CREDIT AGREEMENT

" 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 Credit Agreement, as it may be amended, 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 Parent's senior, unsecured, long-term, non-credit-enhanced debt for borrowed money (or of the unsecured long-term debt of any other Person, the rating of which by Moody's and S&P is based upon a senior unsecured, non-credit-enhanced guarantee by the Parent).

" Applicable Percentage " means, for purposes of calculating (a) the interest rate available to the LIBOR Rate Loans; (b) the interest rate applicable to Base Rate Loans; (c) the facility fee; and (d) letter of credit fees, 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 an 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 rate 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 Loans and Letters of Credit as well as any new Loans or Letters of Credit made or issued thereafter.

" Approved Currencies " means Dollars and other currencies as are available to a Borrower for Loans and Letters of Credit or a Covered Subsidiary for credit extensions by a branch or Affiliate of the Bank and which are freely transferable and convertible into Dollars.

" Assignee " has the meaning assigned thereto in Section 11.07.

" 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.

" Base Rate Loan " means a Loan that bears interest based on the Base Rate.

" 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 except in the case of LIBOR Rate Loans, "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, Chicago and London, England 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.

" Capital Lease Obligation " means the amount of liability that is capitalized in respect of any Capital Lease in accordance with GAAP.

" Code " means the Internal Revenue Code of 1986, as amended.

" Commercial Letter of Credit " means a documentary letter of credit which is drawable upon presentation of documents evidencing the sale or shipment of goods

purchased by a Borrower or any Covered Subsidiary in the ordinary course of its business.

" Commitment " means the commitment of the Bank under this Agreement to make Advances under the Facility in an aggregate principal amount not to exceed $55,000,000, 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 (including any reduction in shareholders' equity in connection with a reduction in the value of a prepaid Pension Plan or Foreign Pension Plan) and (iii) any non-cash loss in connection with the disposition of any assets, provided further , that the items referred to in clauses (i), (ii) and (iii), 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 Parent 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.

" Contaminant " shall mean any waste, 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.

" Covered Subsidiaries " means the Subsidiaries of BAX and Brink's listed on Schedule B-1 of this Agreement, together with any other Subsidiaries of BAX and Brink's that are designated as such from time to time after the Effective Date with the prior written consent of the Bank in accordance with Section 2.01(b)(ii).

" Credit Parties " means the Borrowers 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 extend 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 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 Parent 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 8.01 .

" 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 Letters of Credit " has the meaning assigned thereto in Section 3.01(a) .

" Fiscal Year " means the fiscal year of the Parent ending on December 31 in any year.

" Foreign Pension Plan " means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Parent or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

" GAAP " means generally accepted accounting principles 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(a).

" 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.

" 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 Guarantor 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.

" Interest Payment Date " means (i) the Termination Date , (ii) with respect to LIBOR Rate Loans, the last day of the Interest Period applicable to each such Loan, and, if any such Interest Period exceeds three months, interest shall also be paid on the date which falls three months after the beginning of such Interest Period, and (iii) with respect to Base Rate Loans, the last Business Day of each calendar quarter.

" Interest Period " means, with respect to any LIBOR Rate Loan, the period commencing on the Business Day such Loan is disbursed, continued or converted to a Base Rate Loan, and in each case ending on the date one, two, three or six months thereafter, as selected by the relevant Borrower in its notice of borrowing or notice of conversion or continuation, provided that:

(i)  if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would  be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)  no Interest Period for any Loan  shall extend beyond the Termination Date.

" Interest Period " has the meaning assigned thereto in Section 4.1.2.

" JPM Credit Agreement " means that certain $400,000,000 Credit Agreement, dated as of October 15, 2004, among the Parent, certain of its subsidiaries, the lenders party thereto, the Documentation Agent and the Syndication Agents referred to therein and JPMorganChase Bank, as Administrative Agent, as it may be amended, supplemented or otherwise modified or replaced from time to time hereafter.

" 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.

" 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 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 Bank at which it shall make, issue and maintain Base Rate Loans, Letters of Credit or LIBOR Rate Loans for the various Borrowers.  The Bank may have different Lending Offices for extensions of credit of different types (including Loans that bear interest according to different formulas) and/or for different Borrowers and may change such Lending Office or Lending Office 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 Section 3.03 and may be a Financial Letter of Credit or a Performance Letter of Credit.

" 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 Parent, 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 Parent 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 15 to the Parent's

consolidated financial statements at and for the period ended December 31, 2004, included in the Parent's 2004 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.

