Subsidiaries is then a party (including
Sale and Leaseback Transactions, if any, entered into pursuant to Section 8.09), does
not exceed 15% of Consolidated Net Worth; provided that the
sale or transfer of (i) coal, oil, gas or other minerals in place for a period
of time until, or in an amount such that, the transferee will realize therefrom
a specified amount of money (however determined) or a specified amount of such
coal or other minerals or (ii) any other interest in property of the character
commonly referred to as a “production payment” shall not be deemed to constitute
Debt secured by a Lien.

     

    8.03  Disposition of Debt and
Shares of Restricted Subsidiaries; Issuance of Shares by Restricted
Subsidiaries; Consolidation, Merger or Disposition of
Assets.

     

    (a)  Sell
or otherwise dispose of, or permit any Restricted Subsidiary to sell or
otherwise dispose of, any capital stock or any Debt of any Restricted
Subsidiary, (b) in the case of any Restricted Subsidiary, issue, sell or
otherwise dispose of any of such Restricted Subsidiary’s capital stock (other
than directors’ qualifying shares, to satisfy preemptive rights or in connection
with a split or combination of shares or a dividend in shares) except to the
Borrower or another Restricted Subsidiary, (c) liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or permit any Restricted
Subsidiary to liquidate, wind-up or dissolve itself (or suffer any liquidation
or dissolution), or (d) directly or indirectly, or permit any Restricted
Subsidiary to directly or indirectly, consolidate with or merge with or into or
sell, lease or otherwise dispose of all or substantially all of its assets to
any Person, unless, after giving effect thereto, all of the following conditions
shall be met:

     

    (i)  the
Leverage Ratio shall not be greater than 0.60 to 1.00 and the Interest Coverage
Ratio shall not be less than 3.00 to 1.00;

     

    (ii)  in
the case of a merger or consolidation, (A) if the Borrower is a party thereto,
the Borrower shall be the surviving corporation, (B) if the Borrower is not a
party thereto and another Credit Party is a party thereto, such Credit Party
shall be the surviving corporation and (C) if no Credit Party is a party
thereto, a Restricted Subsidiary shall be the surviving
corporation;

     

    (iii)  in
the case of a liquidation, winding-up or dissolution, the Restricted Subsidiary
may liquidate, wind up or dissolve itself into the Borrower or a Restricted
Subsidiary; and

     

    


    
      
        
           


        

        
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    (b)  no
Default or Event of Default has occurred and is continuing.

     

    


     

    Provided
that the conditions of this Section 8.03 are
satisfied, none of the foregoing provisions shall be deemed to prohibit the
Borrower or any of its Restricted Subsidiaries from selling, transferring,
assigning or otherwise disposing of Margin Stock for fair market value or
selling, contributing, financing or otherwise conveying or pledging assets in
connection with any asset securitization program permitted by Section
8.02(j).

     

    8.04  Transactions with
Affiliates.  Except as permitted in Section 8.10(j),
engage, or permit any Restricted Subsidiary to engage, directly or indirectly,
in any material transaction with an Affiliate (other than the Borrower) on terms
more favorable to the Affiliate than would have been obtainable in arm’s-length
dealing.

     

    8.05  Compliance with Regulations
T, U and X.  In the case of the Borrower and any Subsidiary of
the Borrower, purchase or carry any Margin Stock or incur, create or assume any
obligation for borrowed money or other liability or make any investment, capital
contribution, loan, advance or extension of credit or sell or otherwise dispose
of any assets or pay any dividend or make any other distribution to its
shareholders or take or permit to be taken any other action or permit to occur
or exist any event or condition if such action, event or condition would result
in this Agreement or the other transactions contemplated hereby violating
Regulation T, U or X.

     

    8.06  Hedging
Agreements.  Enter into or permit to exist, or permit any
Restricted Subsidiary to enter into or permit to exist, Hedging Agreements for
the purpose of speculation and not for the purpose of hedging risks associated
with the businesses of the Borrower and its Restricted
Subsidiaries.

