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Exhibit 10.18
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement"), dated as of March 30,
2001, is made and entered into by and among THE XXXXX-X'XXXX COMPANY, an Ohio
corporation (the "Borrower") and KEYBANK NATIONAL ASSOCIATION, a national
banking association, as Collateral Agent (together with its successors and
assigns the "Collateral Agent"), for the ratable benefit of the Secured Parties,
under the Collateral Agency and Intercreditor Agreement dated as of the date
hereof amount the Collateral Agent, KEYBANK NATIONAL ASSOCIATION a national
banking association, in its individual capacity (together with its successors
and assigns, the "Bank") and the holders of the Senior Notes due May 30, 2003 of
the Borrower, as the same may be amended and modified from time to time.
WHEREAS, pursuant to the Collateral Agency and Intercreditor Agreement,
certain of the Secured Parties have provided loans and other credit to the
Borrower; and
WHEREAS, as part of the security for such loans and credit, and as
required by the Collateral Agency and Intercreditor Agreement, Borrower has
agreed to pledge to the Collateral Agent certain of the issued and outstanding
capital stock, and all income, interest, dividends, and distributions thereon,
replacements and substitutions therefor, and the proceeds thereof, in the
following subsidiaries of Borrower: X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY,
O'GARA SATELLITE NETWORKS, INC., O'GARA SATELLITE NETWORKS LIMITED (IRISH),
O'GARA SATELLITE NETWORKS LIMITED (UK), NEXT DESTINATION LIMITED, O'GARA
SECURITY ASSOCIATES, INC., THE O'GARA COMPANY FSC, INC., KROLL HOLDINGS, INC.,
L.A.M.B. ACQUISITION, INC., L.A.M.B. ACQUISITION II, INC., INPHOTO SURVEILLANCE,
INC., LABORATORY SPECIALISTS OF AMERICA, INC., KROLL XXXXXX & ASSOCIATES, INC.,
SECURIFY, INC., FINANCIAL RESEARCH, INC., XXXXX-X'XXXX UK LIMITED AND KROLL
BACKGROUND AMERICA, INC. (individually, "Subsidiary" and collectively,
"Subsidiaries"); and
WHEREAS, Borrower owns the outstanding capital stock of the Subsidiaries
as set forth on SCHEDULE A hereto.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINED TERMS.
1.1 Except as otherwise expressly provided herein, capitalized terms
used in this Agreement shall have the respective meanings assigned
to them in the Collateral Agency and Intercreditor Agreement. No
change or amendment to any defined term contained in the
Collateral Agency and Intercreditor Agreement used in this
Security Agreement as a defined term shall be effective without
the prior written consent of Debtor. Where applicable and except
as otherwise expressly provided herein, terms used herein (whether
or not capitalized) shall have the respective meanings assigned to
them in the Uniform Commercial Code as enacted in each applicable
jurisdiction and as may be amended from time to time (the "Code").
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1.2 In this Agreement, "Pledged Collateral" means and includes the
following: (i) the securities listed on SCHEDULE A attached hereto
and made a part hereof, and all rights and privileges pertaining
thereto, including, without limitation, all securities and
additional securities receivable in respect of or in exchange for
such securities, all rights to subscribe for securities incident
to or arising from ownership of such securities, all cash,
interest, stock and other dividends or distributions paid or
payable on such securities, and all books and records pertaining
to the foregoing, including, without limitation, all stock record
and transfer books, (ii) any and all other securities hereafter
pledged by Borrower to the Collateral Agent, for the benefit of
the Secured Parties, to secure the Secured Obligations (as
hereinafter defined) of the Borrower, and all rights and
privileges pertaining thereto, including, without limitation, all
securities and additional securities receivable in respect of or
in exchange for such securities, all rights to subscribe for
securities incident to or arising from ownership of such
securities, all cash, interest, stock and other dividends or
distributions paid or payable on such securities, and all books
and records pertaining to the foregoing, and (iii) whatever is
received when any of the foregoing is sold, exchanged or otherwise
disposed of, including any proceeds as such term is defined in the
Code.
