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
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Kroll Inc • November 20th, 2001 • Motor vehicles & passenger car bodies • New York
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
BY AND AMONGSecurities Purchase Agreement • November 20th, 2001 • Kroll Inc • Motor vehicles & passenger car bodies • 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
ARTICLE 1 THE MERGERAgreement and Plan of Merger • May 3rd, 2002 • Kroll Inc • Services-detective, guard & armored car services
andLease • September 17th, 1997 • Ogara Co /Oh/ • Motor vehicles & passenger car bodies • New York
