Sample Business Contracts

Parent Company Guaranty Agreement - Brink's Co. and Wachovia Bank NA

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                               THE BRINK'S COMPANY


                 WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

                                September 1, 2003


                      Coal Terminal Revenue Refunding Bonds
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003






     THIS PARENT COMPANY GUARANTY  AGREEMENT,  dated as of September 1, 2003, is
entered  into by THE  BRINK'S  COMPANY,  a  Virginia  corporation  (the  "Parent
Company"),   to  WACHOVIA  BANK,  NATIONAL   ASSOCIATION,   a  national  banking
association with a corporate trust office in Richmond, Virginia (the "Trustee").

     The Peninsula  Ports  Authority of Virginia  (the  "Issuer") has issued its
Coal Terminal Revenue  Refunding Bonds (Dominion  Terminal  Associates  Project)
Series 1992 in the aggregate  principal amount of $43,160,000 (the "1992 Bonds")
for the purpose of refunding  revenue bonds  previously  issued by the Issuer to
finance the cost of the acquisition and  construction of certain port facilities
located in the City of Newport News,  Virginia,  to be used in the transshipment
of coal (the "Project") by Dominion Terminal Associates ("DTA").

     The Issuer now intends to issue its Coal Terminal  Revenue  Refunding Bonds
(Dominion  Terminal  Associates  Project -  Brink's  Issue)  Series  2003 in the
aggregate  principal  amount of  $43,160,000  (the "2003 Bonds")  pursuant to an
Indenture of Trust, dated as of September 1, 2003 (the "Indenture"), between the
Issuer and the Trustee.  The proceeds of the 2003 Bonds are to be used to redeem
the 1992 Bonds.

     In  connection  with  issuance of the 2003  Bonds,  DTA and the Issuer have
entered  into a Loan  Agreement,  dated  as of  September  1,  2003  (the  "Loan
Agreement"),  pursuant  to which DTA has agreed to make  payments  to the Issuer
sufficient to permit the Issuer to pay the principal  of,  premium,  if any, and
interest on the 2003 Bonds. DTA, the Partners and Pittston Terminal have entered
into  a  Sixth  Amendment  to  Amended  and  Restated  Throughput  and  Handling
Agreement, dated as of August 15, 2003, to provide sufficient revenues to DTA to
permit it to perform  its  obligation  under the Loan  Agreement.  Pursuant to a
Throughput Assignment,  dated as of September 1, 2003 (the "Assignment"),  among
DTA, the Trustee and Pittston Terminal, DTA has assigned to the Trustee payments
to be made by Pittston  Terminal  with  respect to the 2003 Bonds under  Section
3.2(a)(ix) of the Throughput Agreement.

     Pittston  Terminal  is a wholly  owned  indirect  subsidiary  of the Parent
Company and the Parent  Company  will  receive  direct  financial  benefits as a
result of the  issuance  of the 2003 Bonds by the  Issuer.  The  Parent  Company
desires  that the Issuer  issue the 2003 Bonds and is willing to enter into this
Agreement  in order to induce the Issuer to issue and sell the 2003 Bonds and as
an  inducement to the purchase of the 2003 Bonds by all who may become owners of

     Accordingly, the parties agree as follows:

          1. Definitions.  Unless otherwise defined,  the capitalized terms used
in this Agreement have the meanings set forth in the Indenture.

          2.  Guaranty  of  Obligations.   The  Parent  Company  unconditionally
guarantees  to the Issuer and to the Trustee for the benefit of the holders from
time to time of the 2003  Bonds the  full and  punctual  payment when due of the
principal  and  purchase  price of and premium, if any, and interest on the 2003


Bonds (all such  amounts  being  called  the  "Obligations"),  and agrees to pay
any  and  all expenses incurred by the  Trustee or the  Issuer in  enforcing any
rights under this Agreement.

     This guaranty is a primary and original  obligation  of the Parent  Company
and is an  absolute,  unconditional,  continuing  and  irrevocable  guaranty  of
payment and not of collectibility or performance and is in no way conditioned or
contingent  upon any attempt to collect  from any person or to realize  upon any
property  held as security or from any other source.  If any of the  Obligations
are not paid when and as they become due and  payable,  the Parent  Company will
forthwith pay such  Obligations,  in immediately  available funds, in accordance
with the terms of the 2003 Bonds  directly to the  Trustee.  The Parent  Company
waives  diligence,  presentment,  demand,  notice or protest  of any kind.  Each
default in payment of any of the Obligations  will give rise to a separate cause
of action under this  Agreement and separate  suits may be brought as each cause
of action arises.

          3. Character of Obligations. The right of the Trustee to  enforce  the
obligations  of the Parent  Company  under this  Agreement  by any  proceedings,
whether by action at law, suit in equity or  otherwise,  will not be impaired by
any  right,  claim or  defense  against  any  person or entity of any  character
whatsoever (other than indefeasible  payment of the amount claimed),  including,
without  limitation,  any right,  claim or defense  of  rescission,  recoupment,
reduction, limitation,  termination, setoff, counterclaim,  waiver, frustration,
surrender,  alteration or  compromise.  Without  limiting the  generality of the
foregoing,  the  obligations of the Parent Company under this Agreement will not
be discharged,  released or impaired or otherwise  affected by: (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from  the  2003  Bonds,  the  Indenture,  the  Loan  Agreement,  the  Throughput
Agreement,  the Assignment  (collectively,  the "Operative  Documents"),  or any
assignment,  transfer or other disposition of any of them; (ii) any inability or
failure on the part of  Pittston  Terminal,  DTA or the Issuer to perform  their
obligations under or comply with the terms of the Operative Documents; (iii) any
waiver, consent,  extension,  indulgence or other action or inaction (including,
without limitation,  any lack of diligence or failure to mitigate damages) under
or in respect of any  Operative  Document or any  obligation or liability of the
Issuer, DTA, Pittston Terminal or any other person or entity, or any exercise or
nonexercise  of any right,  power or remedy under or in respect of any Operative
Document, obligation or liability; (iv) any limitation on any party's obligation
or liability  under any  Operative  Document or any  termination,  cancellation,
frustration,  invalidity  or  unenforceability,  in  whole  or in  part,  of any
Operative Document or any such obligation or liability;  (v) any transfer of its
interest in Pittston  Terminal by the Parent  Company,  including  any change in
ownership of all or any part of the capital stock of Pittston Terminal; (vi) any
invalidity or irregularity in any statutory or other proceedings relating to the
formation  or  existence  of the Issuer,  the  issuance of the 2003 Bonds or the
execution  and  delivery  of  any  Operative  Document;  (vii)  any  bankruptcy,
insolvency,  moratorium,  reorganization,  arrangement, or the like, relating to
Pittston Terminal,  DTA or the Issuer; (viii) any impossibility or illegality of
performance on the part of the Issuer,  DTA or Pittston Terminal of any of their
obligations  under or in  connection  with any  Operative  Document;  (ix) force
majeure; (x) reason of destruction, whether partial or complete, of the Project,
whether  on account of its  abandonment  or  otherwise,  or the  curtailment  or
cessation  of the  operation  of the Project or failure or  inability  of DTA to
operate it; or (xi) any other  circumstance  or occurrence,  whether  similar or
dissimilar to any of the foregoing.



     This Agreement will continue to be effective or be reinstated,  as the case
may be, if at any time any payment of any of the  Obligations  is  rescinded  or
must  otherwise be returned by the Trustee upon the  insolvency,  bankruptcy  or
reorganization  of the Issuer,  DTA or Pittston  Terminal or  otherwise,  all as
though such payment had not been made.

          4. Subrogation. So long as the Parent  Company  is  in full compliance
with its obligations under this Agreement,  the Parent  Company will be entitled
to be subrogated to any rights of the Trustee against DTA or Pittston  Terminal,
and DTA or Pittston  Terminal  may  reimburse  the  Parent  Company for, and the
Parent Company may demand,  sue for and  receive  all amounts paid by the Parent
Company pursuant  to this  Agreement.  No  payment under this  Agreement  by the
Parent  Company  will give rise to any claim of the Parent  Company  against the
Trustee. Unless and until the 2003 Bonds are paid, or deemed under the Indenture
to be paid in  full,  and all  obligations  of the  Parent  Company  under  this
Agreement  have been  discharged by payment in full, the Parent Company will not
assign or otherwise  transfer any such claim against DTA or Pittston Terminal to
any other  person,  unless the assignee or transferee of such claim accepts such
assignment or transfer subject to the provisions of this Agreement.

          5. Certain Rights and Powers of  the Trustee.  The Trustee  has all of
the  rights and  remedies  available  under  applicable  law and may  proceed by
appropriate  court action to enforce the terms of this  Agreement and to recover
damages for the breach of this  Agreement.  Each and every remedy of the Trustee
is, to the extent  permitted  by law,  cumulative  and in  addition to any other
remedy  given under this  Agreement or under the  Operative  Documents or now or
hereafter existing at law or in equity.

     At the option of the  Trustee and upon  notice to the Parent  Company,  the
Parent  Company  may be joined  in any  action or  proceeding  commenced  by the
Trustee in respect of any Obligation, and recovery may be had against the Parent
Company in such action or proceeding or in any independent  action or proceeding
against the Parent  Company,  without  any  requirement  that the Trustee  first
assert, prosecute or exhaust any remedy or claim against any person.

          6.  Representations  and  Warranties.  The  Parent Company  makes  the
following representations and warranties to the Trustee:

              (a) Due  Incorporation,  etc.  The  Parent  Company  and  Pittston
Terminal  are  corporations  duly  incorporated,  validly  existing  and in good
standing under the laws of the jurisdiction of their  incorporation and have all
requisite  power  and  authority,  corporate  or  otherwise,  to  conduct  their
business,  to own their  properties  and to execute,  deliver and perform all of
their obligations under this Agreement and the Operative Documents.

              (b) Due Authorization.  The execution, delivery and performance by
the Parent Company of this Agreement have been duly  authorized by all necessary
corporate action.

