1
Exhibit 10.43
August 8, 1997
Xxxxxx X. X'Xxxx
Chairman
The O'Gara Company
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Dear Xxx:
This letter agreement is delivered in connection with the execution and
delivery on today's date of that certain Plan and Agreement to Merge among The
O'Gara Company ("O'Gara"), VDE, Inc., Xxxxx Holdings, Inc. ("KHI") and myself
(the "Merger Agreement"). Capitalized terms used but not defined herein shall
have the same meaning assigned to them in the Merger Agreement.
In order to induce O'Gara and NEWCO to enter into the Merger Agreement,
I hereby agree to be present (in person or by proxy) at the meeting of the
shareholders of KHI to be held pursuant to Article XI of the Merger Agreement,
and to vote or cause to be voted at such meeting all shares of KHI Capital Stock
owned by me and all other shares of KHI Capital Stock the voting of which is in
my control (collectively, the "Kroll Shares") in favor of approval and adoption
of the Merger Agreement and the consummation of the Merger. In addition, I agree
not to sell, transfer, convey, assign, pledge, hypothecate or otherwise dispose
of any of the Kroll Shares owned by me, or the right to vote the Kroll Shares,
to or for the benefit of any Person prior to the sooner of (x) the termination
of the Merger Agreement and (y) the Effective Time of the Merger, unless any
such transferee agrees to be bound by this agreement.
Sincerely yours,
Xxxxx Xxxxx
