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).
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."
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).
