Brink's Home Security Holdings, Inc. Sample Contracts

CREDIT AGREEMENT dated as of October 21, 2008 among BRINK’S HOME SECURITY HOLDINGS, INC., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, N.A., as Syndication Agent J.P. MORGAN...
Credit Agreement • October 23rd, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • New York

CREDIT AGREEMENT dated as of October 21, 2008 among BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, N.A., as Syndication Agent.

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SEPARATION AND DISTRIBUTION AGREEMENT By and Between THE BRINK’S COMPANY and BRINK’S HOME SECURITY HOLDINGS, INC. Dated as of October 31, 2008
Separation and Distribution Agreement • September 25th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT dated as of October 31, 2008, is by and between THE BRINK’S COMPANY, a Virginia corporation (“Brink’s”), and BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (“BHS”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated as of
Non-Competition and Non-Solicitation Agreement • September 25th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services

WHEREAS, pursuant to a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) dated as of October 31, 2008, Brink’s has agreed to distribute, on a pro rata basis, to the Record Holders all the outstanding shares of BHS Common Stock owned by Brink’s on the Distribution Date (the “Distribution”); and

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BRAND LICENSING AGREEMENT
Brand Licensing Agreement • September 25th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services

This BRAND LICENSING AGREEMENT (this “AGREEMENT”) dated as of October 31, 2008, is by and between Brink’s Network, Incorporated, a Delaware corporation (“LICENSOR”), and Brink’s Home Security Holdings, Inc., a Virginia corporation (“LICENSEE”).

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CHANGE IN CONTROL AGREEMENT dated as of July 15, 2008 between Brink’s Home Security, Inc. a Delaware corporation (the “Company”) and __________________ (the “Executive”)
Change in Control Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Virginia
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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services

Virginia corporation (“BHS”). Capitalized terms used herein and not otherwise defined shall have the respective meanings

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TAX MATTERS AGREEMENT By and Between THE BRINK’S COMPANY and BRINK’S HOME SECURITY HOLDINGS, INC. Dated as of [ ], 2008
Tax Matters Agreement • August 14th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • New York

TAX MATTERS AGREEMENT (this “Agreement”) entered into as of [ ], 2008, by and between THE BRINK’S COMPANY, a Virginia corporation (“Brink’s”), and BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation and a wholly owned subsidiary of Brink’s (“BHS”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 25th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services

This TRANSITION SERVICES AGREEMENT dated as of October 31, 2008 (this “Agreement”), by and among The Brink’s Company, a Virginia corporation (“Brink’s”), and Brink’s Home Security Holdings, Inc., a Virginia corporation (“Holdings”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG TYCO INTERNATIONAL LTD., BARRICADE MERGER SUB, INC., BRINK’S HOME SECURITY HOLDINGS, INC. AND SOLELY FOR PURPOSES OF SECTIONS 9.8, 9.9(C) AND 9.10, ADT SECURITY SERVICES, INC. Dated as of January 18, 2010
Agreement and Plan of Merger • January 19th, 2010 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 18, 2010 (this “Agreement”), is by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Parent”), BARRICADE MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (the “Company”), and, solely for purposes of Sections 9.8, 9.9(c) and 9.10, ADT SECURITY SERVICES, INC., a Delaware corporation and wholly owned subsidiary of Parent (“ADT Security Services”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement are defined in Section 9.1.

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CHANGE IN CONTROL AGREEMENT dated as of January 1, 2010 between Brink’s Home Security Holdings, Inc. a Virginia corporation (the “Company”) and (the “Executive”)
Change in Control Agreement • December 11th, 2009 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Virginia
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Indemnification Agreement
Indemnification Agreement • September 25th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Virginia

AGREEMENT dated as of ___________, 2008, by and between BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (the “Corporation”), and ___________________ (the “Indemnitee”):

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FIRST AMENDMENT, LIMITED CONSENT AND WAIVER TO CREDIT AGREEMENT February 17, 2010
Credit Agreement • February 24th, 2010 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • New York

WHEREAS, the Borrower has entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 18, 2010 by and among Tyco International Ltd., a corporation limited by shares organized under the laws of Switzerland (“Tyco”), Barricade Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Tyco (“Barricade”), the Borrower and, for certain limited purposes, ADT Security Services, Inc., a Delaware corporation and wholly owned subsidiary of Tyco, subject to the terms and conditions of which, at the Effective Time (as defined in the Merger Agreement), the Borrower will merge with and into Barricade and the separate corporate existence of the Borrower shall thereupon cease.

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 22nd, 2010 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Delaware

AMENDMENT NO. 1 (this “Amendment”) dated as of March 22, 2010 to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 18, 2010 among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Parent”), Barricade Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), Brink’s Home Security Holdings, Inc., a Virginia corporation (the “Company”), and, solely for the limited purposes stated therein, ADT Security Services, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ADT” and, collectively, with Parent, Merger Sub and the Company, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement.

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