" LIBOR Rate " means, for each Interest Period in respect of any LIBOR Rate Loan:

(a)  the rate per annum (carried out to the fifth decimal place) equal to the rate determined by the relevant Lending Office to be the offered rate that appears on the page of the Telerate Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3750) for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(b)  in the event the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the Bank to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(c)  in the event the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Bank as the rate of interest at which dollar deposits (for delivery on the first day of such Interest Period) in same day funds in the approximate amount of the applicable LIBOR Rate Loan and with a term equivalent to such Interest Period would be offered by the Bank's London Branch to major banks in the offshore dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

" LIBOR Rate Loan " means a Loan that bears interest based on the LIBOR Rate.

" 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 " means an advance of funds by a Lending Office to a Borrower pursuant to Section 2.03 , and may be a Base Rate Loan or a LIBOR Rate Loan.

" Loan Documents " means this Agreement and all documents delivered to the Bank or any other Lending Office in connection herewith, including without limitation, the Notes, any L/C Related Documents, any other documentation executed at the request of any Lending Office and any documentation executed by any Covered Subsidiary with or for the benefit of the Bank or any branch or Affiliate of the Bank in connection with any extensions of credit made pursuant to allocations of the Commitment contemplated by Section 2.01(b).

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

" Material Adverse Effect " means a material adverse effect on the financial condition or results of operations of the Parent 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 Parent 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.

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

" Moody's Rating " means the rating ascribed by Moody's Investors Service, Inc. to the Guarantor's unsecured, non credit-enhanced long-term debt for borrowed money (whether senior or subordinated).

" Note " means any promissory note executed by a Borrower in favor of the Bank or any other Lending Office pursuant to Section 2.01(e) .

" Obligations " means all Loans, Letter of Credit Obligations and other indebtedness, advances, Debts, liabilities, obligations, covenants and duties owing by a Borrower or Covered Subsidiary to the Bank, any Lending Office or any other Person required to be paid or indemnified by that Borrower or Covered 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, 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 any Borrower or Covered 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 Letter of Credit " means a letter of credit listed on Schedule B-2.

" 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 Parent or any of its ERISA Affiliates.

" Performance Letters of Credit " has the meaning assigned thereto in Section 3.01(a).

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

" Plan " shall mean a pension plan within the meaning of Section 3 (2) of ERISA subject to Title IV of ERISA which any Borrower or any ERISA Affiliate maintains or to which any Borrower or any ERISA Affiliate contributes other than a Multiemployer Plan.

" 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 relevant Borrower or by the Guarantors.

" Reportable Event " shall have the meaning attributed thereto in Section 4043 of ERISA but shall not include any event for which the 30-30 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 Parent, or any other officer having substantially the same authority and responsibility.

" Restricted Subsidiary " means:

(i)           any Subsidiary of the Parent at the date of this Agreement other than a Subsidiary designated as an Unrestricted Subsidiary in Schedule A-3

(ii)           any Material Domestic Subsidiary of the Parent;

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

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

(v)           any Person that becomes a Subsidiary of the Parent 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 the Parent 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 Parent shall be in compliance with Section 9.2 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.

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

" S&P Rating " means the rating ascribed by Standard & Poor's Corporation to the Guarantor's unsecured, non credit-enhanced long-term debt for borrowed money (whether senior or subordinated).

" 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 Parent.

" 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 .

" United States " and " U.S. " each means the United States of America.

" Unrestricted Subsidiary " means any Subsidiary other than a Restricted Subsidiary.

" Utilization " means, at any time, a fraction (expressed as a percentage) the numerator of which is the sum of (i) the aggregate amount of Letter of Credit Obligations in respect of all Letters of Credit at such time plus (ii) the aggregate principal amount of all Loans outstanding at such time plus (iii) the aggregate amount of the Commitment allocated to Covered Subsidiaries at such time, and the denominator of which is the Commitment amount at such time

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

(a)   Facility Advances .  The Facility may be drawn upon by the Borrowers for Loans or Letters of Credit (collectively, " Advances ") from the Effective Date until the Termination Date in an aggregate principal amount not to exceed $55,000,000 (subject to reduction pursuant to Section 2.05(a) ) at any time outstanding.

(b)   Facility Allocations

(i)           The initial allocations of the Commitment among the Covered Subsidiaries on Schedule B-1 attached hereto in the amounts set forth thereon.  The allocation of a portion of the Commitment to a Covered Subsidiary shall not affect the availability to the Borrowers of any unused and unallocated portion of the Commitment.

(ii)           As of the Effective Date, those Subsidiaries of BAX and Brink's listed on Schedule B-1 have been designated by the Parent and accepted by the Bank as Covered Subsidiaries with such allocations of the unused Commitment as are specified on such Schedule B-1.  At any time and from time to time after the Effective Date, the Parent, may by written notice to the Bank request that any other Subsidiary of BAX or

Brink's (other than Pittston Minerals Group, Inc., Pittston Coal Company and any of their respective Subsidiaries) be designated as a Covered Subsidiary and/or that the allocation of the Commitment among the Borrowers and the Covered Subsidiaries be modified.  Any such request shall state the name and address of, as applicable, the Covered Subsidiary or the Subsidiary of BAX or Brink's proposed to be designated as an additional Covered Subsidiary and the country in which a credit extension is contemplated.  The Bank, after consultation with the relevant branch or Affiliate, shall notify the Parent as soon as reasonably practicable whether it accepts such additional designation and/or re-allocation and shall advise the Parent in writing of the acceptance of such designation and/or such re-allocation.  Any Subsidiary of BAX or Brink's so accepted by the Bank as an additional Covered Subsidiary in accordance with the immediately preceding sentence shall be deemed to be a Covered Subsidiary for all purposes under this Agreement, including Schedule B-1 effective on the date of such acceptance.  Upon request of the Parent at any time and from time to time, the Bank shall furnish revised versions of Schedule A-1, Schedule A-2 and Schedule B-1, as amended or supplemented, listing all Covered Subsidiaries and specifying the allocated portion of the unused Commitment applicable to such Covered Subsidiaries.  The Bank shall not be obligated in any way to accept any such additional designation of a Covered Subsidiary or any such re-allocation.  The determination by the Bank of the Dollar Equivalent with respect to any credit extensions in a currency other than US Dollars shall be conclusive and binding upon the Parent; the Bank may readjust the Dollar Equivalent periodically as provided in Section 2.04 (b) and Section 2.06(b)(provided it agrees not to make any such readjustment unless the Dollar Equivalent of Loans, Letter of Credit Obligations and allocations exceeds the Commitment by 3% or more and the Bank agrees to give the Parent prompt written notice of any such readjustment).  The Bank's relevant branch or Affiliate and the relevant Covered Subsidiary shall be free to structure each individual credit transaction in accordance with all relevant law, local custom and practice, including pricing and collateral, provided the guaranties of the relevant Guarantors under Article IX shall apply to all such extensions of credit.  Any portions of the Commitment allocated as hereinabove provided shall be unavailable for use by any of the Borrowers and for further allocation until such time as the Bank notifies the Parent of reinstated availability.  The Bank shall be entitled to demand cash collateral from the relevant Guarantors with respect to the principal of any obligations of any Covered Subsidiaries (but not with respect to interest, fees and the like with respect to any such obligations) incurred in respect to credit extensions contemplated by this Agreement which the Bank reasonably determines may be outstanding beyond the Termination Date or outstanding after any such Covered Subsidiary ceases to qualify as a Subsidiary (in the latter case, the providing of cash collateral shall not be required until 30 days after the Bank so requests). Cash collateral shall be by means of a deposit of immediately available funds in an amount equal to the aggregate principal amount of any such obligations in a non-interest bearing account with the Bank. Any failure to provide cash collateral in accordance with this Section 2.01(b)(ii) shall, upon written notice from the Bank to the Parent, be an  Event of Default hereunder.

(c)   Documentation for Loans .  Each Loan may be evidenced by (a) one or more master promissory notes in form and substance acceptable to the relevant Lending Office or (b) by loan accounts maintained by such Lending Office. The records attached as grids to the promissory notes and the loan account and account records shall be conclusive evidence, absent manifest error, of the amount of the Loans and the interest and payments thereon.  Any failure to record or any error in doing so shall not, however, increase, limit or otherwise affect the obligation hereunder of any Borrower to pay any amount owing with respect to the Loans.

2.03   Conversion and Continuation Elections with Respect to Outstanding Loans .

(a)  Any Borrower may upon irrevocable written notice to the applicable Lending Office in accordance with Section 2.03(b) :

(i)  elect to convert, on any Business Day, any Base Rate Loan made to such Borrower into a LIBOR Rate Loan; or

(ii)  elect to convert, on the last day of any Interest Period therefor, any LIBOR Rate Loan made to such Borrower into a Base Rate Loan; or

(iii)  elect, on the last day of the Interest Period with respect to any LIBOR Rate Loan made to such Person, to continue such Loan as a LIBOR Rate Loan denominated in the same currency for an additional Interest Period.

