Guaranty Agreement for $35,000,000 Senior Notes by Kroll-O'Gara Company and Subsidiaries, March 30, 2001

Summary

This agreement, dated March 30, 2001, is between multiple subsidiaries of Kroll-O'Gara Company (the Guarantors) and the holders of $35 million in Senior Notes due May 31, 2003. The Guarantors promise to unconditionally guarantee payment of the notes and related obligations if Kroll-O'Gara Company fails to pay. The agreement outlines the Guarantors' responsibilities, waivers, and the rights of noteholders. It remains in effect until all obligations are satisfied and may be amended only in writing. The agreement is governed by New York law.

EX-4.3 4 l87296aex4-3.txt EXHIBIT 4.3 1 Exhibit 4.3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -------------------------- GUARANTY AGREEMENT -------------------------- DATED AS OF MARCH 30, 2001 RE: $35,000,000 SENIOR NOTES DUE MAY 31, 2003 ISSUED BY THE KROLL-O'GARA COMPANY (FORMERLY KNOWN AS THE O'GARA COMPANY) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS

i 3 Annex 1 -- Addresses of Guarantors Annex 2 -- Form of Joinder Agreement ii 4 GUARANTY AGREEMENT GUARANTY AGREEMENT, dated as of March 30, 2001 (as may be amended, restated or otherwise modified from time to time, this "AGREEMENT"), by and among Corplex, Inc., a New York corporation, Inphoto Surveillance, Inc., an Illinois corporation, Kroll Associates, Inc., a Delaware corporation, Kroll Associates International Holdings, Inc., a Delaware corporation, Kroll Background America, Inc., a Tennessee corporation, Kroll Buchler Phillips, Ltd., an English corporation, Kroll Environmental Enterprises, Inc., a Delaware corporation, Kroll Holdings, Inc., a Delaware corporation, Kroll Information Services, Inc., a Delaware corporation, Kroll Laboratory Specialists, Inc., a Louisiana corporation, Kroll Lindquist Avey, Inc., a Texas corporation, Kroll Schiff & Associates, Inc., a Texas corporation, Kroll-O'Gara Crisis Management Group, Inc., a Virginia company, ITI Limited Partnership, a Texas limited partnership, International Training, Incorporated, a Virginia corporation, O'Gara-Hess & Eisenhardt Armoring Company, a Delaware corporation, O'Gara Satellite Networks, Inc., a Delaware corporation, and O'Gara Security International, Inc., a Delaware corporation, and each other Person that becomes a party hereto from time to time by execution and delivery of a Joinder Agreement (such Persons, including their respective successors and assigns, herein referred to as the "GUARANTORS"), in favor of each of the Noteholders (as such term is hereinafter defined). 1. PRELIMINARY STATEMENTS 1.1 Pursuant to the separate Amended and Restated Note Purchase Agreements dated as of March 30, 2001 (collectively, as may be amended, restated or otherwise modified from time to time, the "NOTE PURCHASE AGREEMENT"), between The Kroll-O'Gara Company, formerly known as The O'Gara Company, (the "COMPANY"), and each of the parties listed on Schedule A attached thereto, the Company has agreed to amend and restate certain existing Note Purchase Agreements pursuant to which the Company, among other things, issued its Senior Notes originally due May 30, 2004, and as amended, due May 30, 2003, in the aggregate principal amount of Thirty-Five Million Dollars ($35,000,000) (such Senior Notes as so amended and as may be amended from time to time herein referred to as the "NOTES"). 1.2 As contemplated by the terms of the Note Purchase Agreement, each of the Guarantors has agreed to become a Guarantor hereunder. 1.3 Each Guarantor will receive direct and indirect economic, financial and other benefits from the transactions contemplated by the Note Purchase Agreement and the Notes by the Company, and under this Agreement, and such transactions are in the best interests of such Guarantor. 1.4 All acts and proceedings required by law and by the constitutive documents of each Guarantor necessary to constitute this Agreement a valid and binding agreement for the uses and 5 purposes set forth herein in accordance with its terms have been done and taken, and the execution and delivery hereof have been in all respects duly authorized. 2. GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS 2.1 GUARANTIED OBLIGATIONS. (a) Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and other consideration, hereby irrevocably, unconditionally and absolutely guaranties, on a continuing basis, to each holder of Notes (each herein referred to as a "NOTEHOLDER") as and for such Guarantor's own debt: (i) the prompt payment of the principal of the Notes and any and all accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Notes and all other obligations of the Company to the Noteholders under the Note Purchase Agreement when due, whether by mandatory or optional prepayment, acceleration or otherwise, all in accordance with the terms of the Note Purchase Agreement and the Notes, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes, including, without limitation, the reasonable fees and disbursements of Noteholders' special counsel, (ii) the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Note Purchase Agreement and the Notes to be performed or observed on the part of the Company, and (iii) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of Noteholders' special counsel. All of the obligations set forth in subsections (i), (ii) and (iii) of this Section 2.1 are referred to herein as the "GUARANTIED OBLIGATIONS" and the guaranty thereof contained herein is a primary, original and immediate obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and performance and shall remain in full force and effect until the full, final and indefeasible payment of the Guarantied Obligations. 