0001104659-07-016801 Sample Contracts

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.

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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 MERGER
Agreement 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.

GUARANTY AND UNDERTAKINGS AGREEMENT
Guaranty 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”).

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