(b)  Any Borrower wishing to convert or continue a Loan as described in Section 2.03(a) shall deliver by fax, a notice of conversion or continuation (which notice must be received by the applicable Lending Office not later than 11:00 a.m. (local time), unless otherwise agreed by such Lending Office) (i) on the date of conversion of a LIBOR Rate Loan into a Base Rate Loan, (ii) four Business Days prior to the date of conversion of a LIBOR Rate Loan; and (iii) four Business Days prior to the date of continuation of a LIBOR Rate Loan, specifying:

(A)  the proposed date of conversion or continuation;

(B)  the aggregate amount of Loans to be converted or continued;

(C)  the nature of the proposed conversion or continuation; and

(D)  the duration of any requested Interest Period.  If the notice of conversion or continuation shall fail to specify the duration of the Interest Period for any LIBOR Rate Loan, such Interest Period shall be one month.

(c)  During the existence of  a Default or Event of Default, the Bank may demand that any or all of the then-outstanding LIBOR Rate Loans be converted upon their expiration into Base Rate Loans.  Such conversion shall continue to be in effect so long as such Default or Event of Default continues to exist.

2.04   Termination or Reduction of the Commitment .

(a)  The Parent may, upon not less than three Business Days' prior notice to the Bank (i) terminate the Commitment upon full prepayment of all outstanding Advances and upon the termination of all allocations theretofore accepted by the Bank or the providing of cash collateral in all respects satisfactory to the Bank in order to fully collateralize the obligations of the Guarantors under Article IX or (ii) permanently reduce the Commitment to an amount not less than the Dollar Equivalent of the principal amount of all Advances outstanding on the reduction date and all allocations of Commitment not theretofore terminated.  If the Commitment is terminated in its entirety under this Section 2.04(a) , all accrued and unpaid facility 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.

(b)  For the purpose of ensuring compliance with the maximum amount available under the Commitment, the Bank shall on each date of a voluntary reduction of the Commitment under Section 2.04(a) and on the last Business Day of each calendar quarter, determine the Dollar Equivalent of the principal amount of all existing allocations and then-outstanding Advances.

(a)  Each Borrower shall repay on the Termination Date the principal amount of the Loans made to it.

(b)  In the event that the Bank determines, based on its computation made in accordance with Section 2.04(b) or at any other time that the Dollar Equivalent of the then-outstanding Loans, Letter of Credit Obligations and allocations exceeds the Commitment, the Bank shall give notice to the Parent of such fact and of the amount of such excess (provided that the Bank agrees that no such notice shall be given unless the Dollar Equivalent of the Loans, Letter of Credit Obligations and allocations exceeds the Commitment by 3% or more).  Within 30 days after the date on which the Parent receives such notice, the Borrower shall prepay Loans or collateralize the Letter of Credit Obligations or allocations with cash (as set forth below), in the aggregate amount of such excess.  Any such prepayment of LIBOR Rate Loans shall be made together with interest on the principal amount thereof and any amount required to be paid in connection therewith pursuant to Section 4.04 .  Any prepayments pursuant to this Section 2.06(b) shall be applied, first, to any Base Rate Loans then outstanding, second , to LIBOR Rate Loans having Interest Periods ending on the date of such prepayment, and third , to the extent that the amounts referred to in clauses "first" and "second" are not sufficient to satisfy the entire prepayment requirement under this Section 2.06(b) or there are no such Loans outstanding on the date such prepayment would be required, then the remaining amount that would be required to be prepaid under this Section 2.06(b) shall be deposited in a cash collateral account maintained by the Bank, to be held as security for the Obligations hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Bank and the Borrowers, and to be applied to the prepayment of LIBOR Rate Loans at the end of the respective Interest Periods therefor and to the payment of Reimbursement Obligations as the same become due.

2.07   Interest .

(a)  Subject to Sections 2.07(c) and (e) , each Loan made by the Bank shall bear interest on the outstanding principal amount thereof from the date when made until it becomes due at a rate per annum equal to the LIBOR Rate plus the Applicable Percentage for the LIBOR Rate Loans or the Base Rate Loans per annum.

(b)  Interest on each Loan shall be payable in arrears on each Interest Payment Date.  Interest shall also be payable on the date of any prepayment of LIBOR Rate Loans pursuant to Section 2.05 for the portion of such Loans so prepaid and upon payment (including prepayment) in full of LIBOR Rate Loans; provided , however , that interest payable pursuant to Section 2.07(c) shall be payable on demand.

(c)  While there shall be any default hereunder in the payment of principal, interest, fees or any other amount owing hereunder or after acceleration, each Borrower shall pay interest (after as well as before entry of judgment thereon to the extent

permitted by law) on the principal amount of all Obligations of such Person that are due and unpaid, at a rate per annum determined by adding 2% per annum to the interest rate then in effect for the applicable type of Loan and in the case of Obligations other than Loans, at a rate per annum equal to the Base Rate   plus 2%; provided , however , that, on and after the expiration of any Interest Period applicable to any LIBOR Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Loan shall, during the continuation of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate   plus 2%.

(d)  Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the relevant Lending Office would be contrary to the provisions of any applicable law limiting the highest rate of interest which may be lawfully contracted for, charged or received by the relevant Lending Office, and in such event the Borrowers shall pay the relevant Lending Office interest at the highest rate permitted by applicable law.

(e)  In the case of all Loans, on each day that Utilization is greater than 50%, the otherwise applicable interest rate shall be increased by the Applicable Percentage for utilization fee.

2.08   Fees .

(a)   Facility Fee .  The Parent shall pay to the Bank a facility fee in Dollars computed at a rate per annum equal to the Applicable Percentage on the average amount of the Commitment (whether used or unused, allocated or unallocated), computed on a quarterly basis in arrears on the last day of each calendar quarter.  Such facility fees shall accrue from the Effective Date to the Termination Date and shall be due and payable quarterly in arrears on the fifth Business Day following receipt of an invoice from the Bank, with the final payment to be made on the Termination Date.  The facility fee shall accrue at all times after the Effective Date, including at any time during which one or more conditions in Article V are not met.

(b)   Letter of Credit Fees .

(i)  Subject to Section 2.08(e) , each Borrower shall pay to the Bank a letter of credit fee equal to (A) in the case of a Performance Letter of Credit issued by the Bank for the account of such Borrower, an amount equal to the Applicable Percentage per annum on the amount from time to time available to be drawn under such Performance Letter of Credit, and (B) in the case of a Financial Letter of Credit issued by the Bank for the account of such Borrower, equal to the Applicable Percentage per annum on the amount from time to time available to be drawn under such Financial Letter of Credit.  Such fee shall accrue on such amount 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 Performance Letters of Credit or Financial 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 Bank hereunder, each 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.

(c)   Arrangement Fee .  The Borrowers shall pay to the Bank an arrangement fee in the amount of $100,000 on the Effective Date.

(d)   Administrative Fee. In the event the Bank permits Obligations of any of the Guarantors to be cash collateralized as contemplated in Section 2.01(b) or to permit any Letter of Credit to expire after the Termination Date as contemplated in Section 3.02(b), the Bank may in its discretion notify the Parent in writing that it elects to collect an administrative fee of up to $5000 for each such collateralized Obligation and each extension of a Letter of Credit beyond the Termination Date. All such administrative fees shall be payable upon demand and prior to the Bank's acceptance of cash collateral or any such extension.

(e)   Utilization Fee . In the case of all Letters of Credit, on each day that Utilization is greater than 50%, the otherwise applicable fee payable under Section 2.08(b)(i) shall be increased by the Applicable Percentage for utilization fee.

2.09   Computation of Fees and Interest .

(a)  All computations of interest payable in respect of Base Rate Loans at all times as the Base Rate is determined by the Bank's "reference" or "prime" rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest under this Agreement shall be made on the basis of a 360-day year and actual days elapsed.  Interest and fees shall accrue during each period during which interest or such fees 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 Borrowers in the absence of manifest error.

2.10   Payments by the Borrowers .

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

otherwise expressly provided herein, be made to the relevant Lending Office, in the currency in which the relevant type of Obligation was denominated 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 interest or fee 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 interest or fees, as the case may be, subject to the provisions set forth in the definition of "Interest Period" herein.

