Exhibit 99.1
PROMISSORY NOTE
Richmond, Virginia June 16, 2005
FOR VALUE RECEIVED, the undersigned, JPMorgan Chase Bank, National
Association (formerly The Chase Manhattan Bank) (the "Trustee"), solely in its
capacity as Trustee of The Brink's Company Employee Benefits Plan (the "Trust"),
hereby promises on behalf of the Trust to pay to the order of The Brink's
Company (the "Company"), at the Company's principal office at 1801 Bayberry
Court, Richmond, Virginia 23226-8100, the sum of Sixty-Seven Million,
Ninety-Five Thousand Dollars ($67,095,000) together with interest thereon as
hereinafter set forth.
Interest shall be paid (computed on the basis of a 360-day year of twelve
30-day months) on the unpaid principal balance, at an interest rate of nine and
a half percent (9.5%) per annum. Interest shall accrue from the date hereof on
the unpaid balance, and shall be paid on each of March 1, June 1, September 1
and December 1, commencing on September 1, 2005. Principal (and accrued unpaid
interest thereon) of this Note may be prepaid in whole or in part at any time
and from time to time without penalty and may, in the manner set forth in the
Trust Agreement, be forgiven. Each prepayment (or forgiveness) of principal
shall be applied to reduce installments of principal thereafter due on the Note
in the order of their scheduled maturities. Whenever a payment fall due on a
Saturday, Sunday or public holiday, such payment shall be made on the next
business day. Upon termination of the Trust, the entire unpaid balance of
principal and interest shall be immediately payable.
The Company shall, and is hereby authorized to, record on the schedule
attached hereto as Schedule 1, or to otherwise record in accordance with its
usual practice, the date and amount of each principal payment; provided,
however, that the failure to do so shall not affect the Trust's obligation to
pay amounts due hereunder.
All payments received hereunder shall be applied in the following order:
first, to the payment of any costs (including attorney fees) incurred by the
holder hereto in collecting any amounts hereunder; second, to the payment of
accrued but unpaid interest; and third, to the payment of the principal amount
outstanding.
This Note shall be governed by and construed under the laws of the State of
New York.
The Trust hereby waives presentment, demand, protest and notice of
dishonor.
This Note is issued by the Trust pursuant to the Trust Agreement, dated
December 7, 1992, as amended, and is entitled to the benefits thereof. The
Trustee is executing this Note solely in its capacity as Trustee of the Trust.
The Trustee shall have no liability or obligation of any kind in its individual
capacity to the Company or its successors as a result of the execution or
issuance of this Note.
All payments of principal and interest in respect of this Note shall be
made in transferable United States dollars in immediately available funds to the
order of the holder hereof by wire transfer to such account at such financial
institution as may be specified from time to time by the holder hereof to the
Trustee in writing.
Any failure of the holder to exercise any right, remedy or recourse shall
not be deemed a waiver or release of same, such waiver or release or any other
modification of any such right, remedy or recourse to be effective only if set
forth in a written document executed by the holder and then only to the extent
recited therein. A waiver or release with reference to one event shall not be
construed as continuing, as a bar to or as a waiver or release of any subsequent
event. The acceptance by the holder of payment hereunder that is less than
payment in full of all amounts due and payable at the time of such payment shall
not constitute a waiver of the right to exercise any right, remedy or recourse
at that time or at any time, or nullify any prior exercise of any such right,
remedy or recourse without the express written consent of the holder.
Subject to the provisions hereof, and to the extent not inconsistent with
applicable law, in the event of a default hereunder, the Trustee agrees to pay
all reasonable costs of collection hereof when billed therefor, including
reasonable attorneys fees, whether or not action shall be instituted to enforce
this Note.
JPMorgan Chase Bank, National Association,
as Directed Trustee of The Brink's Company
Employee Benefits Trust
By: /s/ Peter J. Coghill
----------------------------------
Name: Peter J. Coghill
----------------------------------
Title: VP for JPMorgan Chase Bank, N.A.
----------------------------------
2
SCHEDULE 1
Promissory Note
---------------
Schedule of Payments and
------------------------
Amounts Outstanding
-------------------
Total Remaining
Date of Payment Amount of Payment Principal Amount Outstanding
--------------- ----------------- ----------------------------