EXHIBIT 5
XXXXXXXX X. XXXXXXX
C/O 00000 XXXXXXXXXXXXX XXXXXXX
XXXXXXXXXXXX, XXXXXXX 00000
July 25, 1997
Xx. Xxxxxx X. Xxxxxxx
Kanders Florida Holdings, Inc.
c/o 00000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Re: Indemnification and Contribution Pursuant
to Underwriting Agreement
Gentlemen:
Reference is hereby made to that certain
Underwriting Agreement, dated July 25, 1997, among Xxxxxx, Read & Co. Inc.,
Equitable Securities Corporation and Xxxxxxxx Inc., as Managing Underwriters
of the several underwriters named therein, Armor Holdings, Inc., Xxxxxx X.
Xxxxxxx, Kanders Florida Holdings, Inc. and Richmont Capital Partners I, L.P.
(the "Underwriting Agreement"). Capitalized terms used herein shall have their
respective meanings as set forth in the Underwriting Agreement.
In the event that either of Xxxxxx X. Xxxxxxx or
Kanders Florida Holdings, Inc. is required to indemnify the Underwriters
pursuant to the provisions of the Underwriting Agreement, or is required to
contribute to any of the losses, claims, damages, judgments, liabilities and
expenses (including the fees and expenses of counsel and other expenses in
connection with investigating, defending or settling any action or claim)
(collectively, "Losses") suffered by any of the Underwriters, or in the event
that Xxxxxx X. Xxxxxxx or Kanders Florida Holdings, Inc. suffers any Losses in
connection with any breach of a representation, warranty, covenant or
agreement contained in the Underwriting Agreement, then the undersigned,
Xxxxxxxx X. Xxxxxxx, hereby agrees to bear a pro rata portion of any such
Losses borne by Xxxxxx X. Xxxxxxx and/or Kanders Florida Holdings, Inc.,
including any such amounts incurred by way of indemnification or contribution
as set forth in the Underwriting Agreement, in an amount equal to 42.86% of
such Losses that are incurred by Xxxxxx X. Xxxxxxx and/or Kanders Florida
Holdings, Inc.
Very truly yours,
/s/Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