              (c) Enforceability.  This Agreement when executed and delivered by
its parties,  will  constitute  the legal,  valid and binding  obligation of the
Parent Company  enforceable  against the Parent  Company in accordance  with its
terms,  except  as  enforcement  may  be  limited  by  bankruptcy,   insolvency,
reorganization,  moratorium or similar laws affecting creditors rights generally
or by general equitable principles.



              (d)  Company  Stock.  The  Parent  Company  is the owner  directly
or  indirectly  of all of the issued and  outstanding  capital stock of Pittston

          7.  Covenant of Parent Company.  The Parent Company  covenants that it
will  not  consolidate  with or merge  into any  other  corporation  or  convey,
transfer  or lease  substantially  all its assets as an  entirety to any person,
unless the  corporation  formed by such  consolidation  or into which the Parent
Company is merged or the person which acquires by conveyance,  transfer or lease
substantially all of the assets of the Parent Company as an entirety has assumed
the due and punctual performance and observance of each obligation of the Parent
Company under this Agreement.

          8.  Events of Default.  The following events will constitute Events of
Default under this Agreement:

              (a) The Parent Company fails to make any payment  required  to  be
made by it under this Agreement which results in a failure to make a payment due
on the 2003 Bonds;

              (b) Any  representation  or  warranty  made by the  Parent Company
in this  Agreement  proves to have been  incorrect in any material  respect when
made and it remains unremedied for 90 days;

              (c) The Parent Company fails to perform or observe any other term,
covenant or agreement  (other than those referred to in subsections  (a) and (b)
above)  contained in this  Agreement and the failure  remains  unremedied for 90
days after the date on which written notice of the failure, requiring that it be
remedied, is given to the Parent Company by the Trustee;  provided,  however, if
the failure  cannot with due  diligence be cured within such 90 day period,  the
failure will not  constitute an Event of Default under this Agreement so long as
the Parent Company  proceeds  promptly to cure the failure with due diligence to

              (d) The Parent Company  pursuant to or within  the  meaning of any
Bankruptcy Law (i) commences a voluntary  case, (ii) consents to the entry of an
order for relief  against  it in an  involuntary  case,  (iii)  consents  to the
appointment of a Custodian for the Parent Company or any substantial part of its
property,  or (iv) makes a general  assignment for the benefit of its creditors;

              (e) A court of competent  jurisdiction  enters an order or  decree
under any Bankruptcy Law that (i) is for relief against the Parent Company in an
involuntary  case,  (ii)  appoints a  Custodian  for the  Parent  Company or any
substantial part of its property,  or (iii) orders the winding up or liquidation
of the Parent  Company,  and the decree or order remains  unstayed and in effect
for 90 days.

          9.  Amendment and Waiver.  This Agreement and each of  its  provisions
may be amended,  changed, waived, discharged or terminated only by an instrument
in writing signed by the parties.



          10. Governing  Law. This  Agreement and the rights and  obligations of
the parties  under it will be construed in  accordance  with and governed by the
laws of the Commonwealth of Virginia.

          11. Notices. All notices,  requests,  demands or  other communications
to or upon the parties to this Agreement will be  sufficiently  given and deemed
given when delivered by hand or mailed by  first-class  mail,  postage  prepaid,
addressed as follows:

                      (a)    If to the Parent Company to:

                             The Brink's Company
                             1801 Bayberry Court
                             Richmond, VA 23226
                             Attention:  Treasurer and General Counsel

                      (b)    If to the Trustee to:

                             Wachovia Bank, National Association, as Trustee
                             1021 East Cary Street
                             Richmond, Virginia 23219
                             Attention:  Corporate Trust Department

          12. Waivers. No failure or  delay  on  the  part  of  the  Trustee  in
exercising any right,  power or privilege  under this Agreement and no course of
dealing  among the  parties  will  operate  as a waiver;  nor will any single or
partial exercise of any right,  power or privilege preclude any other or further
exercise of it or the exercise of any other right, power or privilege. No notice
to or demand on the Parent  Company in any case will entitle the Parent  Company
to any other or further  notice or demand in similar or other  circumstances  or
constitute  a waiver of the right of the Trustee to any other or further  action
in any circumstances without notice or demand.

          13.  Captions. The captions in this Agreement are for convenience only
and do not  define or limit the  scope or  intent  of any of its  provisions  or

          14.  Benefit of Agreement.  This  Agreement  will  be binding upon the
Parent  Company and its  successors  and  assigns,  and will be binding upon and
inure to the benefit of the Trustee and its successors and assigns.

          15.  Counterparts. This  Agreement  may  be  executed  in  any  number
of counterparts and all of such  counterparts  will together  constitute one and
the same instrument.



          16.  Severability.   Any   provision   of   this  Agreement  which  is
prohibited, unenforceable or not authorized in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or  nonauthorization  without  invalidating  the  remaining  provisions  of this
Agreement  or  affecting  the  validity,  enforceability  or  legality  of  such
provision in any other jurisdiction.



                        THE BRINK'S COMPANY

                        By: /s/ James B. Hartough
                        Title: Vice President - Corporate Finance and Treasurer

                        WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

                        By: /s/ Elizabeth A. Boyd
                        Title: Corporate Trust Officer