2. GRANT OF SECURITY INTERESTS.
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2.1 Borrower, to secure on a first priority basis the payment and
performance of all Obligations, hereby grants to the Collateral
Agent, for the benefit of the Secured Parties, a first priority
security interest in all of the Borrower's now existing and
hereafter acquired and/or arising right, title and interest in, to
and under the Pledged Collateral owned by Borrower, whether now or
hereafter existing and wherever located.
2.2 Upon the execution and delivery of this Agreement, Borrower has
delivered to and deposited with the Collateral Agent in pledge,
stock certificates and any other instruments evidencing the
Pledged Collateral, together with undated stock powers signed in
blank by Borrower.
3. FURTHER ASSURANCES. Prior to or concurrently with the execution of this
Agreement, and thereafter at any time and from time to time upon
reasonable request of the Collateral Agent, Borrower shall execute and
deliver to the Collateral Agent, for the benefit of the Secured Parties,
all financing statements, continuation financing statements, termination
statements, assignments, certificates and documents of title, affidavits,
reports, notices, schedules of account, letters of authority, further
pledges, powers of attorney and all other documents (collectively, the
"Security Documents") which the Collateral Agent may reasonably request,
in form reasonably satisfactory to the Collateral Agent, and take such
other action which the Collateral Agent may request, to perfect and
continue perfected and to create and maintain the first priority status
of the Collateral Agent's security interest in (subject only to Permitted
Liens) the Pledged Collateral and to fully consummate the transactions
contemplated under the Collateral Agency and Intercreditor Agreement, the
other Credit Documents and this Agreement. Borrower hereby irrevocably
makes, constitutes and appoints the Collateral Agent (and any of the
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Collateral Agent's officers or employees or agents designated by the
Collateral Agent) as Borrower's true and lawful attorney with power to
sign the name of Borrower on all or any of the Security Documents which
the Collateral Agent determines must be executed, filed, recorded or sent
in order to perfect or continue perfected the Collateral Agent's security
interest in the Pledged Collateral. Such power, being coupled with an
interest, is irrevocable until all of the Secured Obligations have been
indefeasibly paid in full.
4. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants
to the Collateral Agent, for the benefit of the Secured Parties, as
follows:
4.1 Borrower has, and will continue to have (or, in the case of
after-acquired Pledged Collateral, at the time Borrower acquires
rights in such Pledged Collateral, will have), title to the
Pledged Collateral, free and clear of all liens other than the
liens permitted by the other Credit Documents (herein referred to
as the "Permitted Liens").
4.2 The shares of capital stock constituting the Pledged Collateral
have been duly authorized and validly issued to Borrower (as set
forth on SCHEDULE A hereto), are fully paid and nonassessable and,
except as may be set forth on SCHEDULE A hereto, together
constitute all of the issued and outstanding capital stock of the
Subsidiaries.
4.3 Except for the Permitted Liens and except with respect to any of
the subsidiaries which are organized under the laws of a foreign
country, the security interests in the Pledged Collateral granted
hereunder are valid, perfected and of first priority.
4.4 Except with respect to any of the subsidiaries which are organized
under the laws of a foreign country, there are no restrictions
upon the transfer of the Pledged Collateral, and Borrower has the
power and authority and right to transfer the Pledged Collateral
owned by Borrower free of any encumbrances and without obtaining
the consent of any Person.
4.5 Except with respect to any of the subsidiaries which are organized
under the laws of a foreign country, Borrower has all necessary
power to execute, deliver and perform this Agreement.
4.6 Except as disclosed in the Disclosure Schedule to the Second
Amended and Restated Loan Agreement with Bank, there are no
actions, suits, or proceedings pending or, to Borrower's best
knowledge after due inquiry, threatened against or affecting
Borrower with respect to the Pledged Collateral, at law or in
equity or before or by any Governmental Authority (as defined in
the Credit Documents), and Borrower is not in default with respect
to any judgment, writ, injunction, decree, rule or regulation
which could adversely affect Borrower's performance hereunder.
4.7 Except with respect to any of the subsidiaries which are organized
under the laws of a foreign country, this Agreement has been duly
executed and delivered and constitutes the valid and legally
binding obligation of Borrower, enforceable in
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accordance with its terms, except to the extent that
enforceability of this Agreement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforceability of creditors' rights
generally or limiting the right of specific performance.
