EXHIBIT 4
KANDERS FLORIDA HOLDINGS, INC.
C/O 00000 XXXXXXXXXXXXX XXXXXXX
XXXXXXXXXXXX, XXXXXXX 00000
July 29, 1997
Xx. Xxxxxxxx X. Xxxxxxx
c/o Armor Holdings, Inc.
00000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Re: Tax Indemnification with respect to
Letter Agreement dated January 18, 1996
Dear Xxxxxxxx:
The following shall set forth the understanding that we have
reached with respect to certain tax consequences that may arise in connection
with carrying out the provisions of the Letter Agreement among us, dated
January 18, 1996 (the "Agreement"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings given to such terms in
the Agreement.
We have agreed as follows:
1. In the event that KFH sells Common Shares, and as a
result of such sale, Xxxxxxx is entitled to receive
a portion of the net proceeds thereof or a stock
certificate representing a portion of such Common
Shares, all as more fully set forth in the
Agreement, Xxxxxxx shall hold KFH harmless and
indemnify KFH for any and all capital gains or
other tax liabilities assessed against KFH by the
Internal Revenue Service or by any state or local
taxing authority (a "Taxing Authority") including,
but not limited to, interest, penalties, reasonable
attorneys' fees and related disbursements and other
expenses incurred by KFH in connection with such
tax liabilities or claims (collectively, the "Tax
Liabilities"), which are attributable to such sale
by KFH of the Common Shares. All such Tax
Liabilities shall be paid by Xxxxxxx to KFH within
ten (10) days of the date on which KFH is required
to pay any such Tax Liability and after notice by
KFH to Xxxxxxx.
Xx. Xxxxxxxx X. Xxxxxxx
July 29, 1997
Page 2
2. This letter agreement shall be governed in
accordance with the laws of the State of New York,
without giving effect to its conflict of laws
rules.
If the foregoing conforms to your understanding, kindly
acknowledge such by signing below.
Very truly yours,
KANDERS FLORIDA HOLDINGS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxxx
