135,000,000 LETTER OF CREDIT AGREEMENT

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

“ 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:

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.

“ 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).

“ 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.

“ 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

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

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.

“ 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.

“ 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.

“ 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

(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.

“ 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.

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.

“ 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) .

(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.

(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

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.

(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.

(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.

(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

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.

(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.

(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

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

(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.

(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

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.

(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 restrai