4.8 Except with respect to any of the subsidiaries which are organized
under the laws of a foreign country, neither the execution and
delivery by Borrower of this Agreement, nor the compliance with
the terms and provisions hereof, will violate any provision of any
law or conflict with or result in a breach of any of the terms,
conditions or provisions of any judgment, order, injunction,
decree or ruling of any Governmental Authority to which Borrower
is subject or any provision of any agreement, understanding or
arrangement to which Borrower is a party or by which Borrower is
bound.
5. GENERAL COVENANTS. In addition to any covenants and agreements of
Borrower set forth in the other Credit Documents, which are incorporated
herein by this reference, Borrower hereby covenants and agrees as
follows:
5.1 Borrower shall do all reasonable acts that may be necessary and
appropriate to maintain, preserve and protect the Pledged
Collateral; Borrower shall be responsible for the risk of loss of,
damage to, or destruction of the Pledged Collateral owned by
Borrower, unless such loss is the result of the gross negligence
or willful misconduct of the Collateral Agent.
5.2 Borrower shall appear in and defend any action or proceeding of
which Borrower is aware which could reasonably be expected to
affect Borrower's title to, or the Collateral Agent's interest in,
the Pledged Collateral owned by Borrower and the proceeds thereof;
PROVIDED, HOWEVER, that Borrower may settle such actions or
proceedings with respect to the Pledged Collateral Borrower owns
with the consent of the Collateral Agent, which consent shall not
be unreasonably withheld or delayed.
5.3 Borrower shall keep separate, accurate and complete records of the
Pledged Collateral owned by Borrower, disclosing the Collateral
Agent's security interest hereunder.
5.4 Borrower shall comply with all laws applicable to the Pledged
Collateral unless such noncompliance would not individually or in
the aggregate materially impair the use or value of the Pledged
Collateral or the Collateral Agent's rights hereunder.
5.5 Borrower shall pay any and all taxes, duties, fees or imposts of
any nature imposed by any state, federal or local authority on any
of the Pledged Collateral, except to the extent contested in good
faith by appropriate proceedings.
5.6 Borrower shall permit the Collateral Agent, its officers,
employees and agents at reasonable times to inspect all books and
records related to the Pledged Collateral.
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5.7 To the extent, following the date hereof, Borrower acquires
capital stock of any Subsidiary or any of the rights, property or
securities described in the definition of Pledged Collateral with
respect to such Subsidiary, such stock, rights, property or
securities shall be, upon such acquisition, pledged to the
Collateral Agent, for the benefit of the Secured Parties, and
Borrower shall deliver an updated SCHEDULE A hereto to the
Collateral Agent.
5.8 Borrower shall not sell, assign, transfer or otherwise dispose of
the Pledged Collateral.
6. OTHER RIGHTS WITH RESPECT TO PLEDGED COLLATERAL. In addition to the other
rights with respect to the Pledged Collateral granted to the Collateral
Agent, for the benefit of the Secured Parties, hereunder, at any time and
from time to time, after and during the continuation of an Event of
Default, the Collateral Agent, at its option and at the expense of the
Borrower, may (a) transfer into its own name, or into the name of its
nominee, all or any part of the Pledged Collateral, thereafter receiving
all dividends, income or other distributions upon the Pledged Collateral;
(b) take control of and manage all or any of the Pledged Collateral; (c)
apply to the payment of any of the Secured Obligations, whether any be
due and payable or not, any moneys, including cash dividends and income
from any Pledged Collateral, now or hereafter in the hands of the
Collateral Agent or any Affiliate of the Collateral Agent, on deposit or
otherwise, belonging to Borrower, as the Collateral Agent, in its sole
discretion, shall determine; and (d) do anything which Borrower is
required but fails to do hereunder.
7. ADDITIONAL REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any
Event of Default and while such Event of Default shall be continuing, the
Collateral Agent shall have, in addition to all rights and remedies of a
secured party under the Code or other applicable law, and in addition to
its rights under SECTION 6 above and under the other Credit Documents,
the following rights and remedies:
7.1 The Collateral Agent may, after thirty (30) days' advance notice
to Borrower, sell, assign, give an option or options to purchase
or otherwise dispose of the Pledged Collateral or any part thereof
at public or private sale, at any of the Collateral Agent's
offices or elsewhere, for cash, on credit or for future delivery,
and upon such other terms as the Collateral Agent may deem
commercially reasonable. Borrower agrees that thirty (30) days'
advance notice of the time and place of any public sale or the
time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be
obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given. The Collateral Agent may adjourn
any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so
adjourned. Borrower recognizes that the Collateral Agent may be
compelled to resort to one or more private sales of the Pledged
Collateral to a restricted group of purchasers who will be obliged
to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution
or resale thereof.
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7.2 The proceeds of any collection, sale or other disposition of the
Pledged Collateral of Borrower, or any part thereof, shall, after
the Collateral Agent has made all deductions of expenses,
including but not limited to attorneys' fees and other expenses
incurred in connection with repossession, collection, sale or
disposition of such Pledged Collateral or in connection with the
enforcement of the Collateral Agent's rights with respect to the
Pledged Collateral in any insolvency, bankruptcy or reorganization
proceedings, be applied against the Secured Obligations, whether
or not all the same be then due and payable, as follows:
7.2.1 first, to the Secured Obligations and to reimburse the
Collateral Agent for out-of-pocket costs, expenses and
disbursements, including without limitation reasonable
attorneys' fees and legal expenses, incurred by the
Collateral Agent in connection with realizing on the
Pledged Collateral or collection of any obligation of
Borrower under any of the Credit Documents, including
advances made subsequent to an Event of Default by the
Collateral Agent or any of the Secured Parties for the
reasonable maintenance, preservation, protection or
enforcement of, or realization upon, the Pledged
Collateral, including without limitation advances for
taxes, insurance, repairs, and the like, and reasonable
expenses incurred to sell or otherwise realize on, or
prepare for sale of or other realization on, any of the
Pledged Collateral, in such order as the Collateral Agent
may determine in its discretion; and
7.2.2 the balance, if any, as required by law.
8. COLLATERAL AGENT'S DUTIES. The powers conferred on the Collateral Agent
hereunder are solely to protect its interest and the interests of the
Secured Parties in the Pledged Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the safe custody of any
Pledged Collateral in its possession and the accounting for moneys
actually received by it hereunder and as otherwise provided in the
Collateral Agency and Intercreditor Agreement, Collateral Agent shall
have no duty as to any Pledged Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other
rights pertaining to any Pledged Collateral.
9. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise, and no delay in
exercising, on the part of the Collateral Agent, any right, power or
privilege hereunder shall operate as a waiver of any such right, power or
privilege; nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any further exercise of any such right,
power or privilege or the exercise of any other right, power or
privilege. The remedies herein provided are cumulative and not exclusive
of any remedies provided under the other Credit Documents or by law.
Borrower waives any right to require the Collateral Agent to proceed
against any other Person or to exhaust any of the Pledged Collateral or
other security for the Obligations or to pursue any remedy in the
Collateral Agent's power.
10. ASSIGNMENT. All rights of the Collateral Agent under this Agreement shall
inure to the benefit of its successors and assigns. All obligations of
Borrower shall bind its
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successors and assigns; provided, however, Borrower may not assign or
transfer any of its rights and obligations hereunder or any interest
herein.
11. SUBJECT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. Any and all
rights granted to the Collateral Agent under this Agreement are to be
held and exercised by the Collateral Agent pursuant to the terms of the
Collateral Agency and Intercreditor Agreement. Any and all obligations
hereunder of the parties to this Agreement, and the rights granted to the
Collateral Agent hereunder, are created and granted subject to the terms
of the Collateral Agency and Intercreditor Agreement.
12. SEVERABILITY. Any provision of this Agreement which shall be held invalid
or unenforceable shall be ineffective without invalidating the remaining
provisions hereof.
13. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the internal laws of the State of Ohio without regard to its
conflicts of law principles, except to the extent the validity or
perfection of the security interests or the remedies hereunder in respect
of any Pledged Collateral are governed by the law of a jurisdiction other
than the State of Ohio.