6 (b) If for any reason any duty, agreement or obligation of the Company contained in the Note Purchase Agreement shall not be performed or observed by the Company as provided therein, or if any amount payable under or in connection with the Note Purchase Agreement or the Notes shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Noteholders regardless of any defense or setoff or counterclaim which the Company may have or assert, and regardless of any other condition or contingency. 2.2 WAIVERS AND OTHER AGREEMENTS. Each Guarantor hereby unconditionally (a) waives any requirement that the Noteholders, upon the occurrence of an Event of Default, first make demand upon, or seek to enforce remedies against, the Company before demanding payment under or seeking to enforce the obligations of such Guarantor under this Agreement, (b) agrees that the obligations of such Guarantor under this Agreement will not be discharged except by complete performance of all obligations of the Company contained in the Note Purchase Agreement, the Notes and the other Financing Documents, (c) agrees that the obligations of such Guarantor under this Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of the Note Purchase Agreement, the Notes or any other Financing Document, or any limitation on the liability of any Guarantor under this Agreement, or any limitation on the method or terms of payment under the Note Purchase Agreement, the Notes or any other Financing Document which may at any time be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Company under or in connection with, the Note Purchase Agreement, the Notes or any other Financing Document, and further waives any requirement of notice of acceptance of, or other formality relating to, the obligations of such Guarantor under this Agreement, and (e) agrees that to the extent the Company makes a payment or payments to any Noteholder, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party or officer under any bankruptcy, reorganization, arrangement, insolvency, 7 readjustment of debt, dissolution or liquidation law of any jurisdiction, state or federal law, or any common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made and each Guarantor shall be primarily liable for such obligation. 2.3 NATURE OF GUARANTY. The obligations of each Guarantor under this Agreement constitute an absolute and unconditional and irrevocable guaranty of payment and not a guaranty of collection and are wholly independent of and in addition to other rights and remedies of the Noteholders and are not contingent upon the pursuit by the Noteholders of any such rights and remedies, such pursuit being hereby waived by such Guarantor. Notwithstanding anything to the contrary set forth in the Note Purchase Agreement, the Notes or any other Financing Document, the obligations of each Guarantor under this Agreement are joint and several with the obligations of each other Guarantor and any other guarantor of all or any part of the Guarantied Obligations. 2.4 OBLIGATIONS ABSOLUTE. The obligations, covenants, agreements and duties of each Guarantor under this Agreement shall not be released, affected or impaired by any of the following, whether or not undertaken with notice to or consent of such Guarantor: (a) any assignment or transfer, in whole or in part, of any Note although made without notice to or consent of such Guarantor, or (b) any waiver by any Noteholder, or by any other Person, of the performance or observance by the Company of any of the agreements, covenants, terms or conditions contained in the Note Purchase Agreement or in any other Financing Document, or (c) any indulgence in or the extension of the time for payment by the Company of any amounts payable under or in connection with the Note Purchase Agreement, the Notes or any other Financing Document, or of the time for performance by the Company of any other obligations under or arising out of the Note Purchase Agreement, the Notes or any other Financing Document, or the extension or renewal thereof, or (d) the modification, amendment or waiver (whether material or otherwise) of any duty, agreement or obligation of the Company set forth in the Note Purchase Agreement, the Notes or any other Financing Document (the modification, amendment or waiver from time to time of the Note Purchase Agreement, the Notes and the other Financing Documents being expressly authorized without further notice to or consent of such Guarantor), or 8 (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting the Company or any of its assets, or (f) the merger or consolidation of the Company or any Guarantor with any other Person, or (g) the release or discharge of the Company from the performance or observance of any agreement, covenant, term or condition contained in the Note Purchase Agreement, the Notes or any other Financing Document, by operation of law, or (h) any other cause, whether similar or dissimilar to the foregoing, that would release, affect or impair the obligations, covenants, agreements or duties of any Guarantor under this Agreement. 