INDENTURE Dated as of October 15, 1997 ---------K&f Industries Inc • November 25th, 1997 • Aircraft parts & auxiliary equipment, nec • New York
betweenRegistration Rights Agreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • November 23rd, 2004 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
THE STOCKHOLDERS OF K & F INDUSTRIES, INC.Stock Purchase Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
betweenStockholders' Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
andK&f Industries Inc • November 23rd, 2004 • Aircraft parts & auxiliary equipment, nec • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 23rd, 2004 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
December 13, 2002 LEHMAN BROTHERS INC. 745 Seventh Avenue New York, New York 10019 Dear Ladies and Gentlemen: K & F Industries, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to you (the "Initial Purchaser") $250.0 million in...K&f Industries Inc • January 23rd, 2003 • Aircraft parts & auxiliary equipment, nec • New York
FORM OF EF SUBORDINATION AGREEMENTSubordination Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
BY AND AMONGRegistration Rights Agreement • November 23rd, 2004 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
WITNESSETH:Intercreditor Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
1 EXHIBIT 10.29 FORM OF TERM NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS...K&f Industries Inc • November 25th, 1997 • Aircraft parts & auxiliary equipment, nec
made byGuarantee and Collateral Agreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
October 9, 1997 LEHMAN BROTHERS INC. UNTERBERG HARRIS c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Ladies and Gentlemen: K & F Industries, Inc., a Delaware corporation (the "Company"), proposes to issue and sell...K&f Industries Inc • November 25th, 1997 • Aircraft parts & auxiliary equipment, nec • New York
made byCollateral Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
1 Exhibit 10.15 SHARED SERVICES AGREEMENT THIS SHARED SERVICES AGREEMENT, dated as of April 27, 1996, between Lockheed Martin Tactical Defense Systems - Akron, a division of Lockheed Martin Corporation, a Maryland corporation located at 1210 Massillon...Shared Services Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Ohio
1 EXHIBIT 10.30 FORM OF REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE...K&f Industries Inc • November 25th, 1997 • Aircraft parts & auxiliary equipment, nec • New York
ARTICLE I DEFINITIONSSecurities Purchase Agreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec
RECITALSSettlement Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
EXECUTION COPY DEALER MANAGER AGREEMENT September 15, 1997 Lehman Brothers Inc. Three World Financial Center New York, NY 10285 Dear Ladies and Gentlemen: 1. Offer to Purchase. K&F Industries, Inc. (the "Company") proposes to make a tender offer...Dealer Manager Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
EXHIBIT 10.42 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this "Agreement") is executed and made effective as of January 1, 2000, between K & F Industries Inc., a Delaware corporation ("K & F") and Loral SpaceCom Corporation, a...Management Services Agreement • March 29th, 2001 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
K&F AGREEMENTF Agreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
STOCKHOLDERS’ AGREEMENT (Section 7.1 Version)Stockholders’ Agreement • March 6th, 2007 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of March 5, 2007 (this “Agreement”), among MEGGITT-USA, INC., a Delaware corporation (“Purchaser”), K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”), and the stockholder of the Company listed on the signature pages hereto (the “Stockholder”) and the Company.
STOCKHOLDERS’ AGREEMENT (Section 7.2 Version)Stockholders’ Agreement • March 6th, 2007 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of March 5, 2007 (this “Agreement”), among MEGGITT-USA, INC., a Delaware corporation (“Purchaser”), K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”), and the stockholder of the Company listed on the signature pages hereto (the “Stockholder”) and the Company.
STOCKHOLDERS’ AGREEMENT (Aurora Entities Version)Stockholders’ Agreement • March 6th, 2007 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of March 5, 2007 (this “Agreement”), among MEGGITT-USA, INC., a Delaware corporation (“Purchaser”), certain of the stockholders of K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”) listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”) and the Company.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2007 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of March 5, 2007, among K & F Industries Holdings, Inc., a Delaware corporation (the “Company”), Meggitt-USA, Inc., a Delaware corporation (“Purchaser”), and Ferndown Acquisition Corp., a Delaware corporation (“Merger Sub”), the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations.”
STOCKHOLDERS’ AGREEMENT (Section 7.1 Version)Stockholders’ Agreement • March 6th, 2007 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of March 5, 2007 (this “Agreement”), among MEGGITT-USA, INC., a Delaware corporation (“Purchaser”), K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”), and the stockholder of the Company listed on the signature pages hereto (the “Stockholder”) and the Company.
EXHIBIT 10.17 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 2, 1994Stockholders Agreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
AGREEMENT dated as ofAgreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
GUARANTY AND UNDERTAKINGS AGREEMENTGuaranty and Undertakings Agreement • March 6th, 2007 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
This GUARANTY AND UNDERTAKINGS AGREEMENT (this “Agreement”) is entered into as of March 5, 2007, by MEGGITT PLC, a public limited company organized under the laws of England and Wales (“Guarantor”) in favor of and for the benefit of K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”).
EXHIBIT 10.19 K & F INDUSTRIES, INC. 600 THIRD AVENUE NEW YORK, NEW YORK 10016 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...K&f Industries Inc • January 23rd, 2003 • Aircraft parts & auxiliary equipment, nec
EXHIBIT 10.20 SECURITIES CONVERSION AGREEMENTSecurities Conversion Agreement • January 23rd, 2003 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
AMENDED AND RESTATED DIRECTOR ADVISORY AGREEMENT dated as of October 15, 1997 between K & F INDUSTRIES, INC., a Delaware corporation (the "Company"), and BERNARD L. SCHWARTZ ("BLS"), individually and on behalf of the individuals listed on Exhibit A...Director Advisory Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
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...Stock Purchase Agreement • November 25th, 1997 • K&f Industries Inc • Aircraft parts & auxiliary equipment, nec
FIRST AMENDMENTCredit 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”).