14. NOTICES. All notices, requests, demands, directions and other
communications (collectively, "notices") given to or made upon any party
hereto under the provisions of this Agreement shall be by telephone or in
writing (including telex or facsimile communication) unless otherwise
expressly permitted hereunder and shall be delivered or sent by telex or
facsimile to the respective parties at the addresses and numbers set
forth below or in accordance with any subsequent unrevoked written
direction from any party to the others. All notices shall, except as
otherwise expressly herein provided, be effective in the case of telex or
facsimile, when received, in the case of hand-delivered notice, when hand
delivered, or in the case of telephone when telephoned, provided,
however, that in order to be effective, telephonic notices must be
confirmed in writing no later than the next day by letter, facsimile or
telex.
The Collateral Agent:
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KeyBank National Association
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Fender
Telecopier No.: (000) 000-0000
Borrower:
The Kroll O'Gara Company
0000 XxXxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attn: General Counsel
Telecopier: (000) 000-0000
and
The Xxxxx-X'Xxxx Company
000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Financial Officer
Telecopier: 000-000-0000
15. SPECIFIC PERFORMANCE. Borrower acknowledges and agrees that, in addition
to the other rights of the Collateral Agent hereunder and under the other
Credit Documents, because the Collateral Agent's remedies at law for
failure of Borrower to comply with the provisions hereof relating to the
Collateral Agent's rights (i) to inspect the books and records related to
the Pledged Collateral, (ii) to receive the various notifications
Borrower is required to deliver hereunder, (iii) to obtain copies of
agreements and documents as provided herein with respect to the Pledged
Collateral, (iv) to enforce the provisions hereof pursuant to which
Borrower has appointed the Collateral Agent its attorney-in-fact, and (v)
to enforce the Collateral Agent's remedies hereunder, would be inadequate
and that any such failure would not be adequately compensable in damages,
Borrower agrees that each such provision hereof may be specifically
enforced.
16. VOTING RIGHTS IN RESPECT OF THE PLEDGED COLLATERAL. So long as no Event
of Default shall occur and be continuing under the Collateral Agency and
Intercreditor Agreement, Borrower may exercise any and all voting and
other consensual rights pertaining to the Pledged Collateral or any part
thereof for any purpose not inconsistent with the terms of this Agreement
or the other Credit Documents; PROVIDED, HOWEVER, that Borrower will not
exercise or will refrain from exercising any such right, as the case may
be, if such action would have a material adverse effect on the value of
any Pledged Collateral.
17. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements relating to a grant of a security
interest in the Pledged Collateral by Borrower.
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This Agreement may not be amended or supplemented except by a writing
signed by the Collateral Agent and Borrower.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts,
each of which when so executed will be deemed to be an original and all
of which taken together will constitute one and the same agreement. Any
party so executing this Agreement by facsimile transmission shall
promptly deliver a manually executed counterpart, provided that any
failure to do so shall not affect the validity of the counterpart
executed by facsimile transmission.
19. DESCRIPTIVE HEADINGS. The descriptive headings which are used in this
Agreement are for the convenience of the parties only and shall not
affect the meaning of any provision of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
KEYBANK NATIONAL ASSOCIATION,
in its capacity as Collateral Agent
By:
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Xxxxx X. Fender
Senior Vice President
THE XXXXX-X'XXXX COMPANY
By:
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Xxxxx Xxxxxx
Title:
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SCHEDULE A
TO
STOCK PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED COLLATERAL
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SHAREHOLDER TYPE AND AMOUNT OF OWNERSHIP
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The Kroll O'Gara Company 100% common stock of X'Xxxx-Xxxx & Xxxxxxxxxx Armoring Company
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The Kroll O'Gara Company 100% common stock of O'Gara Satellite Networks, Inc.
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The Kroll X'Xxxx Company 65% ordinary shares of O'Gara Satellite Networks Limited, an Irish
Corporation
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The Kroll X'Xxxx Company 65% ordinary shares of O'Gara Satellite Networks
Limited, a corporation under the laws of England and Wales
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The Kroll X'Xxxx Company 65% ordinary shares of Next Destination Limited,
a corporation under the laws of England and Wales
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company 100% common stock of O'Gara Security Associates, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 65% ordinary shares of The O'Gara Company FSC, Inc., a Barbados
corporation
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The Kroll X'Xxxx Company 100% common stock of Kroll Holdings, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 100% common stock of L.A.M.B. Acquisition, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 100% common stock of L.A.M.B. Acquisition II, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 100% common stock of InPhoto Surveillance, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company 100% common stock of Laboratory Specialists of America, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 100% common stock of Kroll Schiff & Associates, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 100% common stock of Securify, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company 100% common stock of Financial Research, Inc.
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The Kroll X'Xxxx Company 65% ordinary shares of Xxxxx-X'Xxxx UK Limited,
a limited corporation under the laws of England and Wales
---------------------------------------------------------------------------------------------------------------
The Kroll X'Xxxx Company 100% common stock of Kroll Background America, Inc.
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, __________________________ does hereby sell, assign
and transfer unto _____________________, as Collateral Agent for Secured
Parties, ________________ (____) Shares of the Common Capital Stock of
X'XXXX-XXXX & XXXXXXXXXX ARMORING COMPANY, standing in the undersigned's name on
the books of such corporation represented by Certificate No. _____________ and
does hereby irrevocably constitute and appoint _______________________ attorney
to transfer such stock on the books of the within named Corporation with full
power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
-----------------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ___________________________________ does hereby sell,
assign and transfer unto ____________________________________________, as
Collateral Agent for Secured Parties, __________________ (___) Shares of the
Common Capital Stock of O'GARA SATELLITE NETWORKS, INC., standing in the
undersigned's name on the books of such corporation represented by Certificate
No. ______________ and does hereby irrevocably constitute and appoint
________________________________ attorney to transfer such stock on the books of
the within named Corporation with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
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THE XXXXX-X'XXXX COMPANY
By:
----------------------
Name: Xxxxx Xxxxxx
In presence of
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ________________________ does hereby sell, assign and
transfer unto ___________________________________, as Collateral Agent for
Secured Parties, _____________________ (___) Shares of the Ordinary Shares of
O'GARA SATELLITE NETWORKS LIMITED, an Irish corporation, standing in the
undersigned's name on the books of such corporation represented by Certificate
No. __________________ and does hereby irrevocably constitute and appoint
__________________________ attorney to transfer such stock on the books of the
within named Corporation with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
----------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, __________________________ does hereby sell, assign
and transfer unto __________________________________, as Collateral Agent for
Secured Parties, _____________________ (____) Shares of the Ordinary Shares of
O'GARA SATELLITE NETWORKS LIMITED, a corporation under the laws of England and
Wales, standing in the undersigned's name on the books of such corporation
represented by Certificate No. ______________ and does hereby irrevocably
constitute and appoint ____________________________ attorney to transfer such
stock on the books of the within named Corporation with full power of
substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
------------------------------
Name: Xxxxx Xxxxxx
In presence of
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ___________________________________ does hereby sell,
assign and transfer unto _______________________________, as Collateral Agent
for Secured Parties, __________________________ (____) Shares of the Ordinary
Shares of NEXT DESTINATION LIMITED, standing in the undersigned's name on the
books of such corporation represented by Certificate No. _____________________
and does hereby irrevocably constitute and appoint ____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
-----------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
17
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ____________________________ does hereby sell, assign
and transfer unto ______________________________________, as Collateral Agent
for Secured Parties, ___________________ (____) Shares of the Common Capital
Stock of O'GARA SECURITY ASSOCIATES, INC. standing in the undersigned's name on
the books of such corporation represented by Certificate No. ___________________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
-------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
18
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, __________________________ does hereby sell, assign
and transfer unto ________________________________, as Collateral Agent for
Secured Parties, ______________________ (_________) Shares of the Ordinary
Shares of THE O'GARA COMPANY FSC, INC., standing in the undersigned's name on
the books of such corporation represented by Certificate No. __________________
and does hereby irrevocably constitute and appoint ____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
-----------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
19
