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
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
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...Merger Agreement • January 15th, 1999 • Kroll O Gara Co • Motor vehicles & passenger car bodies • California
KROLL INC. COMMON STOCK, PAR VALUE $.01 PER SHAREUnderwriting Agreement • October 11th, 2002 • Kroll Inc • Services-detective, guard & armored car services • New York
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
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
1 Exhibit 10.23 ASSET PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN PALMER ASSOCIATES, LTD. (HEREINAFTER REFERRED TO AS "Seller"), PARTY OF THE FIRST PART, AND O'GARA-HESS & EISENHARDT ARMORING COMPANY (HEREINAFTER REFERRED TO AS THE "Buyer"), PARTY...Asset Purchase Agreement • March 31st, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • Ohio
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, 2001Loan Agreement • April 24th, 2001 • Kroll O Gara Co • Motor vehicles & passenger car bodies
ARTICLE 1Employment Agreement • May 7th, 2004 • Kroll Inc • Services-detective, guard & armored car services • New York
GUARANTYGuaranty • March 7th, 2003 • Kroll Inc • Services-detective, guard & armored car services • New York
Kroll Inc.Registration Rights Agreement • March 31st, 2004 • Kroll Inc • Services-detective, guard & armored car services • New York
KROLL INC., as Issuer, andIndenture • March 31st, 2004 • Kroll Inc • Services-detective, guard & armored car services • New York
ARTICLE ISecurity Agreement • November 20th, 2001 • Kroll Inc • Motor vehicles & passenger car bodies • New York
AMENDMENT I TO EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • New York
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of November 14, 2001, is made by and among Kroll Inc., an Ohio corporation ("Pledgor"), to Palisade Concentrated Equity Partnership, L.P. ("Palisade"), as Collateral Agent (as hereinafter defined)....Pledge Agreement • November 20th, 2001 • Kroll Inc • Motor vehicles & passenger car bodies • 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
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
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 AMONGSecurities Purchase Agreement • November 20th, 2001 • Kroll Inc • Motor vehicles & passenger car bodies • New York
BETWEENCredit Agreement • March 31st, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • Ohio
RECITALSVoting Agreement • April 26th, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • Minnesota
WITNESSETHEmployment Agreement • October 22nd, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies
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
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
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
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
andLease • September 17th, 1997 • Ogara Co /Oh/ • 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 10.1 SECOND LEASE AMENDMENT This Lease Amendment ("Amendment") is made and entered into as of the 31st day of March, 1997, by and between OLG, Limited, an Ohio limited liability company ("Owner"), and O'Gara-Hess & Eisenhardt Armoring...Lease Amendment • May 15th, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies
1 Exhibit 10.22 ASSET PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN PALMER ASSOCIATES, S.C. (HEREINAFTER REFERRED TO AS "Associates"), AND MR. MORTON N. PALMER (HEREINAFTER REFERRED TO AS "PALMER") (Palmer AND Associates ARE HEREINAFTER JOINTLY...Asset Purchase Agreement • March 31st, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies
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
ARTICLE 1Employment Agreement • February 4th, 2002 • Kroll Inc • Motor vehicles & passenger car bodies • New York