2.5 NO INVESTIGATION BY NOTEHOLDERS. Each Guarantor hereby waives unconditionally any obligation that, in the absence of such provision, the Noteholders might otherwise have to investigate or to assure that there has been compliance with the law of any jurisdiction with respect to the Guarantied Obligations, recognizing that, to save both time and expense, such Guarantor has requested that the Noteholders not undertake such investigation. Each Guarantor hereby expressly confirms that the obligations of such Guarantor hereunder shall remain in full force and effect without regard to compliance or noncompliance with any such law and irrespective of any investigation or knowledge of any such law by any Noteholder. 2.6 INDEMNITY. As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes and agrees with the Noteholders that, should the Guarantied Obligations not be recoverable from such Guarantor under Section 2.1 for any reason whatsoever (including, without limitation, by reason of any provision of the Note Purchase Agreement or the Notes or any other agreement or instrument executed in connection therewith being or becoming void, unenforceable or otherwise invalid under any applicable law) then, notwithstanding any knowledge thereof by any Noteholder at any time, such Guarantor as sole, original and independent obligor, upon demand by any Noteholder, will make payment of the Guarantied Obligations to such Noteholder by way of a full indemnity in such currency and otherwise in such manner as is provided in the Note Purchase Agreement and the Notes. 9 2.7 SUBORDINATION, SUBROGATION, ETC. Each Guarantor agrees that any present or future indebtedness, obligations or liabilities of the Company to such Guarantor shall be fully subordinate and junior in right and priority of payment to any present or future indebtedness, obligations or liabilities of the Company to the Noteholders. Each Guarantor waives any right of subrogation to the rights of the Noteholders against the Company or any other Person obligated for payment of the Guarantied Obligations and any right of reimbursement, contribution or indemnity whatsoever (including, without limitation, any such right as against any other Guarantor) arising or accruing out of any payment that such Guarantor may make pursuant to this Agreement, and any right of recourse to security for the debts and obligations of the Company, unless and until the entire amount of the Guarantied Obligations shall have been paid in full. 2.8 WAIVER. To the extent that it lawfully may, each Guarantor agrees that it will not at any time insist upon or plead, or in any manner whatsoever claim or take any benefit or advantage of, any applicable present or future stay, extension or moratorium law, which may affect observance or performance of the provisions of this Agreement, the Note Purchase Agreement, the Notes or any other Financing Document; nor will it claim, take or insist upon any benefit or advantage of any present or future law providing for the evaluation or appraisal of any security for its obligations hereunder or the Company under the Note Purchase Agreement, the Notes or any other Financing Document prior to any sale or sales thereof which may be made under or by virtue of any instrument governing the same; nor will it, after any such sale or sales, claim or exercise any right, under any applicable law, to redeem any portion of such security so sold. 2.9 LIMITATION ON GUARANTIED OBLIGATIONS. Notwithstanding anything in Section 2.1 or elsewhere in this Agreement or any other Financing Document to the contrary, the obligations of each Guarantor under this Agreement shall at each point in time be limited to an aggregate amount equal to the greatest amount that would not result in such obligations being subject to avoidance, or otherwise result in such obligations being unenforceable, at such time under applicable law (including, without limitation, to the extent, and only to the extent, applicable to any such Guarantor, Section 548 of the Bankruptcy Code of the United States of America and any comparable provisions of the law of any other jurisdiction, any capital preservation law of any jurisdiction and any other law of any jurisdiction that at such time limits the enforceability of the obligations of such Guarantor under this Agreement). 10 2.10 MARSHALING. Neither any Noteholder nor any Person acting for the benefit of any Noteholder shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guarantied Obligations. 