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _____________________________ does hereby sell,
assign and transfer unto ______________________________, as Collateral Agent for
Secured Parties, ____________________ (_____) Shares of the Common Capital Stock
of KROLL HOLDINGS, INC., standing in the undersigned's name on the books of such
corporation represented by Certificate No. _________________ and does hereby
irrevocably constitute and appoint _________________________________ attorney to
transfer such stock on the books of the within named Corporation with full power
of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
20
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _______________________________ does hereby sell,
assign and transfer unto _____________________________, as Collateral Agent for
Secured Parties, ____________________ (______) Shares of the Common Capital
Stock of L.A.M.B. ACQUISITION, INC., standing in the undersigned's name on the
books of such corporation represented by Certificate No. ____________________
and does hereby irrevocably constitute and appoint ___________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
----------------------------------
21
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _______________________________ does hereby sell,
assign and transfer unto ______________________________, as Collateral Agent for
Secured Parties, ____________________ (_______) Shares of the Common Capital
Stock of L.A.M.B. ACQUISITION II, INC., standing in the undersigned's name on
the books of such corporation represented by Certificate No. ___________________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
----------------------------------
22
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ____________________________ does hereby sell, assign
and transfer unto ________________________________, as Collateral Agent for
Secured Parties, ______________________ (__________) Shares of the Common
Capital Stock of INPHOTO SURVEILLANCE, INC., standing in the undersigned's name
on the books of such corporation represented by Certificate No. _______________
and does hereby irrevocably constitute and appoint ___________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
23
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ____________________________ does hereby sell, assign
and transfer unto ___________________________________, as Collateral Agent for
Secured Parties, _________________ (________) Shares of the Common Capital Stock
of LABORATORY SPECIALISTS OF AMERICA, INC., standing in the undersigned's name
on the books of such corporation represented by Certificate No. _______________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
--------------------------------
24
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ______________________________ does hereby sell,
assign and transfer unto _________________________________, as Collateral Agent
for Secured Parties, __________________ (_________) Shares of the Common Capital
Stock of KROLL XXXXXX & ASSOCIATES, INC., standing in the undersigned's name on
the books of such corporation represented by Certificate No. ___________________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
-----------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
25
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _________________________ does hereby sell, assign
and transfer unto ___________________________________, as Collateral Agent for
Secured Parties, ____________________ (__________) Shares of the Common Capital
Stock of SECURIFY, INC., standing in the undersigned's name on the books of such
corporation represented by Certificate No. _______________ and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such stock on the books of the within named Corporation with full power
of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
------------------------------------
26
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ___________________________ does hereby sell, assign
and transfer unto ______________________________, as Collateral Agent for
Secured Parties, ____________________ (_____) Shares of the Common Capital Stock
of FINANCIAL RESEARCH, INC., standing in the undersigned's name on the books of
such corporation represented by Certificate No. and does hereby irrevocably
constitute and appoint _____________________________ attorney to transfer such
stock on the books of the within named Corporation with full power of
substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
--------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
27
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ________________________________ does hereby sell,
assign and transfer unto _________________________, as Collateral Agent for
Secured Parties, ( _______ ) Shares of the Ordinary Shares of XXXXX-X'XXXX UK
LIMITED standing in the undersigned's name on the books of such corporation
represented by Certificate No. _______________ and does hereby irrevocably
constitute and appoint ____________________ attorney to transfer such stock on
the books of the within named Corporation with full power of substitution in the
premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
------------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
28
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _______________________________ does hereby sell,
assign and transfer unto __________________________________, as Collateral Agent
for Secured Parties, _______________________ (__________) Shares of the Common
Capital Stock of KROLL BACKGROUND AMERICA, INC. standing in the undersigned's
name on the books of such corporation represented by Certificate NO.
____________________ and does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named Corporation with full power of substitution in the premises.
Further under penalties of perjury, the undersigned certifies:
1. That the number shown on this form is the undersigned's correct
taxpayer identification number.
2. That the undersigned is not subject to backup withholding either
because the undersigned has not been notified that the undersigned
is subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service
has notified the undersigned that the undersigned is no longer
subject to backup withholding.
Taxpayer Identification #00-0000000
Dated
-----------------------------
THE XXXXX-X'XXXX COMPANY
By:
---------------------------------
Name: Xxxxx Xxxxxx
In presence of
-----------------------------------
