SEPARATION AND DISTRIBUTION AGREEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEPARATION AND DISTRIBUTION AGREEMENT

By and Between

THE BRINK’S COMPANY

and

BRINK’S HOME SECURITY HOLDINGS, INC.

Dated as of October 31, 2008

TABLE OF CONTENTS

Page

ARTICLE I

Definitions

ARTICLE II

The Separation

SECTION 2.01.	Transfer of Assets and Assumption of Liabilities	8
SECTION 2.02.	Termination of Agreements	8
SECTION 2.03.	Disclaimer of Representations and Warranties	9
SECTION 2.04.	Release of Obligations Under Existing Credit Facility	9
SECTION 2.05.	Replacement of Credit Support	10
SECTION 2.06.	Replacement of Cash Concentration Account	10

ARTICLE III

Actions Pending the Distribution

SECTION 3.01.	Actions Prior to the Distribution	10
SECTION 3.02.	Conditions Precedent to Consummation of the Distribution	11

ARTICLE IV

The Distribution

SECTION 4.01.	The Distribution	12
SECTION 4.02.	Sole Discretion of Brink’s	13

ARTICLE V

Mutual Releases; Indemnification

SECTION 5.01.	Release of Pre-Closing Claims	13
SECTION 5.02.	Indemnification by BHS	15
SECTION 5.03.	Indemnification by Brink’s	16
SECTION 5.04.	Indemnification of Third Party Claims	16
SECTION 5.05.	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	16
SECTION 5.06.	Procedures for Indemnification of Third Party Claims	17
SECTION 5.07.	Additional Matters	18
SECTION 5.08.	Remedies Cumulative	19
SECTION 5.09.	Survival of Indemnities	19
SECTION 5.10.	Limitation on Liability	19

ARTICLE VI

Insurance Matters

SECTION 6.01.

Insurance Matters

19

ARTICLE VII

Exchange of Information; Confidentiality

SECTION 7.01.	Agreement for Exchange of Information; Archives	21
SECTION 7.02.	Ownership of Information	22
SECTION 7.03.	Compensation for Providing Information	22
SECTION 7.04.	Limitations on Liability	23
SECTION 7.05.	Other Agreements Providing for Exchange of Information	23
SECTION 7.06.	Production of Witnesses; Records; Cooperation	23
SECTION 7.07.	Confidentiality	24
SECTION 7.08.	Protective Arrangements	24

ARTICLE VIII

Dispute Resolution

SECTION 8.01.	Disputes	25
SECTION 8.02.	Escalation; Mediation	25
SECTION 8.03.	Court Actions	26

ARTICLE IX

Further Assurances and Additional Covenants

SECTION 9.01.

Further Assurances

26

ARTICLE X

Termination

SECTION 10.01.	Termination	27
SECTION 10.02.	Effect of Termination	27

ARTICLE XI

Miscellaneous

SECTION 11.01.	Counterparts; Entire Agreement; Corporate Power	27
SECTION 11.02.	Governing Law	28
SECTION 11.03.	Assignability	28
SECTION 11.04.	Third Party Beneficiaries	28
SECTION 11.05.	Notices	29
SECTION 11.06.	Severability	29
SECTION 11.07.	Force Majeure	29

SECTION 11.08.	Publicity	30
SECTION 11.09.	Expenses	30
SECTION 11.10.	Headings	30
SECTION 11.11.	Survival of Covenants	30
SECTION 11.12.	Waivers of Default	30
SECTION 11.13.	Specific Performance	30
SECTION 11.14.	Amendments	30
SECTION 11.15.	Interpretation	31
SECTION 11.16.	Jurisdiction; Service of Process	31
SECTION 11.17.	Currency	31
SECTION 11.18.	Late Payments	31

 

Schedule I

 

 

 

SEPARATION AND DISTRIBUTION AGREEMENT

R E C I T A L S

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

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

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

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

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

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Commission ” means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Insurance Proceeds ” means those monies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

The Separation

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

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

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

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

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

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

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

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

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

ARTICLE III

Actions Pending the Distribution

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h)  The Internal Transactions shall have been completed.

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

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

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

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

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

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

ARTICLE IV

The Distribution

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

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

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

ARTICLE V

Mutual Releases; Indemnification

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

(b)  Except as provided in Section 5.01(c), effective as of the Distribution Date, Brink’s does hereby, for itself and each other member of the Brink’s Group, their respective Affiliates (other than any member of the BHS Group), successors and assigns,