     

    8.07  ERISA.  (a)
Terminate, or permit any of its ERISA Affiliates to terminate, any Pension Plan
under circumstances which would reasonably result in a material liability of the
Borrower or any ERISA Affiliate to the PBGC, or permit to exist the occurrence
of any Reportable Event or any other event or condition which presents a
material risk of such a termination by the PBGC; (b) engage, or permit any of
its Subsidiaries or any Pension Plan to engage, in a “prohibited transaction”
(within the meaning of Section 406 of ERISA or Section 4975 of the Code) that
would reasonably result in material liability of the Borrower or any of its
Restricted Subsidiaries; (c) fail, or permit any of its Restricted Subsidiaries
to fail, to make any contribution to a Multiemployer Plan which is required by
ERISA or an applicable collective bargaining agreement in an amount which is
material (except to the extent there is a good faith dispute as to whether any
contribution is owed, the amount owed or the existence of facts that would give
rise to a withdrawal); (d) completely or partially withdraw, or permit any of
its ERISA Affiliates to completely or partially withdraw, from a Multiemployer
Plan, if such complete or partial withdrawal will result in any material
withdrawal liability under Title IV of ERISA; or (e) enter into any new Pension
Plan or modify any existing Pension Plan so as to increase its obligations
thereunder which could result in any material additional liability to the
Borrower or any ERISA Affiliate.  For purposes of this Section 8.07,
an amount is material if it

     

    


    
      
        
           


        

        
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    would
have a Material Adverse Effect after aggregation with all other liabilities
described in this Section 8.07.

     

    8.08  Limitations on
Acquisitions.  Acquire, or permit any Restricted Subsidiary to
acquire, all or any portion of the capital stock or other ownership interest in
any Person which is not then a Restricted Subsidiary or any assets collectively
constituting a business unit of a Person which is not then a Restricted
Subsidiary, unless:

     

    (a)   the
aggregate consideration paid by the acquirer in such transaction does not exceed
20% of Consolidated Total Assets as of the end of the Fiscal Year most recently
ended; or

     

    (b)  in
the event that the aggregate consideration to be paid by the acquirer in such
transaction exceeds 20% of Consolidated Total Assets as of the end of the Fiscal
Year most recently ended, (i) the Borrower shall have notified the Bank at least
five (5) Business Days prior to the consummation thereof that such an
acquisition is pending (furnishing with such information reasonably acceptable
to the Bank demonstrating pro forma compliance with the financial covenants set
forth in Section
8.01), and (ii) after giving effect to such acquisition on a pro forma
basis, no Default or Event of Default would exist under Section
8.01.  Any notice delivered to the Bank pursuant to this Section 8.08 shall be
kept confidential by the Bank in accordance with Section 11.08
below.

     

    8.09  Sale Leaseback
Transactions.  Sell or transfer, or permit any Restricted
Subsidiaries to sell or transfer, any material property or assets owned by the
Borrower or any Restricted Subsidiary on the Effective Date to any Person (other
than the Borrower) with the intention of taking back a lease of such property or
assets or any similar property or assets, if the sum of (A) the amount of
Consolidated Lease Rentals, discounted to present value at 10%, compounded
annually, which would arise out of such proposed Sale and Leaseback Transaction,
plus (B) the aggregate amount of Consolidated Lease Rentals (excluding
Consolidated Lease Rentals under Leases in effect as of December 31, 2007 (and
any renewal, extension or replacement thereof) and Leases with respect to
property not owned by the Borrower on such date), discounted to present value at
ten percent (10%), compounded annually, arising out of all other Sale and
Leaseback Transactions to which the Borrower or any of its Restricted
Subsidiaries is then a party, plus (C) the aggregate principal amount of all
Debt of the Borrower or any Restricted Subsidiary secured by Liens incurred in
reliance on Section
8.02(o), would exceed 15% of Consolidated Net Worth.

     

    8.10  Limitations on
Investments.  Make or permit to exist, or permit any Restricted
Subsidiary to make or permit to exist, any Investment, other than Investments
which are:

     

    (a)  cash
and Cash Equivalents;

     

    (b)  current
assets generated in the ordinary course of business;

     

    (c)  accounts
receivable created, acquired or made in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms;

     

    


    
      
        
           


        

        
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    (d)  Investments
consisting of capital stock, obligations, securities or other property received
in settlement of accounts receivable (created in the ordinary course of
business) from bankrupt obligors;

     

    (e)  advances
to employees for moving and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business;

     

    (f)  advances
or loans to directors, officers and employees that do not exceed $25,000,000 in
the aggregate at any one time outstanding;

     

    (g)  advances
or loans to customers and suppliers in the ordinary course of business in an
aggregate amount consistent with the past practice of the Person making such
advance or loan;

     

    (h)  loans
to shareholders intended to constitute dividends on, or payment on account of,
any capital stock;

     

