0001104659-05-049187 Sample Contracts

FIRST AMENDMENT
Credit Agreement • October 19th, 2005 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York

FIRST AMENDMENT, dated as of October 17, 2005 (this “Amendment”), to the CREDIT AGREEMENT, dated as of November 18, 2004 (as amended from time to time, the “Credit Agreement”), among K&F INTERMEDIATE HOLDCO, INC., a Delaware corporation (“Holdings”), K&F INDUSTRIES, INC. (f/k/a K&F ACQUISITION, INC.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as exclusive advisors, joint lead arrangers and joint bookrunners, J.P. MORGAN SECURITIES INC., as syndication agent, GOLDMAN SACHS CREDIT PARTNERS, L.P. and CITIGROUP GLOBAL MARKETS INC., as co-documentation agents, and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).

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