3.01   The Letters of Credit Commitment .

(a)  Letters of Credit denominated in Dollars or any other Approved Currency may be issued under the Commitment for the following purposes: (i) " Financial Letters of Credit " may be issued to any Person other than an Affiliate to secure the payment by any Person of its financial obligations, or to provide counter or "back-up" guarantees in support of bank guarantees, Letters of Credit or other credit facilities afforded to a Borrower, or to support local currency borrowings outside the United States, and (ii) " Performance Letters of Credit " may be issued to secure the performance by any Person of its obligations, or to guaranty or otherwise secure any Person's obligations relating to a bid, advance payment or security deposit, retention release, custom and duty deferment guaranty or bond, warranty or performance bond or other guaranty and shall include Commercial Letters of Credit.

(b)  The Letter of Credit Obligations set forth on Schedule B-2 hereto are outstanding under the 2002 Facility. All such Letter of Credit Obligations shall be deemed outstanding hereunder upon the Effective Date. With respect to any such Letter of Credit Obligations that are not Letter of Credit Obligations of a Borrower hereunder, they shall, upon the effectiveness of this Agreement, become joint and several obligations of BAX or Brink's, as the case may be, upon the terms and conditions hereof and as particularly set forth on Schedule B-2; provided that (i) BAX shall only be jointly and severally liable for such Letter of Credit Obligations owing by the Covered Subsidiaries of BAX set opposite its name on Schedule B-2, (ii) Brink's shall only be jointly and severally liable for such Letter of Credit Obligations owing by the Covered Subsidiaries of Brink's set opposite its name on Schedule B-2, (iii) Brink's shall not be jointly and severally liable for such Letter of Credit Obligations owing by any Covered Subsidiary of BAX set opposite BAX's name on Schedule B-2 and (iv) BAX shall not be jointly and severally liable for such Letter of Credit Obligations owing by any Covered Subsidiary of Brink's set opposite Brink's name on Schedule B-2 and (v) notwithstanding the preceding

clauses (i) through (iv),  (a) if any Covered Subsidiary of Brink's becomes a Subsidiary of BAX, BAX shall become, and Brink’s shall cease to be, jointly and severally liable for such Letter of Credit Obligations owing by such Covered Subsidiary and (b) if any Covered Subsidiary of BAX becomes a Subsidiary of Brink’s, Brink’s shall become, and BAX shall cease to be, jointly and severally liable for such Letter of Credit Obligations owing by such Covered Subsidiary.

3.02   Terms of the Letters of Credit .

(a)  Performance Letters of Credit issued after the Effective Date shall not have a term exceeding one year.

(b)  No Letter of Credit may expire (including all rights of renewal) later than the Termination Date,   provided , however , that the Bank in its discretion may elect to,  issue Letters of Credit that expire after the Termination Date, upon terms and conditions acceptable to the Bank, including without limitation, cash collateral provisions, it being understood and agreed that this Agreement shall remain in full force and effect with respect to all such Letters of Credit until they have expired and all related Letter of Credit Obligations have been paid in full.  Without limiting the generality of the foregoing, the applicable Borrower will cash collateralize each Letter of Credit that remains outstanding and undrawn as of the Termination Date by deposit of immediately available funds in an amount equal to the undrawn amount of such Letter of Credit in a non-interest-bearing account maintained with the Bank; provided, however, that subject to the proviso in Section 8.02, the obligation to so cash collateralize any Letter of Credit having a stated expiry date occurring after the Termination Date shall arise only upon the Bank's request to the applicable Borrower.  If any Letter of Credit that is to be cash collateralized is denominated in an Approved Currency other than Dollars, the amount so deposited shall, if requested by the Bank, be the Dollar Equivalent of the undrawn amount of such Letter of Credit as of the Termination Date.  The Bank may, at any time and from time to time after the initial deposit of cash collateral, require that additional cash collateral be provided in order to protect against the results of exchange rate fluctuations.

3.03   Procedure for Issuance of the Letters of Credit .

(a)  Each Letter of Credit to be issued after the Effective Date shall be issued upon the request of a Borrower received by the 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 shall be made in writing by fax and confirmed by delivery of the original executed letter of credit application and Agreement, in the 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 Letter of Credit is to be a Financial Letter of Credit or a Performance Letter of Credit.

(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.  Each written request for an amendment to a previously-issued Letter of Credit made by fax shall be in the form of the relevant L/C Application signed by the relevant Borrower and, unless otherwise agreed by the  Lending Office which issued the Letter of Credit in accordance with the provisions of Section 3.02(b) , shall not request an extension beyond the relevant Termination Date described in said Section.  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 any 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 any 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 Bank, any Lending Office