REGISTRATION RIGHTS AGREEMENT Dated as of February 11, 2005 by and among K&F Parent, Inc. and Lehman Brothers Inc. as the Initial PurchaserRegistration Rights Agreement • May 12th, 2005 • K&f Parent Inc • New York
This Registration Rights Agreement (this "Agreement") is dated as of February 11, 2005 by and between K&F Parent, Inc., a Delaware corporation (the "Company") and Lehman Brothers Inc., (the "Initial Purchaser"), who has agreed to purchase the Company's 111/2% Senior PIK Notes due 2015 (the "Notes") pursuant to the Purchase Agreement (as defined below).
INDEMNIFICATION AGREEMENT dated as of May [ ], 2005 betweenIndemnification Agreement • May 20th, 2005 • K&F Industries Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and
SECURITYHOLDERS AGREEMENT AMONG K&F PARENT, INC. AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS November 18, 2004Securityholders Agreement • May 12th, 2005 • K&f Parent Inc • Delaware
This Securityholders Agreement (the "Agreement") is made and entered into as of November 18, 2004, by and among (a) K&F Parent, Inc., a Delaware corporation (together with its permitted successors, the "Company"), (b) each of the stockholders, optionholders and warrantholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the "Class A Securityholders," which term shall include any Permitted Transferees thereof), and (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the "Class B Securityholders," which term shall include any Permitted Transferees thereof). The Class A Securityholders and the Class B Securityholders are referred to herein collectively as the "Securityholders."
Joint Filing AgreementJoint Filing Agreement • August 18th, 2005 • K&F Industries Holdings, Inc. • Aircraft parts & auxiliary equipment, nec
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock, $0.01 par value, of K&F Industries Holdings, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECOND AMENDMENT TO SECURITYHOLDERS AGREEMENT AMONG K&F PARENT, INC. AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF NOVEMBER 18, 2004Securityholders Agreement • May 20th, 2005 • K&F Industries Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
THIS SECOND AMENDMENT TO SECURITYHOLDERS AGREEMENT (the "Amendment"), dated as of April 27, 2005, is being entered into by and among K&F Parent, Inc., a Delaware corporation (the "Company"), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands limited partnership, Aurora Equity Partners III L.P., a Delaware limited partnership, Aurora Overseas Equity Partners III, L.P., a Cayman Islands limited partnership, the holders of 662/3% in voting interests of the issued and outstanding shares of Common Stock, voting together as a single class, held by the Securityholders other than the Aurora Entities, and the holders of 662/3% in voting interests of the issued and outstanding shares of Preferred Stock, voting together as a single class, held by the Securityholders other than the Aurora Entities. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement
NONCOMPETITION AGREEMENTNoncompetition Agreement • May 12th, 2005 • K&f Parent Inc • New York
This NONCOMPETITION AGREEMENT (this "Agreement") is made and entered into as of this 18th day of November, 2004 by and among AAKF Acquisition, Inc., a Delaware corporation ("Purchaser"), K&F Industries, Inc., a Delaware corporation (the "Company"), and Bernard L. Schwartz ("Covenantor"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Stock Purchase Agreement (as defined below).
FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENT AMONG K&F PARENT, INC. AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF NOVEMBER 18, 2004Securityholders Agreement • May 12th, 2005 • K&f Parent Inc
THIS FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENT (the "Amendment"), dated as of December 27, 2004, is being entered into by and among K&F Parent, Inc., a Delaware corporation (the "Company"), Aurora Industrial Holdings LLC, a Delaware limited liability company, Aurora Equity Partners III L.P., a Delaware limited partnership, Aurora Overseas Equity Partners III, L.P., a Cayman Islands limited partnership, the holders of a majority in voting interests of the issued and outstanding shares of Common Stock, voting together as a single class, held by the Securityholders other than the Aurora Entities and the holders of a majority in voting interests of the issued and outstanding shares of Preferred Stock, voting together as a single class, held by the Securityholders other than the Aurora Entities. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 12th, 2005 • K&F Industries Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This Amended and Restated Management Services Agreement (the “Agreement”) is made and entered into as of August 12, 2005 by and among K&F Industries Holdings, Inc. (formerly known as K&F Parent, Inc.), a Delaware corporation (the “Company”), K&F Industries, Inc., a Delaware corporation (“K&F”), and Aurora Management Partners LLC, a Delaware limited liability company (“AMP”).
Underwriting AgreementUnderwriting Agreement • August 12th, 2005 • K&F Industries Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • New York
K&F Industries Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 18,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,700,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and any Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