    (i)  Investments
or Support Obligations by the Borrower and its Restricted Subsidiaries existing
on the Effective Date;

     

    (j)  Investments
by the Borrower or its Restricted Subsidiaries in the Borrower or any other
Subsidiary (provided that such Investment would not otherwise constitute a
breach of Section 8.08);

     

    (k)  Support
Obligations of the Borrower or its Restricted Subsidiaries for the benefit of
the Borrower or any other Subsidiary;

     

    (l)  acquisitions
permitted by Section 8.08 and Investments consisting of capital stock,
obligations, securities or other property received in connection with any
merger, sale or other combination permitted by Section 8.03;

     

    (m)  Investments
in connection with the management of Pension Plans and other benefit plans of
the Borrower and its Subsidiaries (including without limitation The Pittston
Company Employee Welfare Benefit Trust);

     

    (n)  Hedging
Agreements permitted by Section 8.06;

     

    (o)  advances
or loans to any Person with respect to the deferred purchase price of property,
services or other assets in dispositions permitted by Section 8.03;
and

     

    (p)  Investments
of a nature not contemplated in the foregoing subsections in an amount not to
exceed 15% of Consolidated Net Worth.

     

    ARTICLE
IX

     

    GUARANTY

     

    


    
      
        
           


        

        
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    9.01  Guaranty of
Payment.  Each Guarantor hereby unconditionally and irrevocably
guarantees to the Bank the prompt payment in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) of all
Obligations.  Any such payment shall be made at such place and in the
same currency as such relevant Obligation is payable.

     

    9.02  Obligations
Unconditional.  The obligations of the Guarantors hereunder are
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of this Agreement, or any other agreement or
instrument referred to herein, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or
guarantor.  Each Guarantor agrees that this guaranty may be enforced
by the Bank without the necessity at any time of resorting to or exhausting any
security or collateral and without the necessity at any time of having recourse
to this Agreement or any other Loan Document or any collateral, if any,
hereafter securing the Obligations or otherwise and each Guarantor hereby waives
the right to require the Bank to proceed against any other Guarantor or any
other Person (including a co-guarantor) or to require the Bank to pursue any
other remedy or enforce any other right.  Each Guarantor further
agrees that it shall have no right of subrogation, indemnity, reimbursement or
contribution against any other Guarantor (or any other guarantor of the
Obligations) for amounts paid under this guaranty until such time as the Bank
has been paid in full, all commitments under this Agreement have been terminated
and no Person or Governmental Authority shall have any right to request any
return or reimbursement of funds from the Bank in connection with monies
received under this Agreement.  Each Guarantor further agrees that
nothing contained herein shall prevent the Bank from suing in any jurisdiction
on this Agreement or any other Loan Document or foreclosing its security
interest in or Lien on any collateral, if any, securing the Obligations or from
exercising any other rights available to it under this Agreement or any
instrument of security, if any, and the exercise of any of the aforesaid rights
and the completion of any foreclosure proceedings shall not constitute a
discharge of any Guarantor's obligations hereunder; it being the purpose and
intent of each Guarantor that its obligations hereunder shall be absolute,
independent and unconditional under any and all
circumstances.  Neither a Guarantor's obligations under this guaranty
nor any remedy for the enforcement thereof shall be impaired, modified, changed
or released in any manner whatsoever (i) by an impairment, modification, change,
release or limitation of the liability of any other Guarantor, (ii) by reason of
the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the
application of the laws of any foreign jurisdiction or (iv) by reason of the
location of such other Guarantor in any foreign jurisdiction.  Each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance of by the
Bank upon this guaranty or acceptance of this guaranty.  The
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this guaranty.  All dealings between the Borrower and the
Guarantors, on the one hand, and the Bank, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon this
guaranty.

     

    9.03  Modifications.  Each
Guarantor agrees that (a) all or any part of the security which hereafter may be
held for the Obligations, if any, may be exchanged, compromised or surrendered
from time to time; (b) the Bank shall not have any obligation to protect,
perfect,

     

    


    
      
        
           


        

        
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    secure or
insure any such security interests or Liens which hereafter may be held, if any,
for the Obligations or the properties subject thereto; (c) the time or place of
payment of the Obligations may be changed or extended, in whole or in part, to a
time certain or otherwise, and may be renewed or accelerated, in whole or in
part; (d) the Borrower and any other party liable for payment under this
Agreement may be granted indulgences generally; (e) any of the provisions of
this Agreement or any other Loan Document may be modified, amended or waived;
(f) any party (including any co-guarantor) liable for the payment thereof may be
granted indulgences or be released; and (g) any deposit balance for the credit
of the Borrower or any other party liable for the payment of the Obligations or
liable upon any security therefor may be released, in whole or in part, at,
before or after the stated, extended or accelerated maturity of the Obligations,
all without notice to or further assent by such Guarantor, which shall remain
bound thereon, notwithstanding any such exchange, compromise, surrender,
extension, renewal, acceleration, modification, indulgence or
release.

     

    9.04  Waiver of
Rights.  Each Guarantor expressly waives to the fullest extent
permitted by applicable law: (a) notice of acceptance of this guaranty by the
Bank and of all Letters of Credit issued by the Bank; (b) presentment and demand
for payment or performance of any of the Obligations; (c) protest and notice of
dishonor or of default (except as specifically required in this Agreement) with
respect to the Obligations or with respect to any security therefor; (d) notice
of the Bank obtaining, amending, substituting for, releasing, waiving or
modifying any Lien, if any, hereafter securing the Obligations, or the Bank’s
subordinating, compromising, discharging or releasing such Liens, if any; (e)
all other notices to which the Borrower might otherwise be entitled in
connection with the guaranty evidenced by this Article IX; and (f) demand for
payment under this guaranty.

     

    9.05  Reinstatement.  The
obligations of each Guarantor under this Article IX shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Obligations is rescinded or must be otherwise
restored by any holder of any of the Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and each Guarantor
agrees that it will indemnify the Bank on demand for all reasonable costs and
expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by the Bank in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

     

    9.06  Remedies.  Each
Guarantor agrees that, as between such Guarantor, on the one hand, and the Bank,
on the other hand, the Obligations may be declared to be forthwith due and
payable as provided in Section 10.02 (and
shall be deemed to have become automatically due and payable in the
circumstances provided in Section 10.02)
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Obligations from becoming automatically due and
payable) as against any other Person and that, in the event of such declaration
(or such Obligations being deemed to have become automatically due and payable),
such Obligations (whether or not due and payable by any other Person) shall
forthwith become due and payable by such Guarantor.

     

    


    
      
        
           


        

        
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    9.07  Limitation of
Guaranty.  Notwithstanding any provision to the contrary
contained herein, to the extent the obligations of any Guarantor shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
Applicable Law (whether federal or state and including, without limitation, the
Federal Bankruptcy Code.

     

    9.08  Termination of Guaranty Upon
Divestiture.  The obligations of any Guarantor under this
Article IX shall automatically terminate as to such Guarantor upon any
consolidation, merger, sale or other disposition made in accordance with Section 8.03 as a
result of which such Guarantor is no longer a Subsidiary of the Borrower
immediately after the consummation of such transaction, provided that any
outstanding amounts then due and payable by such Guarantor under this Article IX
shall have been paid in full.

     

    9.09  Guaranty of
Payment.  This guaranty is a guaranty of payment and not solely
of collection, is a continuing guaranty and, subject to Sections 9.01 and
9.07 above,
shall apply to all Obligations whenever arising.

     

    ARTICLE
X

     

    EVENTS OF
DEFAULT

     

    10.01  Event of
Default.  Any of the following shall constitute an “Event of
Default”:

     

    (a)  Non-Payment.  The
Borrower fails to pay (i) when and as required to be paid herein, any amount of
principal of any Reimbursement Obligation, or (ii) within three (3) Business
Days after the same shall become due, any interest, fee or any other amount
payable hereunder or pursuant to any other Loan Document to which the Borrower
is a party;

     

    (b)  Breach of Representation or
Warranty.  Any representation or warranty by the Borrower or
any Guarantor made or deemed made herein or in any other Loan Document, or which
is contained in any certificate, document or financial or other statement by the
Borrower or any Guarantor, or any Responsible Officer, furnished at any time
under this Agreement, or in or under any other Loan Document, shall prove to
have been incorrect in any material respect on or as of the date made or deemed
made;

     

    (c)  Other
Defaults.  The Borrower or any Guarantor fails to perform or
observe any other term or covenant contained in this Agreement or any other Loan
Document, and such default shall continue unremedied for a period of 30 days
after the earlier of (i) the date upon which a Responsible Officer gives written
notice of such failure to the Bank or (ii) the date upon which written notice
thereof is given to the Borrower by the Bank;

     

    (d)  Insolvency; Voluntary
Proceedings.  Any Guarantor or the Borrower (i) ceases or fails
to be solvent, or generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace periods, if any,
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    stated
maturity or otherwise; (ii) voluntarily ceases operations as a going concern;
(iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes
any action to effectuate or authorize any of the foregoing;

     

    (e)  Involuntary
Proceedings.  (i) Any involuntary Insolvency Proceeding is
commenced or filed against any Guarantor or the Borrower, or any writ, judgment,
warrant of attachment, execution or similar process, is issued or levied against
a substantial part of the property of any Guarantor, the Borrower or any of
their respective Subsidiaries, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (ii) any Guarantor, the Borrower or any of their
respective Subsidiaries admits the material allegations of a petition against it
in any Insolvency Proceeding, or an order for relief (or similar order under the
laws of any jurisdiction other than the United States or a political subdivision
thereof) is ordered in any Insolvency Proceeding; or (iii) any Guarantor, the
Borrower or any of their respective Subsidiaries acquiesces in the appointment
of a receiver, trustee, custodian, conservator, liquidator, mortgagee in
possession (or agent therefor), or other similar Person for itself or a
substantial portion of its property or business;

     

    (f)  Monetary
Judgments.  One or more final (non-interlocutory) and
nonappealable judgments, orders or decrees shall be entered against the
Borrower, any Guarantor or any of their respective Subsidiaries involving in the
aggregate a liability (not fully covered by insurance) as to any single or
related series of transactions, incidents or conditions that have a reasonable
likelihood of having a Material Adverse Effect (which, solely for the purposes
hereof, shall be deemed to mean at least $25,000,000) and the same shall remain
undischarged, unvacated and unstayed pending appeal for a period of 30 days
after the entry thereof;

     

    (g)  Guarantor
Defaults.  Any Guarantor shall fail in any material respect to
perform or observe any term, covenant or agreement herein; or the obligations of
any Guarantor under Article IX shall for any reason be partially (including with
respect to future advances) or wholly revoked or invalidated, or otherwise cease
to be in full force and effect, or any Guarantor or any other Person shall
contest in any manner the validity or enforceability thereof or deny that it has
any further liability or obligation under such Article;

     

    (h)  Cross-Acceleration.  There
shall be any default under any agreement or instrument evidencing or securing
Debt of the Borrower or any Guarantor, if the effect of such default is to
permit the holder or holders of such Debt (or a trustee on its or their behalf)
to cause, and such holder or holders (or trustee) do cause, such Debt to become
due prior to its stated maturity, and the aggregate amount of such Debt so
accelerated equals or exceeds  $25,000,000 (or the equivalent
thereof);

     

    (i)  Payment
Cross-Defaults.  The Borrower or any Guarantor shall default in
the payment when due, after giving effect to any grace period permitted from
time to time, of

     

    


    
      
        
           


        

        
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    any Debt
and the aggregate amount of such Debt is at least $25,000,000 (or the equivalent
thereof); or

     

    (j)  Cross Default to Subsidiary
Obligations.  Any Subsidiary shall default in any payment
obligation to the Bank or any branch or Affiliate thereof and any such default
shall continue beyond any period of grace applicable thereto and the aggregate
of all such defaulted payment obligations shall be equal to or greater than
$5,000,000, or any such Subsidiary shall be in material breach of any agreement
between any such Subsidiary and the Bank or any branch or Affiliate thereof;
and, in either event, either such condition shall continue to exist 30 days
after written notice thereof is given by the Bank to the Borrower.

     

    10.02  Remedies.  If
any Event of Default occurs and is then continuing, the Bank may:

     

    (a)  declare
the Commitment to be terminated, whereupon the Commitment shall forthwith be
terminated;

     

    (b)  declare
the unpaid principal amount of all outstanding Reimbursement Obligations, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable;
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

     

    (c)  exercise
all rights and remedies available to it under the Loan Documents or applicable
law; and

     

    (d)  require
the Borrower to pay to the Bank in immediately available funds, in Dollars, an
amount equal to the maximum amount then available to be drawn under all Letters
of Credit then outstanding, for deposit in a cash collateral account maintained
by the Bank, as security for the Letters of Credit then
outstanding;

     

    provided, however, that upon
the occurrence of any event specified in Section 10.01(d) or Section
10.01(e) (in the case of Section 10.01(e)(i),
upon the expiration of the 60-day period mentioned therein), the Commitment
shall automatically terminate and the unpaid principal amount of all outstanding
Reimbursement Obligations and all fees, interest and other amounts as aforesaid
shall automatically become due and payable without further act of the
Bank.

     

    10.03  Rights Not
Exclusive.  The rights provided for in this Agreement and the
other Loan Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter
arising.

     

    ARTICLE
XI

     

    MISCELLANEOUS

     

    11.01  Amendments and
Waivers.  No amendment or waiver of any provision of this
Agreement or any other Loan Document to which the Borrower or any Guarantor is
party, and

     

    


    
      
        
           


        

        
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    no
consent with respect to any departure by the Borrower or any Guarantor
therefrom, shall be effective unless the same shall be in writing and signed by
the Bank, the Borrower and the Guarantors, and then such waiver shall be
effective only in the specific instance and for the specific purpose for which
given.

     

    11.02  Notices.

     

    (a)  All
notices, requests and other communications provided for hereunder shall be in
writing (including, unless the context expressly otherwise provides fax) and
mailed, sent by overnight delivery service or faxed, or by electronic mail to
the extent permitted by Section 11.02(d), to
the address or number specified for notices to the applicable party set forth on
Schedule 11.02;
or to such other address as shall be designated by such party in a written
notice to the other parties.

     

    (b)  All
such notices, requests and other communications shall, when transmitted by
overnight delivery service or fax, be effective the day after delivered to the
overnight delivery service, when transmitted by fax with machine transmittal
confirmation or, if transmitted by mail, upon delivery, except that notices
pursuant to Article
II or Article
III shall not be effective until actually received by the
Bank.

     

    (c)  The
Borrower acknowledges and agrees that the Bank’s agreement to receive notices,
requests and other communications by fax is solely for the convenience and at
the request of the Borrower.  The Bank shall be entitled to rely on
the authority of any Person purporting to be a Person authorized by the Borrower
to give such communications and the Bank shall not have any liability to the
Borrower or other Person on account of any action taken or not taken by the Bank
in reliance upon such fax communication.  The obligation of the
Borrower to repay the Obligations shall not be affected in any way or to any
extent by any failure by the Bank to receive written confirmation of any fax
communication or by the receipt by the Bank of a confirmation which is at
variance with the terms understood by the Bank to be contained in the fax
communication.

     

    (d)  (i)  Notices
and other communications to the Issuing Bank hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Issuing Bank, provided that the
foregoing shall not apply to notices to the Issuing Bank pursuant to Articles II or III
hereof if the Issuing Bank has notified the Bank and the Borrower that it is
incapable of receiving notices under such Articles by electronic
communication.  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 and acceptable to the Bank and the Issuing
Bank, provided
that approval of such procedures may be limited to particular notices or
communications.

     

    (ii)           Unless
the Bank otherwise prescribes, (x) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return
receipt

     

    


    
      
        
           


        

        
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    requested”
function, as available, return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and
(y) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (x) of notification
that such notice or communication is available and identifying the website
address therefor.

     

    11.03  No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of the Bank, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof;  nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.

     

    11.04  Costs and
Expenses.  The Borrower shall, whether or not the transactions
contemplated hereby shall be consummated:

     

    (a)  pay
or reimburse the Bank within five (5) Business Days after demand (or on the
Effective Date to the extent provided in Section 5.01(d)) for
all reasonable out-of-pocket costs and expenses incurred by the Bank in
connection with the development, preparation, delivery, administration and
execution of, and any amendment, supplement, waiver or modification to, this
Agreement, any other Loan Document and any other documents prepared in
connection herewith or therewith, and the consummation of the transactions
contemplated hereby and thereby, including reasonable counsel fees, incurred by
the Bank with respect thereto; and

     

    (b)  pay
or reimburse the Bank within five (5) Business Days after demand for all
reasonable out-of-pocket costs and expenses incurred by it in connection with
the enforcement, attempted enforcement, or preservation of any rights or
remedies (including in connection with any “workout” or restructuring regarding
the Obligations) under this Agreement or any other Loan Document, including
reasonable counsel fees (including the allocated cost of staff counsel) incurred
by the Bank.

     

    11.05  Indemnities.  Whether
or not the transactions contemplated hereby shall be consummated:

     

    (a)  The
Borrower shall pay, indemnify, and hold the Bank, the Issuing Bank and their
Affiliates and each of their officers, directors, employees, counsel, agents,
attorneys, advisors and other authorized representatives (each, an “Indemnified Person”)
harmless from and against any and all claims, liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, charges, expenses and
disbursements (including reasonable counsel fees, including the allocated cost
of staff counsel) of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement and any other Loan Document, and the transactions contemplated hereby
and thereby, and with respect to any investigation, litigation or

     

    


    
      
        
           


        

        
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    proceeding
related to this Agreement or the Letters of Credit, or the use of the proceeds
thereof, whether or not any Indemnified Person is a party thereto (all the
foregoing, collectively, the “Indemnified
Liabilities”); provided, the
Borrower shall not have any obligation hereunder to any Indemnified Person with
respect to any Indemnified Liability to the extent that such Indemnified
Liability is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Indemnified Person.

     

    (b)  The
obligations in this Section 11.05 shall
survive payment of all other Obligations.  At the election of the
Borrower, the Borrower shall defend such Indemnified Person using legal counsel
satisfactory to such Indemnified Person in such Person’s sole discretion, at the
sole cost and expense of the Borrower, provided that no
conflict between the interests of the Bank and the Borrower exists with respect
to the Indemnified Liabilities, and provided, further that the
Borrower may not settle any Indemnified Liability without the consent of such
Indemnified Person (which consent shall not be unreasonably withheld or delayed;
Borrower agrees that such Indemnified Person may withhold such consent if such
settlement (i) does not include an unconditional release of such Indemnified
Person from all liability or claims that are the subject of such Indemnified
Liability, and (ii) includes any statement as to any admission).  All
amounts owing under this Section 11.05 shall
be paid within 30 days after demand.

     

    (c)  If
any sum due from a Credit Party under this Agreement or another Loan Document or
under any order or judgment given or made in relation hereto or thereto has to
be converted from the currency (the “first currency”) in which the same is
payable hereunder or thereunder or under such order or judgment into another
currency (the “second currency”) for the purpose of (i) making or filing a claim
or proof against such Credit Party with any Governmental Authority or in any
court or tribunal or (ii) enforcing any order or judgment given or made in
relation hereto, the Borrower shall indemnify and hold harmless each of the
Persons to whom such sum is due from and against any loss actually suffered as a
result of any discrepancy between (a) the rate of exchange used to convert the
amount in question from the first currency into the second currency and (b) the
rate or rates of exchange at which such Person, acting in good faith in a
commercially reasonable manner, purchased the first currency with the second
currency after receipt of a sum paid to it in the second currency in
satisfaction, in whole or in part, of any such order, judgment, claim or
proof.  The foregoing indemnity shall constitute a separate obligation
of each Credit Party distinct from its other obligations hereunder and shall
survive the giving or making of any judgment or order in relation to all or any
of such other obligations.

     

    11.06  Successors and
Assigns.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that neither the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of the Bank and any assignment by the Bank must be in
compliance with Section
11.07.

     

    


    
      
        
           


        

        
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    11.07  Assignments.  The
Bank may at any time assign and delegate all, or any ratable part of all, of the
Letters of Credit, the Commitment and the other rights and obligations of the
Bank hereunder to one or more of the following Persons (each a “Permitted Assignee”):  (i)
one or more of its Affiliates, including without limitation, any Subsidiary of
The Royal Bank of Scotland which succeeds to the business of the Bank, without
restriction, and (ii) any Financial Institution, provided that (A) unless an
Event of Default has occurred and is continuing, such Financial Institution
shall be reasonably acceptable to the Borrower (such acceptance not to be
unreasonably delayed), and (B) unless an Event of Default has occurred and is
continuing for at least thirty (30) days thereafter, no Financial Institution
shall be a Person commonly known as a vulture or distressed debt purchaser;
provided, however, that the
Borrower may continue to deal solely and directly with the Bank in connection
with the interest so assigned to a Permitted Assignee until written notice of
such assignment, together with payment instructions, addresses and related
information with respect to the Permitted Assignee, shall have been given to the
Borrower by the Bank and the Permitted Assignee.  Nothing herein shall
restrict or require the consent of any Person to the pledge by the Bank of all
or any portion of its rights and interests hereunder or any Loan Document to any
Federal Reserve Bank, and such Federal Reserve Bank may enforce such pledge in
any manner permitted by applicable law.

