ARMOR HOLDINGS, INC.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, FL 32250
August 20, 2001
The Kroll-O'Gara Company
O'Gara-Hess & Eisenhardt Armoring Company
The O'Gara Company
O'Gara Security Associates, Inc.
900 Third Avenue
New York, NY 10022
Dear Sirs,
Reference is made to the Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of April 20, 2001, by and among The Kroll-O'Gara Company,
an Ohio corporation (the "Seller"), O'Gara-Hess & Eisenhardt Armoring Company, a
Delaware corporation ("OHEAC"), The O'Gara Company, an Ohio corporation ("O'Gara
Company"), O'Gara Security Associates, Inc., an Ohio corporation ("OSA" and,
together with OHEAC and O'Gara Company, the "Companies"), Armor Holdings, Inc.,
a Delaware corporation ("AHI"), and Bengal Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of AHI ("Purchaser"). Capitalized
terms used, but not defined herein, shall have the respective meanings ascribed
to them in the Stock Purchase Agreement.
This letter sets forth our understanding with respect to the
modification of the Stock Purchase Agreement in connection with the consummation
of the transactions contemplated thereby as follows:
1. Amendment. The definition of "Termination Date" set forth in the
Stock Purchase Agreement is hereby amended by deleting the first sentence
thereof and inserting in lieu thereof the following new sentence:
"Termination Date" shall mean June 30, 2001; provided, however, that
the Termination Date shall be extended daily until seventeen (17) days after the
Registration Statement is declared effective; but in no event later than
September 14, 2001.
2. Representations and Warranties. Each party represents and warrants
to the others that (i) it has all necessary corporate power and authority to
enter into this letter agreement and to perform its obligations hereunder; (ii)
this letter agreement has been duly executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with the terms of this letter agreement, except as limited by bankruptcy,
insolvency, or other laws relating to the enforcement of creditor's
rights and by general principles of equity; and (iii) the execution, delivery
and performance of this letter agreement does not and will not, conflict with
any law, regulation, court order, or judgment applicable to it, violate its
Charter or By-laws, or result in any breach or default under, require the
consent under, or give to others any rights of termination or acceleration of
any right or obligation of it.
3. Miscellaneous.
(a) References to Agreement. On and after the date hereof, each
reference in the Stock Purchase Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Stock Purchase
Agreement shall mean and be a reference to the provisions of the Stock Purchase
Agreement as amended hereby.
(b) No Other Changes. Except as specifically amended by this letter
agreement, the Stock Purchase Agreement shall remain in full force and effect in
accordance with its terms.
(c) Notices. Any notice, demand, claim or other communication under
this letter agreement shall be in writing and shall be deemed to have been given
upon the delivery, mailing or transmission thereof, as the case may be, if
delivered personally or sent by certified mail, return receipt requested,
postage prepaid, or sent by facsimile or prepaid overnight courier to the
parties at the following addresses (or at such other addresses as shall be
specified by the parties by like notice):
If to the Seller or the Companies: If to AHI or the Purchaser:
1400 Marsh Landing Parkway
900 Third Avenue Suite 112
New York, NY 10022 Jacksonville, FL 32250
Attn.: President Attn.: President
Facsimile: (212) 308-0951 Facsimile: (904) 741-5400
with a copy to: with a copy to:
Kramer Levin Naftalis & Frankel LLP Kane Kessler, P.C.
919 Third Avenue 1350 Avenue of the America
New York, New York 10022 26th Floor
Attn.: Peter S. Kolevzon, Esq. New York, New York 10019
Facsimile: (212) 715-8000 Attn.: Robert L. Lawrence, Esq.
Facsimile: (212) 245-3009
(d) Headings; Construction. The section and other headings contained in
this letter agreement are for reference purposes only and shall not affect the
meaning or interpretation of any provisions of this letter agreement. Any
reference in this letter
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agreement to a section, exhibit or schedule shall, unless otherwise expressly
indicated, refer to a section of or an exhibit or schedule to this letter
agreement.
(e) Governing Law; Jurisdiction and Venue. This letter agreement has
been entered into and shall be construed and enforced in accordance with the
laws of the State of New York without reference to the choice of law principles
thereof. This letter agreement shall be subject to the exclusive jurisdiction of
the state or federal courts sitting in New York County, New York. The parties to
this letter agreement agree that any breach of any term or condition of this
letter agreement shall be deemed to be a breach occurring in the State of New
York by virtue of a failure to perform an act required to be performed in the
State of New York and irrevocably and expressly agree to submit to the
jurisdiction of the United States District Court for the Southern District of
New York or courts of the State of New York for the purpose of resolving any
disputes among the parties relating to this letter agreement or the transactions
contemplated hereby. The parties irrevocably waive, to the fullest extent
permitted by law, any objection which they may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this letter agreement, or any judgment entered by any court in respect hereof
brought in New York County, New York, and further irrevocably waive any claim
that any suit, action or proceeding brought in New York County, New York has
been brought in an inconvenient forum. The parties hereto agree to service of
process by certified or registered United States mail, postage prepaid,
addressed to the party in question.
(f) Further Assurances. The parties hereto shall deliver any and all
other instruments or documents reasonably requested by the other party in order
to give effect to all of the terms and provisions of this letter agreement.
(g) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
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If the foregoing accurately reflects our agreements, please so indicate
by signing a copy of this letter agreement and returning it to the undersigned.
Sincerely,
Armor Holdings, Inc. Bengal Acquisition Corp.
By:____________________________ By:____________________________
Name:_______________________ Name:_______________________
Title:______________________ Title:______________________
ACCEPTED AND AGREED:
The Kroll-O'Gara Company O'Gara-Hess & Eisenhardt Armoring Company
By:____________________________ By:____________________________
Name:_______________________ Name:_______________________
Title:______________________ Title:______________________
The O'Gara Company O'Gara Security Associates, Inc.
By:____________________________ By:____________________________
Name:_______________________ Name:_______________________
Title:______________________ Title:______________________