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Exhibit 2.03
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("Stock Purchase Agreement")
DATED SEPTEMBER 15, 1997, dated as of October 15, 1997, among (i) K & F
INDUSTRIES, INC., a Delaware corporation (the "Company"), and (ii) the
securityholders of the Company listed in Part A of Schedule I to the Stock
Purchase Agreement.
1. Definitions. All capitalized terms used herein without definition
have the meanings assigned thereto in the Stock Purchase Agreement.
2. Amendment to Section 1.3(a). The first sentence of Section 1.3(a) of
the Stock Purchase Agreement is hereby amended in its entirety to read as
follows: "(a) The price per Share to be paid by the Company for the Purchase
Shares shall be an amount (the "Per Share Price") equal to the quotient obtained
by dividing (i) $625,000,000, plus $951,750 (which represents the aggregate
exercise price payable pursuant to the Company Options), plus the Cash Amount,
as set forth in the certificate referred to in paragraph (b) below, minus the
Debt Amount, as set forth in the certificate referred to in paragraph (b) below,
minus the Brokerage Fee (as defined in Section 4.5), by (ii) 2,051,223."
3. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument.
4. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of all parties to the Stock Purchase Agreement and their
respective successors and assigns.
5. Amendments and Waivers. This Amendment may be amended or waived only
in an agreement in writing, duly executed and delivered by the party to be
charged, and may not be amended or waived orally.
6. Integration. This Amendment and the Stock Purchase Agreement
constitute the full agreement of the parties with respect to the subject matter
hereof, and together integrate all written and oral communications pertaining to
the subject matter hereof, all of which are incorporated and superseded hereby.
7. Stock Purchase Agreement. Except as specifically amended hereby, the
Stock Purchase Agreement remains in full force and effect and is reaffirmed by
the parties hereto.
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IN WITNESS WHEREOF, and intending to be legally bound as of the date written
above, the parties hereto have duly executed this Amendment as set forth below:
K & F INDUSTRIES, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
CBC CAPITAL PARTNERS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title:
LORAL SPACE & COMMUNICATIONS
LTD.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX BROTHERS CAPITAL PARTNERS
II, L.P.
By: Xxxxxx Brothers Holdings
Inc., General Partner
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
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XXXXXX BROTHERS MERCHANT BANKING
PORTFOLIO PARTNERSHIP L.P.
By: LB I Group Inc., General
Partner
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
XXXXXX BROTHERS OFFSHORE
INVESTMENT PARTNERSHIP L.P.
By: Xxxxxx Brothers Offshore
Partners Ltd., General
Partner
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
XXXXXX BROTHERS OFFSHORE
INVESTMENT PARTNERSHIP-JAPAN
L.P.
By: Xxxxxx Brothers Offshore
Partners Ltd., General
Partner
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
