EXHIBIT 10.19
K & F INDUSTRIES, INC.
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
November 8, 1994
The Signatories to the
Amended and Restated
Stockholders Agreement
Re: Amendment of Stockholders Agreement
Gentlemen:
Reference is made to (i) the Amended and Restated Stockholders
Agreement (the "Stockholders Agreement") dated September 2, 1994 by and among
K&F Industries, Inc. (formerly known as Opus Acquisition Corporation), a
Delaware corporation (the "Company"); Xxxxxxx X. Xxxxxxxx; Xxxxxx Brothers
Merchant Banking Portfolio Partnership L.P., Xxxxxx Brothers Offshore
Investment Partnership L.P., Xxxxxx Brothers Offshore Investment Partnership -
Japan L.P., Xxxxxx Brothers Capital Partners II, L.P., CBC Capital Partners,
Inc., and Loral Corporation ("Loral") and (ii) the Certificate of Incorporation
of the Company as amended and restated on the date hereof (the "Certificate").
The Certificate has been amended to authorize the Series B
Voting Common Stock, par value $.01 per share of the Company and to remove
certain nonvoting securities from the capitalization of the Company.
Consequently, the second paragraph of the Stockholders Agreement shall be
deleted in its entirety and replaced with the following paragraph in order to
accurately reflect the capitalization of the Company:
"The Company has an authorized capital stock
consisting of (i) 21,000,000 shares of Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), 4,600,000 shares of Class
B Common Stock, par value $.01 per share (the "Class B Common Stock";
and together with the Class A Common Stock the "Common Stock") and
(ii) 1,500,000 shares of Preferred Stock, of which 1,027,635 shares
have been designated Series A Convertible Preferred Stock, par value
$.01 per share (the "Series A Preferred Stock" and the Series A
Preferred Stock and the Common Stock, collectively, the "Stock")."
If the foregoing is acceptable, please sign this letter
agreement in the place provided below.
Very truly yours,
K & F Industries, Inc.
By: XXXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Agreed and Accepted:
K&F INDUSTRIES, INC.
By: XXXXXXX X. XXXXXXXX
----------------------------
Title: Vice President
XXXXXXX X. XXXXXXXX
----------------------------
Xxxxxxx X. Xxxxxxxx
CBC CAPITAL PARTNERS, INC.
By: XXXXX X. XXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxx
Title:
LORAL CORPORATION
By: XXXXXXX XXXXXXX
----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
XXXXXX BROTHERS CAPITAL
PARTNERS II, L.P.
By: Xxxxxx Brothers Holdings Inc.,
General Partner
By:________________________________
Name:
Title:
XXXXXX BROTHERS MERCHANT
BANKING PORTFOLIO PARTNERSHIP, L.P.
By: Xxxxxx Brothers Merchant Banking
Partners Inc., General Partner
By:________________________________
Name:
Title:
XXXXXX BROTHERS OFFSHORE
INVESTMENT PARTNERSHIP, L.P.
By: Xxxxxx Brothers Offshore
Partners Ltd., General Partner
By:________________________________
Name:
Title:
XXXXXX BROTHERS OFFSHORE
INVESTMENT PARTNERSHIP - JAPAN L.P.
By: Xxxxxx Brothers Offshore
Partners Ltd., General Partner
By:________________________________
Name:
Title:
