Exhibit 2
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 1 to Amended and Restated Rights Agreement (this
"Amendment") dated September 25, 2006, is by and between The Brink's Company, a
Virginia corporation (the "Company") and American Stock Transfer & Trust
Company, a New York banking corporation ("AST").
RECITALS
A. The Company and Equiserve Trust Company, N.A. (the "Predecessor Agent")
are parties to an Amended and Restated Rights Agreement dated September
1, 2003 (the "Rights Agreement").
B. The Company wishes to remove the Predecessor Agent and appoint AST as
rights agent pursuant to Section 22 of the Rights Agreement and to
amend the Rights Agreement as provided herein.
C. The Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent.
D. Capitalized terms used but not otherwise defined in this Amendment
shall have the meanings given to them in the Rights Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. The amount "$100 million dollars" at the end of the fifth sentence of
Section 22 of the Rights Agreement shall be replaced with the amount "$25
million dollars".
2. The Company hereby appoints AST as rights agent pursuant to Section 22 of
the Rights Agreement, to serve in that capacity for the consideration and
subject to all of the terms and conditions of the Rights Agreement.
3. AST hereby accepts the appointment as rights agent pursuant to Section 22
of the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and conditions of the Rights
Agreement.
4. From and after the effective date hereof, each and every reference in the
Rights Agreement to the "Rights Agent" shall be deemed to be a reference to
AST or any successor thereto.
5. The address for notice to the Rights Agent at the end of the second
sentence of Section 26 of the Rights Agreement shall be replaced with the
following address:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Department
6. Except as expressly modified herein, the Right Agreement shall remain in
full force and effect.
7. This Amendment may be executed in one or more counterparts (including by
facsimile), each of which shall together constitute one and the same
document, and shall become effective when one or more such counterparts
have been signed by each of the parties and delivered to the other parties.
8. This Amendment shall be deemed to be a contract made under the laws of the
Commonwealth of Virginia and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth applicable to
contracts to be made and performed entirely within such Commonwealth;
provided, however, that to the extent this Amendment applies to provisions
of sections of the Rights Agreement that, pursuant to the terms of the
Rights Agreement, are to be governed by and construed in accordance with
the laws of the State of New York, such provisions shall be so governed.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date indicated above.
THE BRINK'S COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
Vice President and Chief Financial Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Senior Vice President