2.11 SETOFF, COUNTERCLAIM OR OTHER DEDUCTIONS. Except as otherwise required by law, each payment by each Guarantor shall be made without setoff, counterclaim or other deduction. 2.12 NO ELECTION OF REMEDIES BY NOTEHOLDERS. No election to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of such Noteholder's right to proceed in any other form of action or proceeding or against other parties unless such Noteholder has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by any Noteholder against the Company or any Guarantor under any document or instrument evidencing obligations of the Company or any Guarantor to such Noteholder shall serve to diminish the liability of any Guarantor under this Agreement, except to the extent that such Noteholder finally and unconditionally shall have realized payment by such action or proceeding in respect of the Guarantied Obligations. 2.13 SEPARATE ACTION; OTHER ENFORCEMENT RIGHTS. Each of the rights and remedies granted under this Agreement to each Noteholder in respect of the Notes held by such Noteholder may be exercised by such Noteholder without notice by such Noteholder to, or the consent of or any other action by, any other Noteholder. Each Noteholder may proceed to protect and enforce this Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement contained herein or in execution or aid of any power herein granted or for the recovery of judgment for the obligations hereby guarantied or for the enforcement of any other proper, legal or equitable remedy available under applicable law. 2.14 NOTEHOLDER SETOFF. Each Noteholder shall have, to the fullest extent permitted by law and this Agreement, a right of set-off against any and all credits and any and all other property of each Guarantor now or at any time whatsoever, with or in the possession of such Noteholder, or anyone acting for such Noteholder, to ensure the full performance of any and all obligations of each Guarantor hereunder. 11 2.15 DELAY OR OMISSION; NO WAIVER. No course of dealing on the part of any Noteholder and no delay or failure on the part of any such Person to exercise any right hereunder shall impair such right or operate as a waiver of such right or otherwise prejudice such Person's rights, powers and remedies hereunder. Every right and remedy given by this Agreement or by law to any Noteholder may be exercised from time to time as often as may be deemed expedient by such Person. 2.16 RESTORATION OF RIGHTS AND REMEDIES. If any Noteholder shall have instituted any proceeding to enforce any right or remedy under this Agreement or under any Note held by such Noteholder, and such proceeding shall have been dismissed, discontinued or abandoned for any reason, or shall have been determined adversely to such Noteholder, then and in every such case each such Noteholder, the Company and each Guarantor shall, except as may be limited or affected by any determination (including, without limitation, any determination in connection with any such dismissal) in such proceeding, be restored severally and respectively to its respective former positions hereunder and thereunder, and thereafter, subject as aforesaid, the rights and remedies of such Noteholders shall continue as though no such proceeding had been instituted. 2.17 CUMULATIVE REMEDIES. No remedy under this Agreement, the Note Purchase Agreement, the Notes or any other Financing Document is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given pursuant to this Agreement, the Note Purchase Agreement, the Notes or any other Financing Document. 3. INTERPRETATION OF THIS AGREEMENT 3.1 TERMS DEFINED. As used in this Agreement, the capitalized terms have the meaning specified in the Note Purchase Agreement unless otherwise specified below or set forth in the section of this Agreement referred to immediately following such term (such definitions, unless otherwise expressly provided, to be equally applicable to both the singular and plural forms of the terms defined): AGREEMENT, THIS -- has the meaning assigned to such term in the first paragraph hereof. COMPANY -- is defined in Section 1.1. GUARANTIED OBLIGATIONS -- is defined in Section 2.1. 12 GUARANTORS -- has the meaning assigned to such term in the first paragraph hereof. NOTE PURCHASE AGREEMENT -- is defined in Section 1.1. NOTEHOLDER -- is defined in Section 2.1. NOTES -- is defined in Section 1.1. 3.2 SECTION HEADINGS AND CONSTRUCTION. (a) SECTION HEADINGS, ETC. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder" and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. (b) CONSTRUCTION. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 4. WARRANTIES AND REPRESENTATIONS Each Guarantor warrants and represents, as of the date such Guarantor becomes a Guarantor hereunder, that each of the warranties and representations made by the Company in Section 4 of the Note Purchase Agreement with respect to Subsidiaries or the Guarantors generally are true with respect to such Guarantor on the date that such Guarantor becomes a Guarantor, with the same effect as though such warranties and representations were made on and as of such date rather than on and as of the date of this Agreement. 