ARMOR HOLDINGS, INC. 1400 Marsh Landing Parkway Suite 112 Jacksonville, FL 32250Kroll O Gara Co • September 6th, 2001 • Motor vehicles & passenger car bodies • New York
1 Page 1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 1998 • Kroll O Gara Co • Motor vehicles & passenger car bodies • Ontario
PLEDGE AGREEMENT ----------------Pledge Agreement • March 7th, 2003 • Kroll Inc • Services-detective, guard & armored car services • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of December 31, 1998, among The Kroll-O'Gara Company ("TKOG"), an Ohio corporation and a party to this Agreement but not a constituent corporation in the Merger (as...Agreement and Plan of Merger • January 15th, 1999 • Kroll O Gara Co • Motor vehicles & passenger car bodies • California
EXHIBIT 4.3 FACTUAL DATA CORP. STOCK OPTION AGREEMENT THIS AGREEMENT, made this 4th day of May, 2001, by and between FACTUAL DATA CORP. (the "Company"), and ________________ (the "Optionee"); EXPLANATORY STATEMENTS: WHEREAS, the Optionee on the date...Stock Option Agreement • September 19th, 2003 • Kroll Inc • Services-detective, guard & armored car services • Colorado
AGREEMENT FOR THE ACQUISITION OF SHARES IN NEXT DESTINATION LIMITED GARRETT & CO 180 STRAND LONDON WC2R 2NN REF: LJF/JMH CONTENTS --------Agreement • March 31st, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies
KROLL INC. COMMON STOCK, PAR VALUE $.01 PER SHAREUnderwriting Agreement • October 11th, 2002 • Kroll Inc • Services-detective, guard & armored car services • New York
1 Exhibit 10.30 STOCKHOLDERS' AGREEMENT ----------------------- STOCKHOLDERS' AGREEMENT, dated as of March 20, 1992, among Kroll Associates, Inc., a Delaware corporation ("Kroll Associates"), Kroll Associates U.K. Limited, a corporation organized...Stockholders' Agreement • September 17th, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • New York
RE: THE KROLL-O'GARA COMPANY, O'GARA-HESS & EISENHARDT ARMORING COMPANY, KROLL HOLDINGS, INC and KROLL ASSOCIATES, INC. $40,000,000 SECOND AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF MARCH 30, 2001Asset Purchase Agreement • April 24th, 2001 • Kroll O Gara Co • Motor vehicles & passenger car bodies
1 EXHIBIT 10.39 [NEUBERGER & BERMAN LETTERHEAD] DISCRETIONARY INVESTMENT ADVISORY AGREEMENT RE: KROLL ASSOCIATES MONEY PURCHASE PENSION PLAN & TRUST, ---------------------------------------------------------------------------- EFFECTIVE 1/1/91...Service Agreement • September 17th, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • New York
ARTICLE 1Employment Agreement • May 7th, 2004 • Kroll Inc • Services-detective, guard & armored car services • New York
WITNESSETHEmployment Agreement • October 22nd, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies
ARTICLE ISecurity Agreement • November 20th, 2001 • Kroll Inc • Motor vehicles & passenger car bodies • New York
1 Exhibit 10.1 THIRD AMENDMENT TO LOAN AGREEMENT THE KROLL-O'GARA COMPANY, O'GARA - HESS & EISENHARDT ARMORING COMPANY, KROLL HOLDINGS, INC., and KROLL ASSOCIATES, INC. (individually and collectively the "Borrower"), and KEYBANK NATIONAL ASSOCIATION...Loan Agreement • May 22nd, 2000 • Kroll O Gara Co • Motor vehicles & passenger car bodies
1 Exhibit 4.1 THE KROLL-O'GARA COMPANY (FORMERLY KNOWN AS THE O'GARA COMPANY) --------------------------- AMENDED AND RESTATED NOTE PURCHASE AGREEMENT --------------------------- DATED AS OF MARCH 30, 2001 $35,000,000 SENIOR NOTES DUE MAY 31, 2003...Note Purchase Agreement • April 24th, 2001 • Kroll O Gara Co • Motor vehicles & passenger car bodies • New York
Exhibit 10.11 AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT ("Amendment") is made this ____ day of _________, 1997, by and between EIGHT PENN CENTER PARTNERS, L.P., GERALD WOLKOFF and KLONDIKE REALTY CORP. AS NOMINEE FOR GERALD...Lease Agreement • February 4th, 2002 • Kroll Inc • Motor vehicles & passenger car bodies
AMENDMENT I TO EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • New York
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this "Agreement"), dated this 5th day of September, 2002, is by and between KROLL INC., a Delaware corporation (the "Company"), on the one hand, and the stockholders of the...Registration Rights Agreement • September 5th, 2002 • Kroll Inc • Services-detective, guard & armored car services • New York
ARTICLE IEmployment Agreement • October 22nd, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • Ohio
ARTICLE 1Employment Agreement • August 16th, 1999 • Kroll O Gara Co • Motor vehicles & passenger car bodies • New York
1 EXHIBIT 10.46 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of the ____ day of October, 1997, is made and entered into by and between The O'Gara Company, an Ohio corporation (the "Company"), and...Registration Rights Agreement • October 22nd, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • New York
THE KROLL-O'GARA COMPANY 4,400,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 1998 • Kroll O Gara Co • Motor vehicles & passenger car bodies • New York
TACOM AMSTA-AQ-MDD /WPN SYS: N5 TONI SPALDING /810-574-7187 WARREN, MICHIGAN 48397-5000Ogara Co /Oh/ • March 31st, 1997 • Motor vehicles & passenger car bodies
BY AND AMONGSecurities Purchase Agreement • November 20th, 2001 • Kroll Inc • Motor vehicles & passenger car bodies • New York
Kroll Inc.Kroll Inc • March 31st, 2004 • Services-detective, guard & armored car services • New York
1 Exhibit 10.15 SECURITY AGREEMENT THE KROLL-O'GARA COMPANY, O'GARA - HESS & EISENHARDT ARMORING COMPANY, KROLL HOLDINGS, INC. AND KROLL ASSOCIATES, INC. (collectively, the "DEBTOR"), for valuable consideration, receipt of which hereby is...Security Agreement • April 24th, 2001 • Kroll O Gara Co • Motor vehicles & passenger car bodies • Ohio
Exhibit 99.2 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of February 15, 2002, by Kroll Inc., an Ohio corporation, Kroll Holdings, Inc., a Delaware corporation, LAMB Acquisition, Inc., an Ohio corporation,...Stock Pledge Agreement • March 1st, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • New York
BETWEENPledge and Security Agreement • September 5th, 2002 • Kroll Inc • Services-detective, guard & armored car services • New York
RE: $35,000,000 SENIOR NOTES DUE MAY 31, 2003 ISSUED BY THE KROLL-O'GARA COMPANY (FORMERLY KNOWN AS THE O'GARA COMPANY)Guaranty Agreement • April 24th, 2001 • Kroll O Gara Co • Motor vehicles & passenger car bodies • New York
by and among KROLL INC. andLoan and Security Agreement • March 1st, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • New York
EXHIBITS 10.23 OFFICE LEASE BETWEEN FDC OFFICE II, LLC, A COLORADO LIMITED LIABILITY COMPANY (AS LANDLORD) AND FACTUAL DATA CORP, A COLORADO CORPORATION (AS TENANT)Office Lease • March 15th, 2004 • Kroll Inc • Services-detective, guard & armored car services
by and among KROLL INC., and The Members ofPurchase Agreement • September 5th, 2002 • Kroll Inc • Services-detective, guard & armored car services • New York
VOTING AGREEMENTVoting Agreement • June 30th, 2003 • Kroll Inc • Services-detective, guard & armored car services • Delaware
BETWEENCredit Agreement • March 31st, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • Ohio
ARTICLE 1Employment Agreement • February 4th, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • New York