     

    11.08  Confidentiality.  The
Bank agrees to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all non-public information provided to it by any
Guarantor, the Borrower or any of their respective Subsidiaries, in connection
with this Agreement or any other Loan Document, and neither it nor any of its
Affiliates shall use any such information for any purpose or in any manner other
than pursuant to the terms contemplated by this Agreement, except to the extent
such information (i) was or becomes generally available to the public other than
as a result of a disclosure by the Bank, or (ii) was or becomes available on a
non-confidential basis from a source other than a Guarantor or the Borrower,
provided that
such source is not bound by a confidentiality agreement with such Guarantor or
the Borrower to the knowledge of the Bank; provided further,
however that
the Bank may disclose such information (A) at the request or pursuant to any
requirement of any Governmental Authority to which the Bank is subject or in
connection with an examination of the Bank by any such authority; (B) pursuant
to subpoena or other court process; (C) when required to do so in accordance
with the provisions of any applicable Requirement of Law; and (D) to the Bank’s
independent auditors and other professional advisors.  Notwithstanding
the foregoing, the Borrower and the Guarantors  authorize the Bank to
disclose to any Permitted Assignee, and to any prospective Assignee, such
financial and other information in the Bank’s possession concerning the
Guarantors, the Borrower or their respective Subsidiaries which has been
delivered to the Bank pursuant to this Agreement or which has been delivered to
the Bank by a Guarantor, the Borrower, or any of their respective Subsidiaries
in connection with the Bank’s credit evaluation of the Guarantors and the
Borrower prior to entering into, or upon review or renewal of, this Agreement;
provided that,
unless otherwise agreed by the Guarantors and the Borrower, such Permitted
Assignee or prospective Permitted Assignee agrees in writing to the Bank to keep
such information confidential to the same extent required of the Bank
hereunder.

     

    11.09  Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement in any
number of separate counterparts, each of which, when so executed,
shall

     

    


    
      
        
           


        

        
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    be deemed
an original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

     

    11.10  Severability.  The
illegality or unenforceability of any provision of this Agreement or any
instrument or agreement required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Agreement or
any instrument or agreement required hereunder.

     

    11.11  Governing Law and
Jurisdiction.

     

    (a)  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).

     

    (b)  ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
IN PERSONAM
JURISDICTION OF THOSE COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY
DOCUMENT RELATED HERETO.  EACH OF THE PARTIES HERETO WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY NEW YORK LAW OR BY REGISTERED OR CERTIFIED MAIL TO SUCH
PARTY’S ADDRESS FOR NOTICES PURSUANT TO SECTION
11.02.

     

    11.12  Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO WAIVES ITS RIGHTS TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF THE
PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY ARE WAIVED
BY OPERATION OF THIS SECTION 11.12 AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
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    AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     

    11.13  Entire
Agreement.  This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Borrower,
the Guarantors and the Bank, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, oral or written, relating to the
subject matter hereof and thereof, except that (i) the SELOC Facility shall
continue in effect pursuant to its terms until August 18, 2008,
and  (ii) that certain Fee Letter dated May 27, 2008 shall not be
affected in any way by this Agreement.

     

    11.14  USA Patriot
Act.  The Bank hereby notifies the Borrower that pursuant to
the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)), 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 the Bank to identify the Borrower in accordance with said
Act.

     

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, the parties hereto have caused this Letter of Credit Agreement
to be duly executed and delivered in New York by their proper and duly
authorized officers as of the day and year first above written.

     

     

     

    BORROWER

     

    THE
BRINK’S COMPANY,

    a
Virginia corporation

     

    By:   /s/ Jonathan A.
Leon

          Jonathan A. Leon,
Treasurer

     

     

    GUARANTORS:

     

    BRINK’S,
INCORPORATED

    a
Delaware corporation

     

    By:   /s/ Jonathan A.
Leon 

          Jonathan A. Leon,
Treasurer

     

     

    PITTSTON
SERVICES GROUP, INC.

    a
Virginia corporation


    By:   /s/ Jonathan A.
Leon 

          Jonathan A. Leon,
Treasurer

     

    


    BRINK’S
HOLDING COMPANY

    a
Delaware corporation


    By:   /s/ Jonathan A.
Leon 

          Jonathan A. Leon,
Treasurer

     

    


     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    BRINK’S
HOME SECURITY, INC.

    a
Delaware corporation

     

    


    By:   /s/ Frank T.
Lennon 

             Frank T. Lennon, Vice
President

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    BANK

     

    ABN AMRO
BANK N.V.

     

    By:  /s/ Donald
Sutton

        Name: 
Donald Sutton

           Title:   
Managing Director

     

    By:  /s/ David
Carroll

        Name: 
David Carroll

      Title:   
Director