5. MISCELLANEOUS 5.1 SUCCESSORS AND ASSIGNS. (a) All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. (b) Each Guarantor agrees to take such action as may be reasonably requested by any Noteholder to confirm such Guarantor's guaranty of the Guarantied Obligations in 13 connection with the transfer of the Notes of such Noteholder. 5.2 SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 5.3 COMMUNICATIONS. All communications hereunder shall be in writing, shall be delivered in the manner required by the Note Purchase Agreement, and shall be addressed, if to any Guarantor, at the applicable address set forth on ANNEX 1 hereto, and if to any of the Noteholders: (a) if such Noteholder is a holder of the Notes on the Restatement Date, at the address for such Noteholder set forth on Schedule A to the Note Purchase Agreement, and further including any parties referred to on such Schedule A which are required to receive notices in addition to such Noteholder, and (b) if such Noteholder is not a holder of the Notes on the Restatement Date, at the address for such Noteholder set forth in the register for the registration and transfer of Notes maintained pursuant to Section 11.1 of the Note Purchase Agreement, or to any such party at such other address as such party may designate by notice duly given in accordance with this Section 5.3. Notices shall be deemed given only when actually received. 5.4 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 5.5 BENEFITS OF GUARANTY RESTRICTED TO NOTEHOLDERS. Nothing express or implied in this Agreement is intended or shall be construed to give to any Person other than the Guarantors and the Noteholders any legal or equitable right, remedy or claim under or in respect hereof or any covenant, condition or provision therein or herein contained, 14 and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Guarantors and the Noteholders. 5.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or made in writing by any Guarantor in connection herewith shall survive the execution and delivery of this Agreement. 5.7 AMENDMENT. This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that no amendment or waiver of any of the provisions of Section 2, or any defined term as it is used therein, will be effective unless consented to by each Guarantor and each Noteholder in writing; provided that this Agreement may, in the manner specified in Section 5.8, be amended to add one or more new Guarantors hereunder without the consent of any other Guarantor or any holder of Notes. 5.8 JOINDER AGREEMENT. Upon execution and delivery by any Person of a counterpart of a Joinder Agreement substantially in the form attached to this Agreement as ANNEX 2, this Agreement shall for all purposes, without further action, be deemed to have been amended to add such Person as a Guarantor hereunder with the same effect as if such Person had been an original party hereto. 5.9 SURVIVAL. So long as the Guarantied Obligations and all payment obligations of each Guarantor hereunder shall not have been fully and finally performed and indefeasibly paid, the obligations of each Guarantor hereunder shall survive the transfer and payment of any Note and the payment in full of all the Notes. 5.10 EXECUTION IN COUNTERPART. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. [REMAINDER OF PAGE INTENTIONALLY BLANK. NEXT PAGE IS SIGNATURE PAGE.] 15 IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be executed on its behalf by one of its duly authorized officers. CORPLEX, INC. By__________________________________ Name: Title: INPHOTO SURVEILLANCE, INC. By__________________________________ Name: Title: KROLL ASSOCIATES, INC. By__________________________________ Name: Title: KROLL ASSOCIATES INTERNATIONAL HOLDINGS, INC. By__________________________________ Name: Title: KROLL BACKGROUND AMERICA, INC. By__________________________________ Name: Title: 16 KROLL ENVIRONMENTAL ENTERPRISES, INC. By__________________________________ Name: Title: KROLL HOLDINGS, INC. By__________________________________ Name: Title: KROLL INFORMATION SERVICES, INC. By__________________________________ Name: Title: KROLL LABORATORY SPECIALISTS, INC. By__________________________________ Name: Title: KROLL LINDQUIST AVEY, INC. By__________________________________ Name: Title: 17 KROLL SCHIFF & ASSOCIATES, INC. By__________________________________ Name: Title: O'GARA-HESS & EISENHARDT ARMORING COMPANY By__________________________________ Name: Title: O'GARA SATELLITE NETWORKS, INC. By__________________________________ Name: Title: O'GARA SECURITY INTERNATIONAL, INC. By__________________________________ Name: Title: 18 KROLL-O'GARA CRISIS MANAGEMENT GROUP, INC. By__________________________________ Name: Title: ITI LIMITED PARTNERSHIP By__________________________________ Name: Title: INTERNATIONAL TRAINING, INCORPORATED By__________________________________ Name: Title: KROLL BUCHLER PHILLIPS, LTD. By__________________________________ Name: Title: